NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST (Form: 485BPOS, Received: 05/01/2007 06:16:41)

As filed with the Securities and Exchange Commission on May 1, 2007
Securities Act File No. 2-88566
Investment Company Act File No. 811-4255

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. ___               [ ]

Post-Effective Amendment No. 56               [X]

                       and/or

         REGISTRATION STATEMENT UNDER THE
           INVESTMENT COMPANY ACT OF 1940              [X]

Amendment No. 56                               [X]

           (Check appropriate box or boxes)

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

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

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

Peter E. Sundman, Chief Executive Officer
c/o Neuberger Berman Management Inc.
605 Third Avenue, 2nd Floor
New York, New York 10158-0006
(Name and Address of Agent for Service)

Copies to:

Jeffrey S. Puretz, Esq.
Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006

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

[X]   Immediately upon filing             [ ]   on (date) pursuant to
      pursuant to paragraph (b)                 paragraph (b)

[ ]   60 days after filing pursuant       [ ]   on (date) pursuant to
      to paragraph (a)(1), or                   paragraph (a)(1)

[ ]   75 days after filing pursuant       [ ]   on (date) pursuant to
      to paragraph (a)(2) or                    paragraph (a)(2) of Rule 485

================================================================================

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PROSPECTUS - MAY 1, 2007

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

Neuberger Berman

Advisers

Management
Trust

I CLASS SHARES
Balanced Portfolio

Contents

ADVISERS MANAGEMENT TRUST

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


YOUR INVESTMENT
Buying and Selling Fund Shares...............................................9

Share Prices................................................................10

Fund Structure..............................................................11

Distributions and Taxes.....................................................11

Portfolio Holdings Policy...................................................12

THIS PORTFOLIO:

-- is offered to certain life insurance companies to serve as an investment vehicle under their variable annuity and variable life insurance contracts and is also offered to certain qualified pension and retirement plans

-- is designed for investors with long-term goals in mind -- offers you the opportunity to participate in financial markets through a professionally managed stock and bond portfolio -- carries certain risks, including the risk that you could lose money if Fund shares are worth less than what you paid. This prospectus discusses principal risks of investment in Fund shares. These and other risks are discussed in detail in the Statement of Additional Information (see back cover). If you are buying a variable contract or qualified plan, you should also read the contract's prospectus
-- is a mutual fund, not a bank deposit, and is not guaranteed or insured by the FDIC or any other government agency

The "Neuberger Berman" name and logo are registered service marks of Neuberger Berman, LLC. "Neuberger Berman Management Inc." and the individual Fund name in this prospectus are either service marks or registered service marks of Neuberger Berman Management Inc.(c) 2007 Neuberger Berman Management Inc. All rights reserved.

Neuberger Berman Advisers Management Trust

Balanced Portfolio

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GOAL & STRATEGY

The Fund seeks growth of capital and reasonable current income without undue risk to
principal.

To pursue these goals, the Fund allocates its assets between stocks -- primarily those of mid-capitalization companies, which it defines as those with a total market capitalization within the market capitalization range of the Russell Midcap Index -- and in investment grade bonds and other debt securities from U.S. government and corporate issuers.

The Portfolio Managers normally allocate anywhere from 50% to 70% of net assets to stock investments, with the balance allocated to debt securities (at least 25%) and operating cash. In determining the Fund's allocation, the Portfolio Managers consult with senior management of the adviser and sub-adviser.

In selecting growth stocks, the Portfolio Managers employ a disciplined investment strategy. Using fundamental research and quantitative analysis, they look for fast-growing companies with above average sales and competitive returns on equity relative to their peers. In doing so, the Portfolio Managers analyze such factors as:

-- financial condition (such as debt to equity ratio) -- market share and competitive leadership of the company's products -- earnings growth relative to competitors -- market valuation in comparison to a stock's own historical norms and the stocks of other mid-cap companies.

The Portfolio Managers follow a disciplined selling strategy and may sell a stock when it fails to perform as expected or when other opportunities appear more attractive.

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

The Fund may change its goal without shareholder approval, although it does not currently intend to do so.

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Asset Allocation

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

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Mid-Cap Stocks

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

2 Advisers Management Trust Balanced Portfolio (Class I)

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

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Duration

Duration is a measure of a bond investment's sensitivity to changes in interest rates.

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

3 Advisers Management Trust Balanced Portfolio (Class I)

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

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

-- fluctuate more widely in price than the market as a whole -- underperform other types of stocks or be difficult to sell when the economy is not robust, during market downturns, or when mid-cap stocks are out of favor.

Because the prices of most growth stocks are based on future expectations, these stocks tend to be more sensitive than value stocks to bad economic news and negative earnings surprises. Bad economic news or changing investor perceptions can negatively affect growth stocks across several industries and sectors simultaneously. While the prices of any type of stock can rise and fall rapidly, growth stocks in particular may underperform during periods when the market favors value stocks.

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

Over time, the Fund may produce lower returns than pure stock investments and less conservative bond investments. Although the Fund's average return has out-paced inflation over the long term, it may not always do so.

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

Other Risks

The Fund may use certain practices and invest in certain securities involving additional risks. Borrowing, securities lending, and using derivatives could create leverage, meaning that certain gains or losses could be amplified, increasing share price movements. The use of certain derivatives to hedge interest rate risks or produce income could affect fund performance if the derivatives do not perform as expected. In using certain derivatives to gain stock market exposure for excess cash holdings, the Fund increases its risk of loss.

Although they may add diversification, foreign securities can be riskier, because foreign markets tend to be more volatile and currency exchange rates fluctuate. There may be less information available about foreign issuers than about domestic issuers.

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

4 Advisers Management Trust Balanced Portfolio (Class I)

PERFORMANCE
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The table and the chart below provide an indication of the risks of investing in the Fund. The bar
chart shows how the Fund's performance has varied from year to year. The table next to the chart shows what the return would equal if you averaged out actual performance over various lengths of time and compares the return with one or more measures of market performance. This information is based on past performance; it is not a prediction of future results. The performance information does not reflect insurance product or qualified plan expenses. If such information were reflected, returns would be less than those shown.

Year-by-Year % Returns as of 12/31 each year
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Best quarter: Q4 '99, 32.13%
Worst quarter: Q4 '00, -18.61%

Average Annual Total % Returns as of 12/31/2006

                   1 Year     5 Years     10 Years
 Balanced          10.67       4.94        6.53
  Portfolio
 Merrill Lynch
1-3 Year
 Treasury Index    3.96        2.82        4.69
 Russell           15.26      12.88        12.14
  Midcap Index
 Russell           10.66       8.22        8.62
Midcap Growth
  Index
  Index Descriptions:
  The Merrill Lynch 1-3 Year Treasury Index is an
unmanaged
  index of U.S. Treasuries with maturities between 1
and 3 years.
  The Russell Midcap Index is an unmanaged index of
U.S.mid-
  cap stocks.
  The Russell Midcap Growth Index is an unmanaged
index of
  U.S. mid-cap growth stocks.

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Performance Measures

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

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

5 Advisers Management Trust Balanced Portfolio (Class I)

INVESTOR EXPENSES
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The Fund does not charge you any fees for buying, selling, or exchanging shares. You pay your
share of annual operating expenses, which are deducted from Fund assets. The expense example can help you compare costs among funds. You may, however, have additional expenses in connection with your insurance contract or qualified plan.

The table that follows shows the estimated operating expenses paid each year by the Fund. Actual expenses paid by the Fund may vary from year to year. You may participate in the Fund through a variable annuity contract or variable life insurance policy (variable contract) or through a qualified pension plan. If you participate through a variable contract, it is a contract between you and the issuing life insurance company. The Fund is not a party to that variable contract, but is merely an investment option made available to you by your insurance company under the variable contract. The fees and expenses of the Fund are not fixed or specified under the terms of your variable contract. The table and the expense example do not include expenses and charges that are, or may be, imposed under your variable contract. If such expenses and charges were included, your costs would be higher. For information on these charges, please refer to the applicable variable contract prospectus, prospectus summary or disclosure statement. If you participate through a qualified pension plan, the table and the expense example do not reflect direct expenses and charges that are, or may be, imposed under your qualified plan, and you should consult your plan administrator for more information.

Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          0.85
  fees**
 Distribution        N/A
  (12b-1) fees

----------------
 Other expenses      0.34

----------------
 Total annual        1.19
operating
  expenses

Expense Example

The example assumes that you invested $10,000 for the periods shown, that you earned a hypothetical 5% total return each year, and that the Fund's expenses were those in the fee table to the left. Actual performance and expenses may be higher or lower.

             1 Year     3 Years     5 Years     10 Years
Expenses    $121       $378        $654        $1,443

*Neuberger Berman Management Inc. (NBMI) has contractually undertaken to limit the Fund's expenses through December 31, 2010 by reimbursing the Fund for its total operating expenses (excluding the compensation of NBMI, taxes, interest, extraordinary expenses, brokerage commissions and transaction costs), that exceed, in the aggregate, 1.00% per annum of the Fund's average daily net asset value. The Fund has contractually undertaken to reimburse NBMI for the excess expenses paid by NBMI, provided the reimbursements do not cause total operating expenses (exclusive of the compensation of NBMI, taxes, interest, brokerage commissions, transaction costs and extraordinary expenses) to exceed an annual rate of 1.00%, and the reimbursements are made within three years after the year in which NBMI incurred the expense. The figures in the table are based on last year's expenses.

**"Management fees" includes investment management and administration fees.

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INVESTMENT MANAGER

6 Advisers Management Trust Balanced Portfolio (Class I)

12/31/2006) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2006, the management/administration fees paid to the Manager were 0.85% of average net assets.

A discussion regarding the basis of the Board of Trustees' approval of the investment advisory and sub-advisory agreements of the Fund is available in the Fund's annual report for the fiscal year ended December 31, 2006.

PORTFOLIO MANAGERS
Thomas Sontag, is a Vice President of Neuberger Berman Management Inc. and a Managing Director of Neuberger Berman, LLC and Lehman Brothers Asset Management
LLC. He has been a Portfolio Manager of the Fund since 2006. Since 2004 he has been managing portfolios for Lehman Brothers Asset Management LLC, an affiliate of Neuberger Berman. Before joining Lehman Brothers Asset Management LLC, Mr. Sontag was a portfolio manager at another firm for six years.

Kenneth J. Turek, is a Vice President of Neuberger Berman Management Inc. and a Managing Director of Neuberger Berman, LLC. He has managed or co-managed two equity mutual funds and other equity portfolios for several other investment managers since 1985.

John E. Dugenske, CFA, is a Vice President of Neuberger Berman Management Inc. and a Managing Director of Neuberger Berman, LLC. He has co-managed the Fund's assets since May, 2004. Prior to joining Neuberger Berman, he was a Managing Director and Director of Research and Trading at another firm from 1998-2003.

Please see the Statement of Additional Information for additional information about the Portfolio Managers' compensation, other accounts managed by the Portfolio Managers and the Portfolio Managers' ownership of Fund shares.

7 Advisers Management Trust Balanced Portfolio (Class I)

FINANCIAL HIGHLIGHTS
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The financial highlights table is intended to help you understand the Fund's financial
performance for the past 5 years.

                    Year Ended December 31,                            2002         2003       2004       2005        2006
 Per-share data ($)
 Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed to
 investors, and how its share price changed.
                   Share price (NAV) at beginning of year               9.66        7.81       8.93       9.64       10.42
 Plus:             Income from investment operations
                   Net investment income                                0.12        0.07       0.05       0.04        0.11
                   Net gains/losses - realized and unrealized          (1.75)       1.20       0.77       0.84        1.00
                   Subtotal: income from investment operations         (1.63)       1.27       0.82       0.88        1.11
 Minus:            Distributions to shareholders
                   Income dividends                                     0.22        0.15       0.11       0.10        0.09
                   Capital gain distributions                              -           -          -          -           -
                   Subtotal: distributions to shareholders              0.22        0.15       0.11       0.10        0.09
 Equals:           Share price (NAV) at end of year                     7.81        8.93       9.64      10.42       11.44

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment income - as they actually are as well as how they would have been if
certain
 expense waiver and/or offset arrangements had not been in effect.
 Net expenses - actual                                                  1.12        1.11       1.09       1.13        1.18
 Gross expenses(1)                                                         -        1.11       1.09       1.13        1.18
 Expenses(2)                                                            1.12        1.12       1.10       1.14        1.19
 Net investment income - actual                                         1.37        0.82       0.56       0.41        1.01

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were
reinvested.
 The turnover rate reflects how actively the Fund bought and sold securities.
 Total return (%)(3)(4)                                               (17.15)      16.28       9.31       9.18       10.67
 Net assets at end of year (in millions of dollars)                     80.5        84.9       81.1       73.7        72.3
 Portfolio turnover rate (%)                                             106         121        110         82          62

The figures above have been audited by Ernst & Young LLP, the Fund's independent registered public accounting firm. Their report, along with full financial statements, appears in the Fund's most recent shareholder report (see back cover).

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Shows what this ratio would have been if there had been no waiver of investment management fee.

(2) Shows what this ratio would have been if there had been no expense offset arrangements.

(3) Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.

(4) Would have been lower if Neuberger Berman Management Inc. had not waived certain expenses.

8 Advisers Management Trust Balanced Portfolio (Class I)

Neuberger Berman

Your Investment

-- BUYING AND SELLING FUND SHARES
The Fund described in this prospectus is designed for use with certain variable insurance contracts and qualified plans. Because shares of the Fund are held by the insurance company or qualified plans involved, you will need to follow the instructions provided by your insurance company or qualified plan for matters involving allocations to this Fund.

Under certain circumstances, the Fund reserves the right to:

-- suspend the offering of shares
-- reject any exchange or investment order -- satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
-- change, suspend, or revoke the exchange privilege -- suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission ("SEC")

Frequent purchases, exchanges and redemptions in fund shares ("market-timing activities") can interfere with Fund management and affect costs and performance for other shareholders. To discourage market-timing activities by Fund shareholders, the Board of Trustees has adopted market-timing policies and has approved the procedures of the Fund's principal underwriter for implementing those policies. Pursuant to such policies, the exchange privilege can be withdrawn from any investor that is believed to be "timing the market" or is otherwise making exchanges judged to be excessive. In furtherance of these policies, under certain circumstances, the Fund reserves the right to reject any exchange or purchase order; or change, suspend or revoke the exchange privilege. These policies and procedures are applied consistently to all shareholders.

Neuberger Berman Management Inc. applies the Fund's policies and procedures with respect to market-timing activities by monitoring trading activity in the Fund, identifying excessive trading patterns, and warning or prohibiting shareholders who trade excessively from making further purchases or exchanges of Fund shares. The Fund generally requires insurance companies and qualified plan administrators to enter into agreements with the Fund to enable the Fund to implement and enforce its market-timing policies and procedures. Although the Fund makes efforts to monitor for market-timing activities, the ability of the Fund and Neuberger Berman Management Inc. to monitor exchange or purchase orders by individual variable contract owners or qualified plan participants that are submitted to the Fund on an aggregated basis by insurance companies or qualified plans may be limited. Accordingly, there can be no assurance that the Fund or Neuberger Berman Management Inc. will be able to mitigate or eliminate all market-timing activities.

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

9 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

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

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Share Price Calculations

The price of a share of the Fund is the total value of the Fund's assets minus its liabilities, divided by the total number of Fund shares outstanding. Because the value of the Fund's securities changes every business day, the share price usually changes as well.

The Fund values equity securities by using market prices, and values debt securities using bid quotations from independent pricing services or principal market markers. The Fund may value short-term securities with remaining maturities of less than 60 days at cost; these values, when combined with interest earned, approximate market value.

In certain cases, events that occur after markets have closed may render certain prices unreliable or reliable market quotes may not be available. When the Fund believes a market price does not reflect the amount that the Fund would receive on a current sale of that security, the Fund may substitute for the market price a fair-value estimate made according to methods approved by the Board of Trustees. The Fund may also use these methods to value certain types of illiquid securities.

Fair value pricing generally will be used if the exchange on which a portfolio security is traded closes early or if trading in a particular security was halted during the day and did not resume prior to a Fund's net asset value calculation. The Fund may also use these methods to value securities that trade in a foreign market, especially if significant events that appear likely to affect the value of these securities occur between the time that foreign market closes and the time the New York Stock Exchange closes. Significant events may include (1) those impacting a single issuer; (2) governmental actions that affect securities in one sector or country; (3) natural disasters or armed conflicts affecting a country or region; or (4) significant domestic or foreign market fluctuations.

The use of fair value estimates could affect the Fund's share price. Estimated fair value may involve greater reliance on the manager's judgment and available data bearing on the value of the security and the state of the markets, which may be incomplete. The estimated fair value of a security may differ from the value that would have been assigned to a security had other sources, such as the last trade price,

10 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

Because foreign markets may be open on days when U.S. markets are closed, the value of foreign securities owned by a Fund could change on days when you can't buy or sell Fund shares. Remember, though, any purchase or sale takes place at the next share price calculated after your order is accepted.

-- FUND STRUCTURE
While Neuberger Berman Management Inc. and Neuberger Berman, LLC may serve as the adviser or sub-adviser of other mutual funds that have similar names, goals, and strategies as the Fund, there may be certain differences between the Fund and these other mutual funds in matters such as size, cash flow patterns and tax matters, among others. As a result, there could also be differences in performance.

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

Distributions -- The Fund pays out to shareholders of record any net income and net realized capital gains. Ordinarily, the Fund makes distributions once a year in October. All dividends and other distributions received by shareholders of record are automatically reinvested in Fund shares.

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

Other tax-related considerations -- The Fund intends to qualify as a regulated investment company for federal income tax purposes by satisfying the requirements under Subchapter M of the Internal Revenue Code of 1986, as amended ("Code"). As a qualified regulated investment company, the Fund is generally not subject to federal income tax on its ordinary income and net realized capital gain that is distributed. It is the Fund's intention to distribute all such income and gains.

Because the Fund is offered through certain variable insurance contracts and qualified plans, it is subject to special diversification standards beyond those that normally apply to regulated investment companies. If the underlying assets of the Fund fail to meet the special standards, you could be subject to adverse tax consequences -- for example, some of the income earned by the Fund could generate a current tax liability. Accordingly, the Fund intends to comply with the diversification requirements of Section 817(h) of the Code for variable contracts so that owners of these contracts should not be subject to federal tax on distribution of dividends and income from the Fund to the insurance company's separate accounts. Under the relevant regulations, a Fund is deemed adequately diversified if (i) no more than 55% of the value of the total assets of the Fund is represented by any one investment; (ii) no more than 70% of such value is represented by any two investments; (iii) no more than 80% of such value is represented by any three investments;

11 Your Investment

and (iv) no more than 90% of such value is represented by any four investments. For purposes of these regulations all securities of the same issuer are treated as a single investment, but each United States government agency or instrumentality is treated as a separate issuer. It is possible that complying with these requirements may at times call for decisions that could reduce investment performance.

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

The foregoing is only a summary of some of the important federal income tax considerations generally affecting the Fund and you. Please refer to the Statement of Additional Information for more information about the tax status of the Fund. You should consult the prospectus for your variable contract or with your tax adviser for information regarding taxes applicable to the variable contract.

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Insurance and Qualified Plan Expenses

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

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Distribution and Services

The Fund has a non-fee distribution plan that recognizes that Neuberger Berman Management Inc. may use its own resources, including revenues from fees paid to Neuberger Berman Management Inc. from the Fund, to pay expenses for services primarily intended to result in distribution of Fund shares.

Neuberger Berman Management Inc. may also pay insurance companies or their affiliates and qualified plan administrators ("intermediaries") for services they provide respecting the Fund to current and prospective variable contract owners and qualified plan participants. These services may include providing information about the Fund, teleservicing support, and delivering Fund documents, among others. These payments may encourage intermediaries participating in the Fund to render services to variable contract owners and qualified plan participants, and may also provide incentive for the intermediaries to make the Fund's shares available to their current or prospective variable contract owners and qualified plan participants, and therefore promote distribution of the Fund's shares.

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

-- PORTFOLIO HOLDINGS POLICY
A description of the Fund's policies and procedures with respect to the disclosure of the Fund's portfolio securities is available in the Fund's Statement of Additional Information. The complete portfolio holdings for the Fund are available at http://www.nb.com 15-30 days after each month-end. The Fund's complete portfolio holdings will remain available at www.nb.com until the subsequent month-end holdings have been posted. Complete holdings for the Fund will also be available in reports on Form N-Q or Form N-CSR filed with the SEC. Historical portfolio holdings are available upon request.

12 Your Investment

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Neuberger Berman Advisers Management Trust Balanced Portfolio (Class I) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

-- a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affect the Fund's performance during the last fiscal year
-- Fund performance data and financial statements -- portfolio holdings

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

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Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You can also request copies of this information from the SEC for the cost of a duplicating fee by sending an e-mail request to publicinfo@sec.gov or by writing to the SEC's Public Reference Section, 100 F Street, N.E., Washington DC 20549-9303. They are also available from the EDGAR Database on the SEC's web site at www.sec.gov.

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

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A0063 05/07 SEC file number: 811-4255

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Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

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PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

S CLASS SHARES
Fasciano Portfolio

Contents

ADVISERS MANAGEMENT TRUST

Fasciano Portfolio...........................................................2


YOUR INVESTMENT
Buying and Selling Fund Shares...............................................9

Share Prices................................................................10

Fund Structure..............................................................11

Distributions and Taxes.....................................................11

Portfolio Holdings Policy...................................................13

THIS PORTFOLIO:

-- is designed for investors with long-term goals in mind -- offers you the opportunity to participate in financial markets through a professionally managed stock portfolio -- carries certain risks, including the risk that you could lose money if Fund shares are worth less than what you paid. This prospectus discusses principal risks of investment in Fund shares. These and other risks are discussed in detail in the Statement of Additional Information (see back cover). If you are buying a variable contract or qualified plan, you should also read the contract's prospectus
-- is a mutual fund, not a bank deposit, and is not guaranteed or insured by the FDIC or any other government agency

Neuberger Berman Advisers Management Trust

Fasciano Portfolio

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GOAL & STRATEGY

The Fund seeks long-term capital growth. The portfolio manager also may consider a
company's potential for current income prior to selecting it for the Fund.

To pursue this goal, the Fund invests mainly in common stocks of small-capitalization companies, which it defines as those with a total market value of no more than $1.5 billion at the time the Fund first invests in them. The Fund may continue to hold or add to a position in a stock after the issuer has grown beyond $1.5 billion. These stocks include securities having common stock characteristics, such as securities convertible into common stocks, and rights and warrants to purchase common stocks. The Portfolio Manager currently looks for companies with:

-- strong business franchises that are likely to sustain long-term rates of earnings growth for a three to five year time horizon, and -- stock prices that the market has undervalued relative to the value of similar companies and that offer excellent potential to appreciate over a three to five year time horizon.

In choosing companies that the Portfolio Manager believes are likely to achieve the Fund's objective, the Portfolio Manager also will consider the company's overall business qualities. These qualities include the company's profitability and cash flow, financial condition, insider ownership, and stock valuation. In selecting companies that the Portfolio Manager believes may have greater potential to appreciate in price, the Portfolio Manager will invest the Fund in smaller companies that are not closely followed by major Wall Street brokerage houses and large asset management firms.

The Portfolio Manager follows a disciplined selling strategy and may sell a stock when it reaches a target price, fails to perform as expected, or when other opportunities appear more attractive.

The Fund may change its goal without shareholder approval, although it does not currently intend to do so.

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Small-Cap Stocks

Historically, stocks of smaller companies have not always moved in tandem with those of larger companies. Over the last 40 years, small-caps have outperformed large-caps over 60% of the time. However, small-caps have often fallen more severely during market downturns.

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Growth vs. Value Investing

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

The Fund's blended investment approach seeks to lower risk by diversifying across companies and industries with growth and value characteristics, and can provide a core small-cap foundation within a diversified portfolio.

2 Advisers Management Trust Fasciano Portfolio (Class S)

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

The stocks of smaller companies in which the Fund invests are often more volatile and less liquid than the stocks of larger companies, and these companies:

-- may have a shorter history of operations than larger companies; -- may not have as great an ability to raise additional capital; -- may have a less diversified product line, making them more susceptible to market pressure.

Small-cap stocks may also:

-- underperform other types of stocks or be difficult to sell when the economy is not robust, during market downturns, or when small-cap stocks are out of favor;
-- be more affected than other types of stocks by the underperformance of a sector emphasized by the Fund.

The Fund will combine value and growth styles of investing.

With a value approach, there is also the risk that stocks may remain undervalued during a given period. This may happen because value stocks, as a category, lose favor with investors compared to growth stocks, or because of a failure to anticipate which stocks or industries would benefit from changing market or economic conditions.

To the extent the Portfolio Manager commits a portion of the Fund's assets to mid-cap stocks, the Fund is subject to their risks, including the risk its holdings may:

3 Advisers Management Trust Fasciano Portfolio (Class S)

Other Risks

4 Advisers Management Trust Fasciano Portfolio (Class S)

PERFORMANCE
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Year-by-Year % Returns as of 12/31 each year
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Best quarter: Q2 '03, 18.16%
Worst quarter: Q1 '03, -8.97%

Average Annual Total % Returns as of 12/31/2006

                                  Since
                                Inception
                    1 Year      7/12/2002
 Fasciano           5.25          9.53
Portfolio
  (Class S)
 Russell 2000       18.37        16.72
  Index
 Index Description:
 The Russell 2000 Index is an unmanaged index
of U.S. small-
 cap stocks.

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Performance Information

As a frame of reference, the table includes a broad-based market index. The Fund's performance figures include all of its expenses; the index does not include costs of investment.

5 Advisers Management Trust Fasciano Portfolio (Class S)

INVESTOR EXPENSES
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Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          1.15
  fees**
 Distribution        0.25
  (12b-1) fees
 Other expenses      0.60

----------------
 Total annual        2.00
operating
  expenses

----------------
 Minus:              0.59
Expense
  reimbursement

----------------
 Net expenses        1.41

Expense Example

             1 Year     3 Years     5 Years     10 Years
Expenses    $144       $446        $904        $2,175

* Neuberger Berman Management Inc. (NBMI) has contractually agreed to reimburse certain expenses of the Fund through 12/31/2010, so that the total annual operating expenses are limited to 1.40% of the Fund's average daily net asset value. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The Fund has agreed to repay NBMI for expenses reimbursed to the Fund provided that repayment does not cause the Fund's annual operating expenses to exceed its expense limitation. Any such repayment must be made within three years after the year in which NBMI incurred the expense. The figures in the table are based on last year's expenses.

** "Management fees" includes investment management and administration fees.

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INVESTMENT MANAGER

6 Advisers Management Trust Fasciano Portfolio (Class S)

services. Together, the Neuberger Berman affiliates manage $126.9 billion in total assets (as of 12/31/2006) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2006, the management/administration fees paid to the Manager were 1.14% of average net assets.

PORTFOLIO MANAGER
Michael Fasciano is a Vice President of Neuberger Berman Management Inc. and a Managing Director of Neuberger Berman, LLC and has managed the Fund's assets since its inception. Prior to joining Neuberger Berman, he managed Fasciano Fund, Inc. from its inception in 1988 to 2001.

Please see the Statement of Additional Information for additional information about the Portfolio Manager's compensation, other accounts managed by the Portfolio Manager and the Portfolio Manager's ownership of Fund shares.

7 Advisers Management Trust Fasciano Portfolio (Class S)

FINANCIAL HIGHLIGHTS
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The financial highlights table is intended to help you understand the Fund's financial
performance since its inception.

                                                                 Period from
                                                                7/12/2002 to
                   Year Ended December 31,                       12/31/2002       2003       2004       2005       2006
 Per-share data ($)
 Data apply to a single share throughout each period indicated. You can see what the Fund earned (or lost), what it
distributed to
 investors, and how its share price changed.
                Share price (NAV) at beginning of period            10.00          9.92      12.40      13.84      14.16
 Plus:          Income from investment operations
                Net investment loss                                 (0.01)        (0.08)     (0.08)     (0.04)     (0.05)
                Net gains/losses - realized and unrealized          (0.07)         2.57       1.56       0.43       0.79
                Subtotal: income from investment operations         (0.08)         2.49       1.48       0.39       0.74
 Minus:         Distributions to shareholders
                Income dividends                                        -             -          -          -          -
                Capital gain distributions                              -          0.01       0.04       0.07       0.37
                Subtotal: distributions to shareholders                 -             -          -          -          -
 Equals:        Share price (NAV) at end of period                   9.92         12.40      13.84      14.16      14.53

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment loss - as they actually are as well as how they would have been if
certain
 expense reimbursement and/or waiver and/or offset arrangements had not been in effect.
 Net expenses - actual                                               1.40(5)       1.40       1.40       1.40       1.40
 Gross expenses(1)                                                  38.27(5)       4.58       2.56       2.09       2.00
 Expenses(2)                                                         1.40(5)       1.42       1.41       1.40       1.40
 Net investment loss - actual                                       (0.31)(5)     (0.69)     (0.60)     (0.32)     (0.33)

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over each period, assuming all distributions were
reinvested.
 The turnover rate reflects how actively the fund bought and sold securities.
 Total return(%)(3)(4)                                              (0.80)(6)     25.06      11.96       2.82       5.25
 Net assets at end of period (in millions of dollars)                 0.5           6.2       15.9       18.9       24.2
 Portfolio turnover rate (%)                                           20            70         10         42         30

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Shows what this ratio would have been if there had been no expense reimbursement and/or waiver of investment management fee.

(2) Shows what this ratio would have been if there had been no expense offset arrangements.

(3) Would have been lower if Neuberger Berman Management Inc. had not reimbursed/waived certain expenses.

(4) Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.

(5) Annualized.

(6) Not annualized.

8 Advisers Management Trust Fasciano Portfolio (Class S)

Neuberger Berman

Your Investment

Under certain circumstances, the Fund reserves the right to:

9 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

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Share Price Calculations

10 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

11 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

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Insurance and Qualified Plan Expenses

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Distribution and Services

Class S shares of the Fund have a Distribution and Shareholder Services Plan (also known as a "12b-1 plan") that provides for payment to Neuberger Berman Management Inc. of a fee in the amount of 0.25% ("12b-1 fee") per year of the Fund's assets. The 12b-1 fee compensates Neuberger Berman Management Inc. for distribution and shareholder services to the Fund. Because these fees are paid out of the Fund's assets on an ongoing basis, these fees will increase the cost of your investment and over time may cost you more than paying other types of sales charges (which the Fund does not have).

Neuberger Berman Management Inc. may, in turn, pay all or a portion of the proceeds from the 12b-1 fee to insurance companies or their affiliates and qualified plan administrators ("intermediaries") for services they provide respecting the Fund to current and prospective variable contract owners and qualified plan participants that invest in the Fund through the intermediaries. These services may include providing information about the Fund, teleservicing support, and delivering Fund documents, among others. Payment for these services may help promote the sale of the Fund's shares. Neuberger Berman Management Inc. may also use its own resources, including revenues from other fees paid to Neuberger Berman Management Inc. from the Fund, to pay expenses for services primarily intended to result in the distribution of the Fund's shares. Amounts paid to intermediaries may be greater or less than the 12b-1 fee paid to Neuberger Berman Management Inc. under the Distribution and Shareholder Services Plan. These payments may encourage intermediaries participating in the Fund to render services to variable contract owners and qualified plan participants, and may also provide incentive for the intermediaries to make the Fund's shares available to their current or prospective variable contract owners and qualified plan participants, and therefore promote distribution of the Fund's shares.

12 Your Investment

13 Your Investment

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Neuberger Berman Advisers Management Trust Fasciano Portfolio (Class S) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

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Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

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C0035 05/07 SEC file number: 811-4255

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Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

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PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

I CLASS SHARES
Growth Portfolio

Contents

ADVISERS MANAGEMENT TRUST

Growth Portfolio.............................................................2


YOUR INVESTMENT
Buying and Selling Fund Shares...............................................8

Share Prices.................................................................9

Fund Structure..............................................................10

Distributions and Taxes.....................................................10

Portfolio Holdings Policy...................................................11

THIS PORTFOLIO:

Neuberger Berman Advisers Management Trust

Growth Portfolio

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GOAL & STRATEGY

The Fund seeks growth of capital.

To pursue this goal, the Fund normally invests in common stocks of mid-capitalization companies, which it defines as those with a total market capitalization within the market capitalization range of the Russell Midcap(R) Index. The Fund seeks to reduce risk by diversifying among many companies, sectors and industries.

The Portfolio Manager employs a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative analysis, the Portfolio Manager looks for fast-growing companies with above average sales and competitive returns on equity relative to their peers. In doing so, the Portfolio Manager analyzes such factors as:

The Portfolio Manager follows a disciplined selling strategy and may sell a stock when it fails to perform as expected, or when other opportunities appear more attractive.

The Fund may change its goal without shareholder approval, although it does not currently intend to do so.

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Mid-Cap Stocks

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

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Growth Investing

For growth investors, the aim is to invest in companies that are already successful but could be even more so. Often, these stocks are in emerging or rapidly growing industries. Accordingly, the Fund at times may invest a greater portion of its assets in particular industries or sectors than other funds do.

While most growth stocks are known to investors, they may not yet have reached their full potential. The growth investor looks for indications of continued success.

2 Advisers Management Trust Growth Portfolio (Class I)

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

The Fund's performance may also suffer if certain stocks or certain economic sectors it emphasizes do not perform as expected. To the extent that the Fund sells stocks before they reach their market peak, it may miss out on opportunities for higher performance.

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

Other Risks

3 Advisers Management Trust Growth Portfolio (Class I)

PERFORMANCE
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Year-by-Year % Returns as of 12/31 each year

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Best quarter: Q4 '99, 48.60%
Worst quarter: Q3 '01 -30.28%

Average Annual Total % Returns as of 12/31/2006

                   1 Year     5 Years     10 Years
 Growth            14.07       6.43        6.53
  Portfolio
 Russell           15.26      12.88        12.14
  Midcap Index
 Russell           10.66       8.22        8.62
Midcap Growth
  Index
  Index Descriptions:
  The Russell Midcap Index is an unmanaged index of
U.S. mid-
  cap stocks.
  The Russell Midcap Growth Index is an unmanaged
index of
  U.S. mid-cap growth stocks.

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Performance Measures

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

4 Advisers Management Trust Growth Portfolio (Class I)

INVESTOR EXPENSES
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Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          0.85
  fees**
 Distribution        N/A
  (12b-1) fees
 Other expenses      0.15

----------------
 Total annual        1.00
operating
  expenses

Expense Example

             1 Year     3 Years     5 Years     10 Years
Expenses    $102       $318        $552        $1,225

*The figures in the table are based on last year's expenses.

**"Management fees" includes investment management and administration fees.

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INVESTMENT MANAGER

Neuberger Berman Management Inc. (the "Manager") is the Fund's investment manager,
administrator, and distributor. Pursuant to an investment advisory agreement, the Manager is responsible for choosing the Fund's investments and handling its day-to-day business. The Manager carries out its duties subject to the policies established by the Board of Trustees. The investment advisory agreement establishes the fees the Fund pays to the Manager for its services as the Fund's investment manager and the expenses paid directly by the Fund. The Manager engages Neuberger Berman, LLC as sub-adviser to provide investment research and related services. Together, the Neuberger Berman affiliates manage $126.9 billion in total assets (as of 12/31/2006) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2006, the management/administration fees paid to the Manager were 0.85% of average net assets.

5 Advisers Management Trust Growth Portfolio (Class I)

PORTFOLIO MANAGER
Kenneth J. Turek, a Vice President of Neuberger Berman Management Inc. and a Managing Director of Neuberger Berman, LLC, has managed or co-managed two equity mutual funds and other equity portfolios for several other investment managers since 1985. Mr. Turek has managed the Fund since January 2003.

6 Advisers Management Trust Growth Portfolio (Class I)

FINANCIAL HIGHLIGHTS
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The financial highlights table is intended to help you understand the Fund's financial
performance for the past 5 years.

                   Year Ended December 31,                       2002       2003       2004       2005       2006
 Per-share data ($)
 Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it
distributed to
 investors, and how its share price changed.
                Share price (NAV) at beginning of year           11.52       7.93      10.42      12.15      13.79
 Plus:          Income from investment operations
                Net investment loss                              (0.06)     (0.05)     (0.06)     (0.07)     (0.05)
                Net gains/losses - realized and unrealized       (3.53)      2.54       1.79       1.71       1.99
                Subtotal: income from investment operations      (3.59)      2.49       1.73       1.64       1.94
 Minus:         Distributions to shareholders
                Capital gain distributions                           -          -          -          -          -
 Equals:        Share price (NAV) at end of year                  7.93      10.42      12.15      13.79      15.73

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment loss - as they actually are as well as how they would have
been if certain
 expense waiver and/or offset arrangements had not been in effect.
 Net expenses - actual                                            0.96       0.93       0.94       0.99       0.99
 Gross expenses (1)                                                  -       0.93       0.94       0.99       0.99
 Expenses(2)                                                      0.96       0.94       0.96       1.00       1.00
 Net investment loss - actual                                    (0.65)     (0.58)     (0.51)     (0.55)     (0.35)

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over each year, assuming all distributions
were reinvested.
 The turnover rate reflects how actively the fund bought and sold securities.
 Total return (%)(3)(4)                                         (31.16)     31.40      16.60      13.50      14.07
 Net assets at end of year (in millions of dollars)              185.8      214.9      208.1      196.5      167.7
 Portfolio turnover rate (%)                                        97        149         83         53         40

The above figures have been audited by Ernst & Young LLP, the Fund's independent registered public accounting firm. Their report, along with full financial statements, appears in the Fund's most recent shareholder report (see back cover).

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Shows what this ratio would have been if there had been no waiver of investment management fee.

(2) Shows what this ratio would have been if there had been no expense offset arrangements.

(4) Would have been lower if Neuberger Berman Management Inc. had not waived certain expenses.

7 Advisers Management Trust Growth Portfolio (Class I)

Neuberger Berman

Your Investment

Under certain circumstances, the Fund reserves the right to:

8 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

9 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

10 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

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Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

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

11 Your Investment

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Neuberger Berman Advisers Management Trust Growth Portfolio (Class I) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

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Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

A0065 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

I CLASS SHARES
Guardian Portfolio

Contents

ADVISERS MANAGEMENT TRUST

Guardian Portfolio (Class I).................................................2


YOUR INVESTMENT
Buying and Selling Fund Shares...............................................8

Share Prices.................................................................9

Fund Structure..............................................................10

Distributions and Taxes.....................................................10

Portfolio Holdings Policy...................................................11

THIS PORTFOLIO:

Neuberger Berman Advisers Management Trust

Guardian Portfolio (Class I)

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GOAL & STRATEGY

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

To pursue these goals, the Fund invests mainly in common stocks of mid- to large-capitalization companies. The Fund seeks to reduce risk by investing across many different industries. The Portfolio Managers employ a research driven and valuation sensitive approach to stock selection. They seek to identify stocks in well-positioned businesses that they believe are undervalued in the market. They look for solid balance sheets, strong management teams with a track record of success, good cash flow, the prospect for above average earnings growth, and other valuation-related factors.

The Portfolio Managers follow a disciplined selling strategy and may sell a stock when it reaches a target price, when the company's business fails to perform as expected, or when other opportunities appear more attractive.

The Fund may change its goal without shareholder approval, although it does not currently intend to do so.

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

[GRAPHIC OMITTED]

Mid- and Large-Cap Stocks

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

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

[GRAPHIC OMITTED]

Valuation Sensitive Investing

In addition to traditional value investing - i.e., looking for value among companies whose stock prices are below their historic average, based on earnings, cash flow, or other financial measures - we may also buy a company's shares if they look more fully priced based on Wall Street consensus estimates of earnings, but still inexpensive relative to our estimates. We look for these companies to rise in price as they outperform Wall Street's expectations, because some aspect of the business has not been fully appreciated or appropriately priced by other investors.

2 Advisers Management Trust Guardian Portfolio (Class I)

MAIN RISKS
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The Fund holds a relatively concentrated portfolio that may contain fewer securities than the portfolios of other mutual funds. Holding a relatively concentrated portfolio may increase the risk that the value of the Fund could go down because of the poor performance of one or a few investments.

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

With a valuation sensitive approach, there is also the risk that stocks may remain undervalued during a given period. This may happen because value stocks, as a category, lose favor with investors compared to growth stocks, or because of a failure to anticipate which stocks or industries would benefit from changing market or economic conditions.

Other Risks

3 Advisers Management Trust Guardian Portfolio (Class I)

PERFORMANCE
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Year-by-Year % Returns as of 12/31 each year

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Best quarter: Q1 '98, 31.76%
Worst quarter: Q3 '98, -22.27%

Average Annual Total % Returns as of 12/31/2006

                                                 Since
                                               Inception
                    1 Year       5 Years       11/3/1997
Guardian
 Portfolio
(Class I)           13.38         6.64           8.91
S&P 500 Index       15.78         6.19           6.56
Index Description:
The S&P 500 is an unmanaged index of U.S. stocks.

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Performance Measures

As a frame of reference, the table includes a broad-based market index. The Fund's performance figures include all of its expenses; the index does not include costs of investment.

Because the Fund had a policy of investing mainly in large-cap stocks prior to December 2002, its performance during those times might have been different if current policies had been in effect.

4 Advisers Management Trust Guardian Portfolio (Class I)

INVESTOR EXPENSES
[GRAPHIC OMITTED]

Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          0.85
  fees**
 Distribution        N/A
  (12b-1) fees
 Other expenses      0.14

----------------
 Total annual        0.99
operating
  expenses

Expense Example

             1 Year     3 Years     5 Years     10 Years
Expenses    $101       $315        $547        $1,213

*The figures in the table are based on last year's expenses.

**"Management fees" includes investment management and administration fees.

[GRAPHIC OMITTED]

INVESTMENT MANAGER

5 Advisers Management Trust Guardian Portfolio (Class I)

PORTFOLIO MANAGERS
Arthur Moretti is a Vice President of Neuberger Berman Management Inc. and a Managing Director of Neuberger Berman, LLC. Mr. Moretti joined each firm in 2001 and has managed the fund since December 2002. He was a portfolio manager and fund analyst at two other firms since 1991.

Ingrid S. Dyott is a Vice President of Neuberger Berman Management Inc. and a Managing Director of Neuberger Berman, LLC. She has been an Associate Manager of the Fund since December 2003 and has been a Portfolio Manager at Neuberger Berman since 1997. She was a research analyst and the project director for a social research group from 1995 to 1997.

Sajjad S. Ladiwala is a Vice President of Neuberger Berman Management Inc. and Neuberger Berman, LLC. He has been an Associate Manager of the Fund since December 2003. He held various positions as a financial analyst at two other firms since 1994.

6 Advisers Management Trust Guardian Portfolio (Class I)

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

The financial highlights table is intended to help you understand the Fund's financial
performance for the past 5 years.

                       Year Ended December 31,                            2002      2003    2004    2005    2006
 Per-share data ($)
 Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it
distributed to
 investors, and how its share price changed.
                         Share price (NAV) at beginning of year           14.64    10.70   13.98   16.17   17.50
 Plus:                   Income from investment operations
                         Net investment income                             0.10     0.03    0.04    0.12    0.05
                         Net gains/losses - realized and unrealized       (3.95)    3.36    2.17    1.24    2.29
                         Subtotal: income from investment operations      (3.85)    3.39    2.21    1.36    2.34
 Minus:                  Distributions to shareholders
                         Income dividends                                  0.09     0.11    0.02    0.03    0.13
                         Subtotal: distributions to shareholders           0.09     0.11    0.02    0.03    0.13
 Equals:                 Share price (NAV) at end of year                 10.70    13.98   16.17   17.50   19.71

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment income, as they actually are as well as how they would have
been if certain
 expense reimbursement/repayment and waiver and/or offset arrangements had not been in effect.
 Net expenses - actual                                                     0.98     0.97    0.97    1.00    0.99
 Gross expenses(1)                                                            -     0.98    0.97    1.00    0.99
 Expenses(2)                                                               0.98     0.97    0.98    1.00    0.99
 Net investment income - actual                                            0.81     0.25    0.25    0.71    0.29

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over each year, assuming all distributions
were reinvested.
 The turnover rate reflects how actively the fund bought and sold securities.
 Total return (%)(3)(4)                                                  (26.45)   31.76   15.81    8.39   13.38
 Net assets at end of year (in millions of dollars)                       140.3    169.2   177.3   175.3   155.0
 Portfolio turnover rate (%)                                                147       58      24      32      23

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Shows what this ratio would have been if there had been no expense reimbursement/repayment and/or waiver of investment management fee.

(2) Shows what this ratio would have been if there had been no expense offset arrangements.

(4) Would have been lower/higher if Neuberger Berman Management Inc. had not waived/recouped certain expenses.

7 Advisers Management Trust Guardian Portfolio (Class I)

Neuberger Berman

Your Investment

-- BUYING AND SELLING FUND SHARES

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

Under certain circumstances, the Fund reserves the right to:

8 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

9 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

The Fund uses a "multiple class" structure. The Fund offers Class I and Class S shares that have identical investment programs but different arrangements for distribution and shareholder servicing and, consequently, different expenses. This prospectus relates only to Class I shares of the Fund.

10 Your Investment

these contracts should not be subject to federal tax on distribution of dividends and income from the Fund to the insurance company's separate accounts. Under the relevant regulations, a Fund is deemed adequately diversified if (i) no more than 55% of the value of the total assets of the Fund is represented by any one investment; (ii) no more than 70% of such value is represented by any two investments; (iii) no more than 80% of such value is represented by any three investments; and (iv) no more than 90% of such value is represented by any four investments. For purposes of these regulations all securities of the same issuer are treated as a single investment, but each United States government agency or instrumentality is treated as a separate issuer. It is possible that complying with these requirements may at times call for decisions that could reduce investment performance.

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

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

11 Your Investment

portfolio holdings for the Fund are available at http://www.nb.com 15-30 days after each month-end. The Fund's complete portfolio holdings will remain available at www.nb.com until the subsequent month-end holdings have been posted. Complete holdings for the Fund will also be available in reports on Form N-Q or Form N-CSR filed with the SEC. Historical portfolio holdings are available upon request.

12 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust Guardian Portfolio (Class I) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

A0068 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

S CLASS SHARES
Guardian Portfolio

Contents

ADVISERS MANAGEMENT TRUST

Guardian Portfolio (Class S).................................................2


YOUR INVESTMENT
Buying and Selling Fund Shares...............................................8

Share Prices.................................................................9

Fund Structure..............................................................10

Distributions and Taxes.....................................................10

Portfolio Holdings Policy...................................................12

THIS PORTFOLIO:
-- is offered to certain life insurance companies to serve as an investment vehicle under their variable annuity and variable life insurance contracts and is also offered to certain qualified pension and retirement plans -- is designed for investors with long-term goals in mind -- offers you the opportunity to participate in financial markets through a professionally managed stock portfolio -- carries certain risks, including the risk that you could lose money if Fund shares are worth less than what you paid. This prospectus discusses principal risks of investment in Fund shares. These and other risks are discussed in detail in the Statement of Additional Information (see back cover). If you are buying a variable contract or qualified plan, you should also read the contract's prospectus
-- is a mutual fund, not a bank deposit, and is not guaranteed or insured by the FDIC or any other government agency

Neuberger Berman Advisers Management Trust

Guardian Portfolio (Class S)

[GRAPHIC OMITTED]

GOAL & STRATEGY

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

The Fund may change its goal without shareholder approval, although it does not currently intend to do so.

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

[GRAPHIC OMITTED]

Mid- and Large-Cap Stocks

[GRAPHIC OMITTED]

Valuation Sensitive Investing

2 Advisers Management Trust Guardian Portfolio (Class S)

MAIN RISKS
[GRAPHIC OMITTED]

Other Risks

3 Advisers Management Trust Guardian Portfolio (Class S)

PERFORMANCE
[GRAPHIC OMITTED]

Year-by-Year % Returns as of 12/31 each year*

[GRAPHIC OMITTED]

Best quarter: Q1 '98, 31.76%
Worst quarter: Q3 '98, -22.27%

Average Annual Total % Returns as of 12/31/2006*

                                                 Since
                                               Inception
                    1 Year       5 Years       11/3/1997
Guardian
 Portfolio
(Class S)           13.02         6.40           8.78
S&P 500 Index       15.78         6.19           6.56
Index Description:
The S&P 500 is an unmanaged index of U.S. stocks.

* Through 5/1/2000, Advisers Management Trust Guardian Portfolio was organized as a feeder fund in a master/feeder, rather than a multiple class, structure. Performance shown for the periods from 11/3/1997 to 5/1/2000 is that of the predecessor feeder fund, which had an identical investment program and the same expenses as Advisers Management Trust Guardian Portfolio. Because Class S shares of the Fund commenced operations on 8/2/ 2002, performance from the beginning of the measurement period shown above to 8/2/2002 is that of Fund's Class I shares. Annual returns would differ only to the extent that Class I shares and Class Shares have different expenses. Class S shares are sold with a distribution (12b-1) and service fee. Class I shares are not offered in this prospectus.

[GRAPHIC OMITTED]

Performance Measures

As a frame of reference, the table includes a broad-based market index. The Fund's performance figures include all of its expenses; the index does not include costs of investment.

Because the Fund had a policy of investing mainly in large-cap stocks prior to December 2002, its performance during those times might have been different if current policies had been in effect.

4 Advisers Management Trust Guardian Portfolio (Class S)

INVESTOR EXPENSES
[GRAPHIC OMITTED]

Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          0.85
  fees**
 Distribution        0.25
  (12b-1) fees
 Other expenses      0.15

----------------
 Total Annual        1.25
Operating
  Expenses

Expense Example

             1 Year     3 Years     5 Years     10 Years
Expenses    $127       $397        $686        $1,511

*The figures in the table are based on last year's expenses.

**"Management fees" includes investment management and administration fees.

[GRAPHIC OMITTED]

INVESTMENT MANAGER

5 Advisers Management Trust Guardian Portfolio (Class S)

6 Advisers Management Trust Guardian Portfolio (Class S)

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

The financial highlights table is intended to help you understand the Fund's financial
performance for the past 5 years.

                   Year Ended December 31,                         2002(1)       2003    2004    2005    2006
 Per-share data ($)
 Data apply to a single share throughout the period indicated. You can see what the Fund earned (or lost), what
it distributed to
 investors, and how its share price changed.
                Share price (NAV) at beginning of period            11.23       10.69   14.02   16.20   17.52
 Plus:          Income from investment operations
                Net investment income                                0.03        0.00    0.00    0.09    0.02
                Net gains/losses - realized and unrealized          (0.57)       3.35    2.18    1.23    2.26
                Subtotal: income from investment operations         (0.54)       3.35    2.18    1.32    2.28
 Minus:         Distributions to shareholders
                Income dividends                                        -        0.02       -       -    0.13
 Equals:        Share price (NAV) at end of period                  10.69       14.02   16.20   17.52   19.67

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment income, as they actually are as well as how they would
have been if certain
 expense waiver and/or offset arrangements had not been in effect.
 Net expenses - actual                                               1.24(2)     1.22    1.22    1.24    1.25
 Gross expenses(3)                                                      -        1.22    1.22    1.26    1.25
 Expenses(4)                                                         1.24(2)     1.22    1.23    1.25    1.25
 Net investment income - actual                                      0.63(2)     0.02    0.03    0.53    0.11

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over the period, assuming all
distributions were reinvested.
 The turnover rate reflects how actively the Fund bought and sold securities.
 Total return(%)(5)(6)                                              (4.81)(7)   31.39   15.55    8.15   13.02
 Net assets at end of year (in millions of dollars)                   0.1         0.1     0.3     0.4     1.5
 Portfolio turnover rate (%)                                          147          58      24      32      23

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Period from 8/2/2002 (beginning of operations) to 12/31/2002.

(2) Annualized.

(3) Shows what this ratio would have been if there had been no expense reimbursement and/or waiver of investment management fee.

(4) Shows what this ratio would have been if there had been no expense offset arrangements.

(5) Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.

(6) Would have been lower if Neuberger Berman Management Inc. had not waived certain expenses.

(7) Not annualized.

7 Advisers Management Trust Guardian Portfolio (Class S)

Neuberger Berman

Your Investment

-- BUYING AND SELLING FUND SHARES

Under certain circumstances, the Fund reserves the right to:

8 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

9 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

10 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

11 Your Investment

the intermediaries to make the Fund's shares available to their current or prospective variable contract owners and qualified plan participants, and therefore promote distribution of the Fund's shares.

12 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust Guardian Portfolio (Class S) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

C0037 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

S CLASS SHARES
International Portfolio

Contents

ADVISERS MANAGEMENT TRUST

International Portfolio......................................................2


YOUR INVESTMENT
Buying and Selling Fund Shares...............................................8

Share Prices.................................................................9

Fund Structure..............................................................10

Distributions and Taxes.....................................................10

Redemption Fee..............................................................12

Portfolio Holdings Policy...................................................12

Neuberger Berman Advisers Management Trust

International Portfolio

[GRAPHIC OMITTED]

GOAL & STRATEGY

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

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

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

In picking stocks, the Portfolio Managers look for well-managed and profitable companies that show growth potential and whose stock prices are undervalued. Factors in identifying these firms may include strong fundamentals, such as attractive cash flows and balance sheets, as well as prices that are reasonable in light of projected returns. The Portfolio Managers also consider the outlooks for various countries and regions around the world, examining economic, market, social, and political conditions.

The Fund may change its goal without shareholder approval, although it does not currently intend to do so.

[GRAPHIC OMITTED]

Foreign Stocks

There are many promising opportunities for investment outside the United States. Foreign markets often respond to different factors and therefore tend to follow cycles that are different from each other.

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

[GRAPHIC OMITTED]

Growth vs. Value Investing

The Fund uses a blend of growth and value strategies. Value investors seek stocks trading at below market average prices based on earnings, book value, or other financial measures before other investors discover their worth. Growth investors seek companies that are already successful but may not have reached their full potential.

2 Advisers Management Trust International Portfolio (Class S)

MAIN RISKS
[GRAPHIC OMITTED]

Most of the Fund's performance depends on what happens in international stock markets. The
behavior of these markets is unpredictable, particularly in the short term. Although foreign stocks offer added diversification potential, world markets may all react in similar fashion to important economic or political developments. The value of your investment will rise and fall, sometimes sharply, and you could lose money.

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

In addition, investing in foreign stocks may also involve a greater risk for excessive trading due to "time-zone arbitrage." If an event occurring after the close of a foreign market, but before the time the Fund computes its current net asset value, causes a change in the price of the foreign stock and such price is not reflected in the Fund's current net asset value, some investors may attempt to take advantage of anticipated price movements in securities held by the Fund based on such pricing discrepancies. This could be harmful to long-term shareholders.

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

Mid- and small-cap stocks tend to be less liquid and more volatile than large-cap stocks. Any type of stock may underperform any other during a given period.

Other Risks

The Fund may use certain practices and invest in certain securities involving additional risks. Borrowing, securities lending, and using derivatives could create leverage, meaning that certain gains or losses could be amplified, increasing share price movements. The Fund may use derivatives for hedging and for speculation. Hedging could reduce the Fund's losses from currency fluctuations, but could also reduce its gains. In using certain derivatives to gain stock market exposure for excess cash holdings, the Fund increases its risk of loss. A derivative instrument, whether used for hedging or speculation, could fail to perform as expected, causing a loss for the Fund.

3 Advisers Management Trust International Portfolio (Class S)

When the Fund anticipates adverse market, economic, political, or other conditions, it may temporarily depart from its goal and invest substantially in high-quality short-term investments. The Fund may also invest in these investments if it receives large cash inflows. This could help the Fund avoid losses but may mean lost opportunities.

[GRAPHIC OMITTED]

PERFORMANCE

The table and the chart below provide an indication of the risks of investing in the Fund. The bar

chart shows how the Fund's performance has varied from year to year. The table next to the chart shows what the return would equal if you averaged out actual performance over various lengths of time and compares the return with one or more measures of market performance. This information is based on past performance; it is not a prediction of future results. The performance information does not reflect insurance product or qualified plan expenses. If such information were reflected, returns would be less than those shown.

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

[GRAPHIC OMITTED]

Best quarter: Q4 '06, 12.30%
Worst quarter: Q2 '06, -0.54%

Average Annual Total % Returns as of 12/31/2006

                                Since Inception
                    1 Year        04/29/2005
 International
  Portfolio
 (Class S)          23.45           24.84
 EAFE Index         26.86           26.98
 Index Descriptions:
 The EAFE Index is an unmanaged index of stocks
from Europe,
 Australasia, and the Far East.

[GRAPHIC OMITTED]

Performance Information

As a frame of reference, the table includes a broad-based market index. The Fund's performance figures include all of its expenses; the index does not include costs of investment.

4 Advisers Management Trust International Portfolio (Class S)

INVESTOR EXPENSES
[GRAPHIC OMITTED]

The Fund does not charge you any fees for buying shares, but charges a redemption fee of 2.00%
when you sell or exchange shares held for 60 days or less. You pay your share of annual operating expenses, which are deducted from Fund assets. The expense example can help you compare costs among funds. You may, however, have additional expenses in connection with your insurance contract or qualified plan.

The table that follows shows the estimated operating expenses paid each year by the Fund. Actual expenses paid by the Fund may vary from year to year. You may participate in the Fund through a variable annuity contract or variable life insurance policy (variable contract) or through a qualified pension plan. If you participate through a variable contract, it is a contract between you and the issuing life insurance company. The Fund is not a party to that variable contract, but is merely an investment option made available to you by your insurance company under the variable contract. The fees and expenses of the Fund are not fixed or specified under the terms of your variable contract. The table and the expense example do not include expenses and charges that are, or may be, imposed under your variable contract. If such expenses and charges were included, your costs would be higher. For information on these charges, please refer to the applicable variable contract prospectus, prospectus summary or disclosure statement. If you participate through a qualified pension plan, the table and the expense example do not reflect expenses and charges that are, or may be, imposed under your qualified plan, and you should consult your plan administrator for more information.

Fee Table

 Shareholder Fees

----------------
 These are deducted directly
from your investment.
 Redemption Fee
 (% of amount        1.00
  redeemed or
  exchanged)
 This fee is charged on
investments held 60 days or
less, whether
 Fund shares are redeemed or
exchanged for shares of another
 fund. See "Redemption Fee"
below for more information.
 Annual operating expenses
 (% of average net assets)*
 These are deducted from fund
assets, so you pay them
indirectly.
 Management          1.15
  fees**
 Distribution        0.25
  (12b-1) fees
 Other expenses      0.27

----------------
 Total annual        1.67
operating
  expenses

Expense Example

             1 Year     3 Years     5 Years     10 Years
Expenses    $170       $526        $907        $1,976

* Neuberger Berman Management Inc. (NBMI) has undertaken through December 31, 2010 to reimburse certain operating expenses, including the compensation of NBMI and excluding taxes, interest, extraordinary expenses, brokerage commissions and transaction costs, that exceed, in the aggregate, 2.00% of the average daily net asset value of the Fund. The expense limitation agreement is contractual and any excess expenses can be repaid to NBMI within three years of the year incurred, provided such recoupment would not cause the fund to exceed its contractual expense limitation. Moreover, NBMI has voluntarily committed to reimburse certain expenses, as stated above, for an additional 0.50% of the average daily net asset value of fund to maintain the Fund's net operating expense ratio at 1.50%. NBMI may, at it sole discretion, terminate this voluntary additional reimbursement commitment without notice. The figures in the table are based on last year's expenses.

** "Management fees" includes investment management and administration fees.

5 Advisers Management Trust International Portfolio (Class S)

INVESTMENT MANAGER
[GRAPHIC OMITTED]

Neuberger Berman Management Inc. (the "Manager") is the Fund's investment manager,

administrator, and distributor. Pursuant to an investment advisory agreement, the Manager is responsible for choosing the Fund's investments and handling its day-to-day business. The Manager carries out its duties subject to the policies established by the Board of Trustees. The investment advisory agreement establishes the fees the Fund pays to the Manager for its services as the Fund's investment manager and the expenses paid directly by the Fund. The Manager engages Neuberger Berman, LLC as sub-adviser to provide investment research and related services. Together, the Neuberger Berman affiliates manage over $126.9 billion in total assets (as of 12/31/2006) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2006, the management/administration fees paid to Neuberger Berman Management Inc. were 1.14% of average net assets.

PORTFOLIO MANAGERS
Benjamin Segal is a Vice President of Neuberger Berman Management Inc. and Managing Director of Neuberger Berman, LLC. Mr. Segal joined the firm in 1999 and has been the Portfolio Manager since November 2003. Prior to that he was a co-Portfolio Manager since 2000. He was an assistant portfolio manager at another firm from 1997 to 1998. Prior to 1997, he held positions in international finance and consulting.

Milu E. Komer is a Vice President of Neuberger Berman Management Inc. and of Neuberger Berman, LLC. Ms. Komer joined the firm in 2001 and is the Associate Portfolio Manager of the Fund. Prior to that, she held associate positions at other investment firms from 1998 to 2001.

6 Advisers Management Trust International Portfolio (Class S)

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

The financial highlights table is intended to help you understand the Fund's financial
performance since its inception.

                    Year Ended December 31,                          2005(1)         2006
 Per-share data ($)
 Data apply to a single share throughout each period indicated. You can see
what the Fund earned (or lost), what it distributed to
 investors, and how its share price changed.
                  Share price (NAV) at beginning of year              10.00          11.68
 Plus:            Income from investment operations
                  Net investment income                                0.07           0.10
                  Net gains/losses - realized and unrealized           1.67           2.64
                  Subtotal: income from investment operations          1.74           2.74
                  Redemption fees                                      0.01              -
 Minus:           Distributions to shareholders
                  Income Dividends                                    (0.01)         (0.03)
                  Capital gain distributions                          (0.06)         (0.10)
                  Subtotal: distributions to shareholders             (0.07)         (0.13)
 Equals:          Share Price (NAV) at end of year                    11.68          14.29

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment income (loss), as they actually are as
well as how they would have been if
 certain expense reimbursement and/or waiver and/or offset arrangements had not been in effect.
 Net expenses - actual                                                    1.50(6)        1.50
 Gross expenses(2)                                                        5.84(6)        1.67
 Expenses(3)                                                              1.51(6)        1.50
 Net investment income - actual                                           0.91(6)        0.75

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over each period,
assuming all distributions were reinvested.
 The turnover rate reflects how actively the fund bought and sold securities.
 Total return (%)(4)(5)                                                  17.50(7)       23.45
 Net assets at end of year (in millions of dollars)                       12.6          338.6
 Portfolio turnover rate (%)                                                29(7)          39

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Period from 4/29/05 (beginning of operations) to 12/31/05.

(2) Shows what this ratio would have been if there had been no expense reimbursement and/or waiver of a portion of investment management fee.

(3) Shows what this ratio would have been if there had been no expense offset arrangements.

(5) Would have been lower if Neuberger Berman Management Inc. had not reimbursed certain expenses and/or waived a portion of investment management fees.

(6) Annualized.

(7) Not annualized.

7 Advisers Management Trust International Portfolio (Class S)

Neuberger Berman

Your Investment

-- BUYING AND SELLING FUND SHARES
The Fund described in this prospectus is designed for use with certain variable insurance contracts and qualified plans. The Fund is closed to new participating life insurance companies and qualified pension and retirement plans, and is only offered to life insurance companies and qualified plans that participated in the Fund since July 31, 2006. Because shares of the Fund are held by the insurance company or qualified plans involved, you will need to follow the instructions provided by your insurance company or qualified plan for matters involving allocations to this Fund.

Under certain circumstances, the Fund reserves the right to:

8 Your Investment

event of a conflict. If there is a conflict, it is possible that to resolve it, one or more insurance company separate accounts or qualified plans might be compelled to withdraw its investment in the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

9 Your Investment

the state of the markets, which may be incomplete. The estimated fair value of a security may differ from the value that would have been assigned to a security had other sources, such as the last trade price, been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

10 Your Investment

is represented by any one investment; (ii) no more than 70% of such value is represented by any two investments; (iii) no more than 80% of such value is represented by any three investments; and (iv) no more than 90% of such value is represented by any four investments. For purposes of these regulations all securities of the same issuer are treated as a single investment, but each United States government agency or instrumentality is treated as a separate issuer. It is possible that complying with these requirements may at times call for decisions that could reduce investment performance.

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

11 Your Investment

-- REDEMPTION FEE
If you sell your shares of the Fund or exchange them for shares of another fund within 60 days or less of purchase, you will be charged a fee of 2.00% on the current net asset value of the shares sold or exchanged. The fee is paid to the Fund to deter potential abusive short-term trading or market-timing activities in the Fund and to offset costs associated with such trading or activity, such as portfolio transaction and administrative costs.

The Fund uses a "first-in, first-out" method to determine how long you have held your Fund shares. This means that if you bought shares on different days, the shares purchased first will be considered redeemed first for purposes of determining whether the redemption fee will be charged.

The Fund will waive the redemption fee for certain types of transactions, such as scheduled and systematic redemptions; redemptions due to the movement of funds at annuitization of a variable product contract; redemptions resulting from the death of a contractholder; and otherwise as determined by the Fund in its sole discretion.

12 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust International Portfolio (Class S) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

A0070 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

S CLASS SHARES
International Large Cap Portfolio

Contents

ADVISERS MANAGEMENT TRUST

International Large Cap Portfolio............................................2


YOUR INVESTMENT
Buying and Selling Fund Shares..............................................10

Share Prices................................................................11

Fund Class Structure........................................................12

Distributions and Taxes.....................................................12

Redemption Fee..............................................................13

Portfolio Holdings Policy...................................................14

THIS PORTFOLIO:

Neuberger Berman Advisers Management Trust

International Large Cap Portfolio

[GRAPHIC OMITTED]

GOAL & STRATEGY

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

To pursue this goal, the Fund invests mainly in large-capitalization foreign companies, including companies in developed and emerging industrialized markets. The Fund currently defines large-capitalization companies as those with a market capitalization greater than $2.5 billion. The Fund defines a foreign company as one that is organized outside of the United States and conducts the majority of its business abroad.

In picking stocks, the Portfolio Managers look for well-managed and profitable companies that show growth potential and whose stock prices are undervalued. Factors in identifying these firms may include strong fundamentals, such as attractive cash flows and balance sheets, as well as prices that are reasonable in light of projected returns. The Portfolio Managers also consider the outlooks for various countries and sectors around the world, examining economic, market, social, and political conditions.

The Fund may change its goal without shareholder approval, although it does not currently intend to do so.

[GRAPHIC OMITTED]

Foreign Stocks

[GRAPHIC OMITTED]

Growth and Value Investing

2 Advisers Management Trust International Large Cap Portfolio (Class S)

MAIN RISKS
[GRAPHIC OMITTED]

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

In addition, investing in foreign stocks may also involve a greater risk for excessive trading due to "time-zone arbitrage". If an event occurring after the close of a foreign market, but before the time the Fund computes its current net asset value, causes a change in the price of the foreign stock and such price is not reflected in the Fund's current net asset value, some investors may attempt to take advantage of anticipated price movements in securities held by the Fund based on such pricing discrepancies. This could be harmful to long-term shareholders.

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

At times, larger capitalization stocks may lag other types of stocks in performance, which could cause a fund holding these stocks to perform worse than certain other funds over a given time period. Any type of stock may underperform any other during a given period.

Other Risks

The Fund may use certain practices and invest in certain securities involving additional risks. Borrowing, securities lending, and using derivatives could create leverage, meaning that certain gains or losses could be amplified, increasing share price movements. The Fund may use derivatives for hedging and for speculation. Hedging could reduce the Fund's losses from currency fluctuations, but could also reduce its gains. In using certain derivatives to gain stock market exposure for excess cash holdings, the Fund

3 Advisers Management Trust International Large Cap Portfolio (Class S)

increases its risk of loss. A derivative instrument, whether used for hedging or speculation, could fail to perform as expected, causing a loss for the Fund.

4 Advisers Management Trust International Large Cap Portfolio (Class S)

PERFORMANCE
[GRAPHIC OMITTED]

When this prospectus was prepared, the Fund was new and had no performance record.
Accordingly, performance charts are not included.

5 Advisers Management Trust International Large Cap Portfolio (Class S)

INVESTOR EXPENSES
[GRAPHIC OMITTED]

The table that follows shows the estimated operating expenses paid each year by the Fund. Actual expenses paid by the Fund may vary from year to year. You may participate in the Fund through a variable annuity contract or variable life insurance policy (variable contract) or through a qualified pension plan. If you participate through a variable contract, it is a contract between you and the issuing life insurance company. The Fund is not a party to that variable contract, but is merely an investment option made available to you by your insurance company under the variable contract. The fees and expenses of the Fund are not fixed or specified under the terms of your variable contract. The table and the expense example do not include expenses and charges that are, or may be, imposed under your variable contract. If such expenses and charges were included, your costs would be higher. For information on these charges, please refer to the applicable variable contract prospectus, prospectus summary or disclosure statement. If you participate through a qualified pension plan, the table and the expense example do not reflect expenses and charges that are, or may be, imposed under your qualified plan, and you should consult your plan administrator for more information.

Fee Table

 Shareholder
Fees
 (% of amount     N/A
redeemed or
exchanged)

----------------
 These are deducted
directly from your
investment.
 Redemption       2.00
Fee*

----------------
 Annual Fund Operating
Expenses
 (% of average net assets)
 These are deducted from
Fund assets, so you pay
them indirectly.
 Management       0.85
fees**
 Distribution     0.25
(12b-1) fees
 Other            0.82
expenses***

----------------
 Total annual     1.92
operating
expenses

----------------
 Minus: Expense   0.62
reimbursement

----------------
 Net              1.30
expenses****

Expense Example

The example assumes that you invested $10,000 for the periods shown, that you earned a hypothetical 5% total return each year, and that the Fund's expenses were those in the table to the left. Actual performance and expenses may be higher or lower.

                1 Year        3 Years
Expenses       $132          $412

* This fee is charged on investments held 60 days or less, whether Fund shares are redeemed or exchanged for shares of another Fund. See "Redemption Fee" for more information.

** "Management fees" includes investment management and administration fees.

*** "Other expenses" are based on estimated amounts for the current fiscal year and estimated net assets of $25,000,000.

**** Neuberger Berman Management Inc. (NBMI) has contractually agreed to forgo current payment of fees and/or reimburse certain expenses of Class S of the Fund through December 31, 2010, so that the total annual operating expenses of Class S of the Fund are limited to 1.30% of average net assets. This arrangement does not cover interest, taxes, brokerage commission and transaction costs, and extraordinary expenses. The Fund has agreed that Class S will repay NBMI for fees and expenses forgone or reimbursed for that class provided that repayment does not cause its annual operating expenses to exceed 1.30% of its average net assets. Any such repayment must be made within three years after the year in which NBMI incurred the expense. At its discretion, NBMI may also voluntarily waive certain fees of the Fund.

6 Advisers Management Trust International Large Cap Portfolio (Class S)

INVESTMENT MANAGER
[GRAPHIC OMITTED]

Neuberger Berman Management Inc. (the "Manager") is the Fund's investment manager,

administrator, and distributor. Pursuant to an investment advisory agreement, the Manager is responsible for choosing the Fund's investments and handling its day-to-day business. The Manager carries out its duties subject to the policies established by the Board of Trustees. The investment advisory agreement establishes the fees the Fund pays to the Manager for its services as the Fund's investment manager and the expenses paid directly by the Fund. The Manager engages Neuberger Berman, LLC as sub-adviser to provide investment research and related services. Together, the Neuberger Berman affiliates manage $126.9 billion in total assets (as of 12/31/2006) and continue an asset management history that began in 1939. The Fund will pay the Manager fees at the annual rate of 0.55% of the first $250 million, 0.525% of the next $250 million, 0.500% of the next $250 million, 0.475% of the next $250 million, 0.450% of the next $500 million, 0.425% of the next $2.5 billion, and 0.400% of amounts in excess of $4 billion of the Fund's average daily net assets for investment management services and 0.30% of its average daily net assets for administrative services provided to the Fund.

A discussion regarding the basis of the Board of Trustee's approval of the investment advisory and sub-advisory agreements will be in the Fund's shareholder report, when available.

7 Advisers Management Trust International Large Cap Portfolio (Class S)

PORTFOLIO MANAGERS
Benjamin Segal is a Vice President of Neuberger Berman Management Inc. and Managing Director of Neuberger Berman, LLC. Mr. Segal joined the firms in 1999 and has been the Portfolio Manager of the Fund since its inception in 2006. He has been a Portfolio Manager at Neuberger Berman Management Inc. since 2000, with responsibility for other mutual funds advised by the Manager.

Milu E. Komer is a Vice President of Neuberger Berman Management Inc. and of Neuberger Berman, LLC. Ms. Komer joined the firms in 2001 and has been the Associate Portfolio Manager of the Fund since its inception in 2006.

Please see the Statement of Additional Information for additional information about the Portfolio Managers' compensation, other accounts managed by the Portfolio Managers, and the Portfolio Managers' ownership of Fund shares.

8 Advisers Management Trust International Large Cap Portfolio (Class S)

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

When this prospectus was prepared, the Fund was new and had no financial highlights to report.

9 Advisers Management Trust International Large Cap Portfolio (Class S)

Neuberger Berman

Your Investment

Under certain circumstances, the Fund reserves the right to:

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

10 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
Because Fund shares do not have a sales charge, the price you pay for each share of the Fund is the Fund's net asset value per share. Unless a redemption fee is applied, the Fund pays the shareholder the full share price when the shareholder sells shares. The Fund imposes a redemption fee on sales or exchanges of Fund shares held 60 days or less (see "Redemption Fee").

[GRAPHIC OMITTED]

Share Price Calculations

When valuing portfolio securities, the Fund uses market prices.

In certain cases, events that occur after markets have closed may render certain prices unreliable or reliable market quotes may not be available. When the Fund believes a market price does not reflect the amount that the Fund would receive on a current sale of that security, the Fund may substitute for the market price a fair-value estimate made according to methods approved by its Board of Trustees. The Fund may also use these methods to value certain types of illiquid securities.

The use of fair value estimates could therefore affect the Fund's share price. Estimated fair value may involve greater reliance on Neuberger Berman Management Inc.'s judgment, estimates from vendors, and available data bearing on the value of the security and the state of the markets, which may be incomplete. The estimated fair value of a security may differ from the value that would have been

11 Your Investment

assigned to a security had other sources, such as the last trade price, been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

-- FUND CLASS STRUCTURE
The Fund currently offers Class S shares only.

-- DISTRIBUTIONS AND TAXES
The information below is only a summary of some of the important federal tax considerations generally affecting the Fund and its shareholders; for a more detailed discussion, request a copy of the Statement of Additional Information. Also, you may want to consult the prospectus for your variable contract or your tax professional for information regarding taxes applicable to the variable contract. Everyone's tax situation is different, and your professional should be able to help you answer any questions you may have.

12 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

The Fund will waive the redemption fee for certain types of transactions, such as scheduled and systematic redemptions; redemptions due to the movement of funds at annuitization of a variable

13 Your Investment

product contract; redemptions resulting from the death of a contractholder; and otherwise as determined by the Fund in its sole discretion.

14 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust International Large Cap Portfolio (Class S) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

G0384 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

S CLASS SHARES

Lehman Brothers High Income Bond Portfolio (formerly, High Income Bond Portfolio)

Contents

ADVISERS MANAGEMENT TRUST

Lehman Brothers High Income Bond Portfolio (formerly, High Income Bond Portfolio).............................................................2

YOUR INVESTMENT

Buying and Selling Fund Shares..............................................10

Share Prices................................................................11

Fund Structure..............................................................12

Distributions and Taxes.....................................................12

Portfolio Holdings Policy...................................................14

THIS PORTFOLIO:
-- is offered to certain life insurance companies to serve as an investment vehicle under their variable annuity and variable life insurance contracts and is also offered to certain qualified pension and retirement plans -- is designed for investors with long-term goals in mind -- offers you the opportunity to participate in financial markets through a professionally managed bond portfolio -- carries certain risks, including the risk that you could lose money if Fund shares are worth less than what you paid. This prospectus discusses principal risks of investment in Fund shares. These and other risks are discussed in detail in the Statement of Additional Information (see back cover). If you are buying a variable contract or qualified plan, you should also read the contract's prospectus
-- is a mutual fund, not a bank deposit, and is not guaranteed or insured by the FDIC or any other government agency

Neuberger Berman Advisers Management Trust

Lehman Brothers High Income Bond Portfolio (formerly, High Income Bond Portfolio)

[GRAPHIC OMITTED]

Goal & Strategy

The Fund seeks high total returns consistent with capital preservation.

To pursue this goal, the Fund normally invests primarily in a diversified portfolio of intermediate-term, U.S. dollar-denominated, high-yield corporate bonds (including those sometimes known as "junk bonds") rated at the time of investment "Baa1" or below by Moody's Investors Service, Inc. ("Moody's"), or "BBB+" or below by Standard & Poor's ("S&P"), or unrated bonds deemed by the Portfolio Managers to be of comparable quality.

The Fund normally expects to have a weighted averaged maturity between five and ten years. The Fund endeavors to manage credit risk and minimize interest rate risk through credit analysis, credit diversity and emphasis on intermediate-term maturities. The Fund intends to opportunistically rotate quality and sector exposures throughout the credit cycle, maintaining a higher quality bias during economic downturns and investing a portion of the Fund in lower rated issues during economic expansion. The Fund invests its assets in a broad range of issuers and industries.

Most of the bonds the Fund invests in are below investment grade and, under rating agency guidelines, involve a greater risk than investment grade bonds that the issuer will default in the timely payment of interest and principal or fail to comply with the other terms of the offering over a period of time. The Fund is suitable for investors who seek a total return in excess of the return typically offered by U.S. Treasury securities and who are comfortable with the risks associated with investing in a portfolio made up primarily of intermediate-term, U.S. dollar-denominated, high-yield corporate bonds of the credit quality in which the Fund invests.

[GRAPHIC OMITTED]

High-Yield Bonds

"High-Yield Bonds" are fixed income securities rated in the lowest investment grade category (BBB/ Baa) or lower or unrated bonds deemed by the managers to be of comparable quality. These securities typically offer investors higher yields than other fixed income securities. The higher yields are justified by the weaker credit profiles of high-yield issuers as compared to investment grade issuers. High-yield bonds include debt obligations of all types issued by U.S. and non-U.S. corporate and governmental issuers, including bonds, debentures and notes, and preferred stocks that have priority over any other class of stock of the issuer as to the distribution of assets or the payment of dividends. A high-yield bond itself may be convertible into or exchangeable for equity securities, or it may carry with it the right to acquire equity securities evidenced by warrants attached to the bond or acquired as part of a unit with the bond.

The Fund normally invests at least 80% of its net assets in bonds and other debt securities. The Fund will not alter this policy without providing shareholders at least 60 days' advance notice.

2 Advisers Management Trust Lehman Brothers High Income Bond Portfolio (Class

[GRAPHIC OMITTED]

Debt Securities

Debt securities differ in their interest rates and maturities, among other factors. The Portfolio Managers' expectations as to future changes in interest rates will influence the maturity of the debt securities comprising the Fund's portfolio. For example, if the Portfolio Managers expect interest rates to rise, they may invest more heavily in bonds with shorter maturities, with the intention of benefiting the Fund from purchases of longer-term bonds after rates have risen. Conversely, if the Portfolio Managers expect interest rates to fall, they may invest more heavily in bonds with longer maturities, with the intention of taking advantage of the high rates then available. Under normal market conditions, the Portfolio Managers anticipate that the Fund's portfolio will have a weighted averaged maturity between five and ten years.

3 Advisers Management Trust Lehman Brothers High Income Bond Portfolio (Class

Main Risks
[GRAPHIC OMITTED]

Much of the Fund's performance depends on what happens in the high-yield bond market. The
market's behavior is unpredictable, particularly in the short term. Because of this, the value of your investment will rise and fall, and you could lose money.

By focusing on lower-rated bonds, the Fund is subject to their risks, including the risk its holdings may:

-- fluctuate more widely in price and yield than investment-grade bonds -- fall in price during times when the economy is weak or is expected to become weak
-- be difficult to sell at the time and price the Fund desires -- require a greater degree of judgment to establish a price

The value of the Fund's shares will fluctuate in response to:

-- changes in interest rates; although the link between interest rates and bond prices tends to be weaker with lower-rated bonds than with investment-grade bonds, generally when interest rates decline, the value of the Fund's investments will rise; conversely, when interest rates rise, the value of the Fund's investments will decline; as a general matter, the longer the maturity of the portfolio, the greater is the effect of interest rate change
-- changes in the actual and perceived creditworthiness of the issuers of the Fund's investments
-- social, economic or political factors -- factors affecting the industry in which a particular issuer operates, such as competition or technological advances -- factors affecting an issuer directly, such as management changes, labor relations, collapse of key suppliers or customers, or material changes in overhead

The Fund will invest in bonds rated below investment grade. High-yield bonds involve a greater risk than investment grade bonds, including greater price volatility and a greater risk that the issuer of such bonds will default in the timely payment of principal and interest. These bonds are considered predominantly speculative by the major rating agencies with respect to the issuer's continuing ability to meet principal and interest payments. The Fund does not normally invest in or continue to hold securities that are in default or have defaulted with respect to the payment of interest or repayment of principal but may do so depending on market conditions. The Fund may invest in securities whose ratings imply an imminent risk of default with respect to such payments. Issuers of securities in default may fail to resume principal or interest payments, in which case the Fund may lose its entire investment. In addition, the Fund may engage in active and frequent trading in the effort to achieve its investment objective, which may result in increased transaction costs and adverse tax consequences.

Lower-rated bonds can be less liquid and therefore may carry higher transaction costs, which could affect the Fund's performance.

Investing in high-yield bonds of limited liquidity may also involve a risk of excessive trading in the Fund's shares due to the potential for price arbitrage. If bonds are thinly traded, there may be an arbitrage opportunity if the bond prices that the Fund uses to compute its current net asset value varies from the prices that could be attained if the bonds were sold. Some investors may attempt to exploit this opportunity by trading in the Fund's shares, which could be harmful to long-term shareholders.

4 Advisers Management Trust Lehman Brothers High Income Bond Portfolio (Class

Some debt securities in which the Fund may invest allow the issuer to repay them early; these are referred to as "callable securities." Issuers will often repay the obligation underlying a callable security when interest rates are low. Therefore, to the extent the Fund holds callable securities and the issuers repay the securities early, the Fund may not benefit fully from the increase in value that other debt securities experience when rates decline. In addition, the Fund likely would have to reinvest the proceeds of the payoff at then current yields, which will be lower than the yield of the callable security that was paid off.

Other Risks

The Fund may use certain practices and invest in certain securities involving additional risks.

The use of certain derivatives to hedge interest rate risk could affect Fund performance if interest rates, or the derivatives, do not perform as expected. Securities lending and using derivatives could create leverage, meaning that certain gains and losses could be amplified, increase share price movements.

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

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

5 Advisers Management Trust Lehman Brothers High Income Bond Portfolio (Class

PERFORMANCE
[GRAPHIC OMITTED]

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

[GRAPHIC OMITTED]

Best quarter: Q4 '06, 3.72%
Worst quarter: Q1 '05, -1.29%

Average Annual Total % Returns as of 12/31/2006

                              Since Inception
                   1 Year       09/15/2004
 Lehman
Brothers
 High Income
Bond
 Portfolio         7.47            4.81
  (Class S)
 Lehman
Brothers
 Intermediate
Ba U.S.
 High Yield        9.65            6.65
  Index
 Lehman
Brothers U.S.
 Corporate
High Yield
 2% Issuer Cap     10.76           8.02
  Index
 Index Description:
 The Lehman Brothers Intermediate Ba High Yield
Index is an
 unmanaged index composed of Ba rated bonds with
maturities
 of less than 10 years.
 The Lehman Brothers U.S. Corporate High Yield
2% Issuer Cap
 Index is an unmanaged sub-index of the Lehman
Brothers U.S.
 Corporate High Yield Index (which includes all
U.S. dollar-
 denominated, taxable, fixed rate,
non-investment grade debt),
 capped such that no single issuer accounts for
more than 2%
 of the index weight.

[GRAPHIC OMITTED]

Performance Measures

As a frame of reference, the table includes a broad-based index of the portion of the bond market the Fund focuses on. The Fund's performance figures include all of its expenses; the index does not include costs of investment.

To obtain the Fund's current yield, call 800-877-9700 or visit the Neuberger Berman website at www.nb.com. The current yield is the Fund's net income over a 30-day period expressed as an annual rate of return.

Because the Fund's policies limited its ability to invest in bonds rated below "B" prior to July 2006, its performance during that time might have been different if current policies had been in effect.

6 Advisers Management Trust Lehman Brothers High Income Bond Portfolio (Class

INVESTOR EXPENSES
[GRAPHIC OMITTED]

Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          0.78
  fees**
 Distribution        0.25
  (12b-1) fees
 Other expenses      2.41

----------------
 Total annual        3.44
operating
  expenses

----------------
 Minus:              2.32
Expense
  reimbursement

----------------
 Net expenses        1.12

Expense Example

The example assumes that you invested $10,000 for the periods shown, that you earned a hypothetical 5% total return each year, and that the Fund's expenses were those in the table at left. Actual performance and expenses may be higher or lower.

             1 Year     3 Years     5 Years     10 Years
Expenses    $114       $356        $1,139      $3,207

* Neuberger Berman Management Inc. (NBMI) has contractually agreed to reimburse certain expenses of the Fund through 12/31/2010, so that the total annual operating expenses are limited to 1.10% of the Fund's average daily net asset value. This arrangement does not cover interest, taxes, brokerage commission and transaction costs, and extraordinary expenses. The Fund has agreed to repay NBMI for expenses reimbursed to the Fund provided that repayment does not cause the Fund's annual operating expenses to exceed its expense limitation. Any such repayment must be made within three years after the year in which NBMI incurred the expense. The figures in the table are based on last year's expenses.

** "Management Fees" include investment management and administration fees.

7 Advisers Management Trust Lehman Brothers High Income Bond Portfolio (Class

INVESTMENT MANAGER
[GRAPHIC OMITTED]

Neuberger Berman Management Inc. (the "Manager") is the Fund's investment manager,
administrator, and distributor. Pursuant to an investment advisory agreement, the Manager is responsible for choosing the Fund's investments and handling its day-to-day business. The Manager carries out its duties subject to the policies established by the Board of Trustees. The investment advisory agreement establishes the fees the Fund pays to the Manager for its services as the Fund's investment manager and the expenses paid directly by the Fund. The Manager engages Lehman Brothers Asset Management LLC as sub-adviser to provide investment research and related services. Prior to May 1, 2007, Neuberger Berman, LLC served as sub-adviser to the Fund. As a result of an internal reorganization, Lehman Brothers Asset Management LLC replaced Neuberger Berman, LLC as the Fund's sub-adviser effective May 1, 2007. The Manager and Lehman Brothers Asset Management LLC are wholly owned subsidiaries of Lehman Brothers Holdings Inc. Together, the Neuberger Berman affiliates manage $126.9 billion in total assets (as of 12/31/2006) and continues an asset management history that began in 1939. The Fund pays Neuberger Berman Management Inc. management fees at the rate of 0.78% of the Fund's average net assets.

PORTFOLIO MANAGERS
Ann H. Benjamin and Thomas P. O'Reilly are Vice Presidents of Neuberger Berman Management Inc. and Managing Directors of Neuberger Berman, LLC. They have co-managed the fund's assets since October 2005. Ms. Benjamin and Mr. O'Reilly also manage high yield portfolios for Lehman Brothers Asset Management LLC and its predecessor, an affiliate of Neuberger Berman. They have managed money for Lehman Brothers Asset Management LLC since 1997.

8 Advisers Management Trust Lehman Brothers High Income Bond Portfolio (Class

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

The financial highlights table is intended to help you understand the Fund's financial
performance since its inception.

                        Year Ended December 31,                                2004(1)           2005          2006
 Per-share data ($)
 Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it
distributed to
 investors, and how its share price changed.
                          Share price (NAV) at beginning of year                10.00            10.09        9.69
 Plus:                    Income from investment operations
                          Net investment income (loss)                           0.13             0.54        0.65
                          Net gains/losses - realized and unrealized             0.11            (0.42)       0.07
                          Subtotal: income from investment operations            0.24             0.12        0.72
 Minus:                   Distributions to shareholders
                          Income dividends                                       0.14             0.46        0.56
                          Capital gain distributions                             0.01             0.06           -
                          Subtotal: distributions to shareholders                0.15             0.52        0.56
 Equals:                  Share price (NAV) at end of year                      10.09             9.69        9.85

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment income (loss) - as they actually are as well as how they would
have
 been if certain expense reimbursement/waiver and offset arrangements had not been in effect.
 Net expenses - actual                                                           1.10(2)          1.11        1.11
 Gross expenses(3)                                                               4.64(2)          3.77        3.43
 Expenses(4)                                                                     1.13(2)          1.14        1.12
 Net investment income (loss) - actual                                           4.39(2)          5.33        6.56

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over each year, assuming all distributions
 were reinvested. The turnover rate reflects how actively the fund bought and sold securities.
 Total return (%)(5)(6)                                                          2.43(7)          1.20        7.47
 Net assets at end of year (in millions of dollars)                               3.1              4.0         5.7
 Portfolio turnover rate (%)                                                      104              143         140

All of the above figures have been audited by Tait, Weller & Baker LLP, the Fund's independent registered public accounting firm. Their report, along with full financial statements, appears in the Fund's most recent shareholder report (see back cover).

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Period from 9/15/2004 (beginning of operations) to 12/31/2004.

(2) Annualized.

(3) Shows what this ratio would have been if there had been no expense reimbursement and/or waiver of a portion of investment management fees.

(4) Shows what this ratio would have been if there had been no expense offset arrangements.

(5) Would have been lower if Neuberger Berman Management Inc. had not reimbursed certain expenses and/or waived a portion of investment management fees.

(6) Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.

(7) Not annualized.

9 Advisers Management Trust Lehman Brothers High Income Bond Portfolio (Class

Neuberger Berman

Your Investment

-- BUYING AND SELLING FUND SHARES

Under certain circumstances, the Fund reserves the right to:

10 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

11 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

-- FUND STRUCTURE
While Neuberger Berman Management Inc. and Lehman Brothers Asset Management LLC may serve as the adviser or sub-adviser of other mutual funds that have similar names, goals, and strategies as the Fund, there may be certain differences between the Fund and these other mutual funds in matters such as size, cash flow patterns and tax matters, among others. As a result, there could also be differences in performance.

12 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

13 Your Investment

14 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust Lehman Brothers High Income Bond Portfolio (Class S) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Lehman Brothers Asset Management LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

E0397 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

I CLASS SHARES

Lehman Brothers Short Duration Bond Portfolio (formerly, Limited Maturity Bond Portfolio)

Contents

ADVISERS MANAGEMENT TRUST
Lehman Brothers Short Duration Bond Portfolio (formerly, Limited Maturity Bond Portfolio).............................................................2

YOUR INVESTMENT

Buying and Selling Fund Shares..............................................10

Share Prices................................................................11

Fund Structure..............................................................12

Distributions and Taxes.....................................................12

Portfolio Holdings Policy...................................................14

THIS PORTFOLIO:
-- is offered to certain life insurance companies to serve as an investment vehicle under their variable annuity and variable life insurance contracts and is also offered to certain qualified pension and retirement plans -- is designed for investors with long-term goals in mind -- offers you the opportunity to participate in financial markets through a professionally managed bond portfolio -- carries certain risks, including the risk that you could lose money if Fund shares are worth less than what you paid. This prospectus discusses principal risks of investment in Fund shares. These and other risks are discussed in detail in the Statement of Additional Information (see back cover). If you are buying a variable contract or qualified plan, you should also read the contract's prospectus
-- is a mutual fund, not a bank deposit, and is not guaranteed or insured by the FDIC or any other government agency

Neuberger Berman Advisers Management Trust

Lehman Brothers Short Duration Bond Portfolio (formerly, Limited Maturity Bond Portfolio)

[GRAPHIC OMITTED]

GOAL & STRATEGY

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

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

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

The Portfolio Managers monitor national trends in the corporate and government securities markets, as well as a range of economic and financial factors. If particular sectors of the bond market appear relatively inexpensive, the Portfolio Managers may increase the Fund's exposure in those sectors and decrease exposure in other sectors. The Portfolio Managers look for securities that appear under priced compared to securities of similar structure and credit quality. In choosing lower-rated securities, the managers generally look for bonds from issuers whose financial health appears comparatively strong, and that may have their credit ratings raised. The Fund may sell securities if the Portfolio Managers find an opportunity they believe is more compelling or if the Portfolio Managers' outlook on the investment or the market changes.

The Fund may change its goals without shareholder approval, although it does not currently intend to do so. The Fund normally invests at least 80% of its net assets in bonds and other debt securities. The Fund will not alter this policy without providing shareholders at least 60 days' advance notice.

[GRAPHIC OMITTED]

Duration

Duration is a measure of a bond investment's sensitivity to changes in interest rates.

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

2 Advisers Management Trust Lehman Brothers Short Duration Bond Portfolio

(Class I)

[GRAPHIC OMITTED]

Bond Ratings

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

The Fund considers bonds rated in the top four categories of credit quality by at least one rating agency (and unrated bonds deemed by the managers to be of comparable quality) to be investment grade. Bonds rated no higher than the fifth or sixth category (BB/Ba or B) are considered non-investment grade. Many of these "junk bonds" are actually issued by reputable companies and offer attractive yields.

3 Advisers Management Trust Lehman Brothers Short Duration Bond Portfolio

(Class I)

MAIN RISKS
[GRAPHIC OMITTED]

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

The Fund's yield and total return will change with interest rate movements. When interest rates rise, the Fund's share price will typically fall. The Fund's sensitivity to this interest rate risk will increase with any increase in the Fund's duration. The Fund's performance may also suffer if certain bond market sectors emphasized do not perform as expected.

A downgrade or default affecting any of the Fund's securities would affect the Fund's performance. Performance could also be affected if unexpected interest rate trends cause the Fund's mortgage- or asset-backed securities to be paid off substantially earlier or later than expected. Higher interest rates generally result in slower payoffs, which effectively increase duration and heighten interest rate risk. When interest rates fall, many mortgages are refinanced, and mortgage-backed securities may be repaid early. Thus, the Fund may not experience the increase in market value from these securities that normally accompanies a decline in interest rates.

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

Over time, the Fund may produce lower returns than stock investments and less conservative bond investments. Although the Fund's average return has out paced inflation over the long term, it may not always do so. Your results relative to the rate of inflation will, of course, be affected by any taxes you pay on fund distributions.

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

4 Advisers Management Trust Lehman Brothers Short Duration Bond Portfolio

(Class I)

Other Risks

The Fund may use certain practices and invest in certain securities involving additional risks.

The use of certain derivatives to hedge interest rate risk or produce income could affect Fund performance if interest rates, or the derivatives, do not perform as expected. Securities lending and using derivatives could create leverage, meaning that certain gains or losses could be amplified, increasing share price movements.

Not all securities issued or guaranteed by U.S. government agencies or instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some are backed by the right of the issuing entity to borrow from the Treasury, while others are supported by the Treasury's discretionary authority to lend to the issuer, and still others are backed only by the issuing entity. The U.S. government securities purchased by the Fund may include mortgage-backed securities.

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

5 Advisers Management Trust Lehman Brothers Short Duration Bond Portfolio

(Class I)

PERFORMANCE
[GRAPHIC OMITTED]

The table and the chart below provide an indication of the risks of investing in the Fund. The bar

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

[GRAPHIC OMITTED]

Best quarter: Q1 '01, 3.53%
Worst quarter: Q2 '04, -0.75%

Average Annual Total % Returns as of 12/31/2006

                   1 Year     5 Years     10 Years
 Short
Duration Bond
 Portfolio         4.20        2.82        4.20

 Merrill Lynch
1-3 Year
 Treasury Index    3.96        2.82        4.69

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

[GRAPHIC OMITTED]

Performance Measures

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

6 Advisers Management Trust Lehman Brothers Short Duration Bond Portfolio

(Class I)

INVESTOR EXPENSES
[GRAPHIC OMITTED]

Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          0.65
  fees**
 Distribution        N/A
  (12b-1) fees
 Other expenses      0.10

----------------
 Total annual        0.75
operating
  expenses

Expense Example

             1 Year     3 Years     5 Years     10 Years
Expenses    $77        $240        $417        $930

*Neuberger Berman Management Inc. (NBMI) has contractually undertaken to limit the Fund's expenses through December 31, 2010 by reimbursing the Fund for its total operating expenses (excluding the compensation of NBMI, taxes, interest, extraordinary expenses, brokerage commissions and transaction costs), that exceed, in the aggregate, 1.00% per annum of the Fund's average daily net asset value. The Fund has contractually undertaken to reimburse NBMI for the excess expenses paid by NBMI, provided the reimbursements do not cause total operating expenses (exclusive of taxes, interest, brokerage commissions, transaction costs and extraordinary expenses) to exceed an annual rate of 1.00%; and the reimbursements are made within three years after the year in which NBMI incurred the expense. The figures in the table are based on last year's expenses.

**"Management Fees" include investment management and administration fees.

[GRAPHIC OMITTED]

INVESTMENT MANAGER

7 Advisers Management Trust Lehman Brothers Short Duration Bond Portfolio

(Class I)

Prior to May 1, 2007, Neuberger Berman, LLC served as sub-adviser to the Fund. As a result of an internal reorganization, Lehman Brothers Asset Management LLC replaced Neuberger Berman, LLC as the Fund's sub-adviser effective May 1, 2007. The Manager and Lehman Brothers Asset Management LLC are wholly owned subsidiaries of Lehman Brothers Holdings Inc. Together, the Neuberger Berman affiliates manage over $126.9 billion in total assets (as of 12/31/2006) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2006, the management/administration fees paid to the Manager were 0.65% of average net assets.

PORTFOLIO MANAGERS

John Dugenske, CFA, is a Vice President of Neuberger Berman Management Inc., a Managing Director of Neuberger Berman, LLC and Lehman Brothers Asset Management
LLC. Mr. Dugenske has been a Portfolio Manager of the Fund since 2004 and has managed portfolios for Neuberger Berman, LLC since 1998. Mr. Dugenske was Director of Research and Trading and a Managing Director at another firm from 1998 to 2003.

Thomas Sontag is a Vice President of Neuberger Berman Management Inc. and a Managing Director of Neuberger Berman, LLC and Lehman Brothers Asset Management
LLC. He has been a Portfolio Manager of the Fund since 2006 and has managed portfolios for Lehman Brothers Asset Management LLC since 2004. Before joining Lehman Brothers Asset Management LLC, Mr. Sontag was a portfolio manager at another firm for six years.

8 Advisers Management Trust Lehman Brothers Short Duration Bond Portfolio

(Class I)

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

The financial highlights table is intended to help you understand the Fund's financial
performance for the past 5 years.

                   Year Ended December 31,                      2002     2003       2004       2005      2006
 Per-share data ($)
 Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what
it distributed to
 investors, and how its share price changed.
                Share price (NAV) at beginning of year         13.47     13.50      13.20      12.82    12.64
 Plus:          Income from investment operations
                Net investment income                           0.53      0.37       0.30       0.35     0.51
                Net gains/losses - realized and unrealized      0.16     (0.05)     (0.20)     (0.17)    0.02
                Subtotal: income from investment operations     0.69      0.32       0.10       0.18     0.53
 Minus:         Distributions to shareholders
                Income dividends                                0.66      0.62       0.48       0.36     0.41
                Subtotal: distributions to shareholders         0.66      0.62       0.48       0.36     0.41
 Equals:        Share price (NAV) at end of year               13.50     13.20      12.82      12.64    12.76

----------------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment income - as they actually are as well as how they would
have been if certain
 expense offset arrangements had not been in effect.
 Net expenses - actual                                          0.76      0.74       0.73       0.75     0.75
 Gross expenses(1)                                              0.76      0.74       0.73       0.75     0.75
 Net investment income - actual                                 4.01      2.73       2.28       2.77     3.97

----------------
 Other data
 Total return shows how an investment in the Fund would have performed over each year, assuming all
distributions were reinvested.
 The turnover rate reflects how actively the Fund bought and sold securities.
 Total return (%)(2)                                            5.34      2.42       0.78       1.44     4.20
 Net assets at end of year (in millions of dollars)            372.6     306.4      323.4      341.3    418.7
 Portfolio turnover rate (%)                                     120        84        132        133       86

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Shows what this ratio would have been if there had been no expense offset arrangements.

(2) Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.

9 Advisers Management Trust Lehman Brothers Short Duration Bond Portfolio

(Class I)

Neuberger Berman

Your Investment

-- BUYING AND SELLING FUND SHARES

Under certain circumstances, the Fund reserves the right to:

10 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

11 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

12 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

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

13 Your Investment

14 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust Lehman Brothers Short Duration Bond Portfolio (Class I) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Lehman Brothers Asset Management LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

A0061 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

I CLASS SHARES
Mid-Cap Growth Portfolio

Contents

ADVISERS MANAGEMENT TRUST

Mid-Cap Growth Portfolio (Class I)...........................................2


YOUR INVESTMENT
Buying and Selling Fund Shares...............................................8

Share Prices.................................................................9

Fund Structure..............................................................10

Distributions and Taxes.....................................................10

Portfolio Holdings Policy...................................................11

THIS PORTFOLIO:

Neuberger Berman Advisers Management Trust

Mid-Cap Growth Portfolio (Class I)

[GRAPHIC OMITTED]

GOAL & STRATEGY

The Fund seeks growth of capital.

Mid-capitalization companies are generally defined as those companies with a total market capitalization within the market capitalization range of the Russell Midcap(R) Index.

The Portfolio Manager follows a disciplined selling strategy and may sell a stock when it fails to perform as expected, or when other opportunities appear more attractive.

The Fund may change its goal without shareholder approval, although it does not currently intend to do so. The Fund will not alter its policy of investing at least 80% of its assets in stocks of mid-capitalization companies without providing at least 60 days' prior notice to shareholders.

[GRAPHIC OMITTED]

Mid-Cap Stocks

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

[GRAPHIC OMITTED]

Growth Investing

While most growth stocks are known to investors, they may not yet have reached their full potential. The growth investor looks for indications of continued success.

2 Advisers Management Trust Mid-Cap Growth Portfolio (Class I)

MAIN RISKS
[GRAPHIC OMITTED]

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

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

Other Risks

3 Advisers Management Trust Mid-Cap Growth Portfolio (Class I)

PERFORMANCE
[GRAPHIC OMITTED]

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

[GRAPHIC OMITTED]

Best quarter: Q4 '99, 48.62%
Worst quarter: Q3 '01, -27.68%

Average Annual Total % Returns as of 12/31/2006

                                               Since
                                             Inception
                    1 Year      5 Years      11/03/1997
 Mid-Cap Growth
 Portfolio          14.69        6.55          10.05
  (Class I)
 Russell            15.26       12.88          10.81
  Midcap Index
 Russell
Midcap Growth
 Index              10.66        8.22          7.31
 Index Descriptions:
 The Russell Midcap Index is an unmanaged index of U.S.
mid-
 cap stocks.
 The Russell Midcap Growth Index is an unmanaged index of
 U.S. mid-cap growth stocks.

[GRAPHIC OMITTED]

Performance Measures

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

4 Advisers Management Trust Mid-Cap Growth Portfolio (Class I)

INVESTOR EXPENSES
[GRAPHIC OMITTED]

Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          0.83
  fees**
 Distribution        N/A
  (12b-1) fees
 Other expenses      0.07

----------------
 Total annual        0.90
operating
  expenses

Expense Example

             1 Year     3 Years     5 Years     10 Years
Expenses    $92        $287        $498        $1,108

*The figures in the table are based on last year's expenses.

**"Management fees" includes investment management and administration fees.

[GRAPHIC OMITTED]

INVESTMENT MANAGER

5 Advisers Management Trust Mid-Cap Growth Portfolio (Class I)

6 Advisers Management Trust Mid-Cap Growth Portfolio (Class I)

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

The financial highlights table is intended to help you understand the Fund's financial
performance for the past 5 years.

                   Year Ended December 31,                       2002       2003       2004       2005       2006
 Per-share data ($)
 Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it
distributed to
 investors, and how its share price changed.
                Share price (NAV) at beginning of year           16.94      11.97      15.33      17.83      20.28
 Plus:          Income from investment operations
                Net investment loss                              (0.08)     (0.07)     (0.07)     (0.07)     (0.02)
                Net gains/losses - realized and unrealized       (4.89)      3.43       2.57       2.52       3.00
                Subtotal: income from investment operations      (4.97)      3.36       2.50       2.45       2.98
 Minus:         Distributions to shareholders
                Capital gain distributions                           -          -          -          -          -
 Equals:        Share price (NAV) at end of year                 11.97      15.33      17.83      20.28      23.26

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment loss, as they actually are as well as how they would have
been if certain
 expense waiver and/or offset arrangements had not been in effect.
 Net expenses - actual                                            0.95       0.88       0.90       0.91       0.90
 Gross expenses(1)                                                   -       0.89       0.90       0.92       0.90
 Expenses(2)                                                      0.95       0.89       0.92       0.92       0.90
 Net investment loss - actual                                    (0.57)     (0.52)     (0.45)     (0.36)     (0.10)

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over each year, assuming all distributions
were reinvested.
 The turnover rate reflects how actively the Fund bought and sold securities.
 Total return(%)(3)(4)                                          (29.34)     28.07      16.31      13.74      14.69
 Net assets at end of year (in millions of dollars)              362.2      459.7      543.3      622.0      668.1
 Portfolio turnover rate (%)                                       124        161         92         64         48

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Shows what this ratio would have been if there had been no waiver of investment management fee.

(2) Shows what this ratio would have been if there had been no expense offset arrangements.

(4) Would have been lower if Neuberger Berman Management Inc. had not waived certain expenses.

7 Advisers Management Trust Mid-Cap Growth Portfolio (Class I)

Neuberger Berman

Your Investment

Under certain circumstances, the Fund reserves the right to:

8 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

9 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

10 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

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

11 Your Investment

12 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust Mid-Cap Growth Portfolio (Class I) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

A0067 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

S CLASS SHARES
Mid-Cap Growth Portfolio

Contents

ADVISERS MANAGEMENT TRUST

Mid-Cap Growth Portfolio (Class S)...........................................2


YOUR INVESTMENT
Buying and Selling Fund Shares...............................................8

Share Prices.................................................................9

Fund Structure..............................................................10

Distributions and Taxes.....................................................10

Portfolio Holdings Policy...................................................12

THIS PORTFOLIO:

Neuberger Berman Advisers Management Trust

Mid-Cap Growth Portfolio (Class S)

[GRAPHIC OMITTED]

GOAL & STRATEGY

The Fund seeks growth of capital.

Mid-capitalization companies are generally defined as those companies with a total market capitalization within the market capitalization range of the Russell Midcap(R) Index.

The Portfolio Manager follows a disciplined selling strategy and may sell a stock when it fails to perform as expected, or when other opportunities appear more attractive.

[GRAPHIC OMITTED]

Mid-Cap Stocks

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

[GRAPHIC OMITTED]

Growth Investing

While most growth stocks are known to investors, they may not yet have reached their full potential. The growth investor looks for indications of continued success.

2 Advisers Management Trust Mid-Cap Growth Portfolio (Class S)

MAIN RISKS
[GRAPHIC OMITTED]

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

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

Other Risks

3 Advisers Management Trust Mid-Cap Growth Portfolio (Class S)

PERFORMANCE
[GRAPHIC OMITTED]

Year-by-Year % Returns as of 12/31 each year*

[GRAPHIC OMITTED]

Best quarter: Q4 '99, 48.62%
Worst quarter: Q3 '01, -27.68%

Average Annual Total % Returns as of 12/31/2006*

                                               Since
                                             Inception
                    1 Year      5 Years      11/03/1997
 Mid-Cap Growth
 Portfolio          14.47        6.33          9.92
  (Class S)
 Russell            15.26       12.88          10.81
  Midcap Index
 Russell
Midcap Growth
 Index              10.66        8.22          7.31
 Index Descriptions:
 The Russell Midcap Index is an unmanaged index of U.S.
mid-
 cap stocks.
 The Russell Midcap Growth Index is an unmanaged index of
 U.S. mid-cap growth stocks.

* Because Class S shares of the Fund commenced operations on February 18, 2003, performance from the beginning of the measurement period shown above to 2/18/2003 is that of the Fund's Class I shares. Annual returns would differ only to the extent that Class I shares and Class S shares have different expenses. Class S shares are sold with a distribution (12b-1) and service fee. Class I shares are not offered in this prospectus.

[GRAPHIC OMITTED]

Performance Measures

4 Advisers Management Trust Mid-Cap Growth Portfolio (Class S)

INVESTOR EXPENSES
[GRAPHIC OMITTED]

Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          0.83
  fees**
 Distribution        0.25
  (12b-1) fees
 Other expenses      0.08

----------------
 Total annual        1.16
operating
  expenses

Expense Example

             1 Year     3 Years     5 Years     10 Years
Expenses    $118       $368        $638        $1,409

*Neuberger Berman Management Inc. (NBMI) has contractually undertaken to limit the expenses of S Class shares through December 31, 2010 by reimbursing the Fund for its total operating expenses, including compensation to NBMI, but excluding taxes, interest, extraordinary expenses, transaction costs and brokerage commissions, that exceed, in the aggregate, 1.25% per annum of the Class's average daily net asset value. The Fund has in turn contractually undertaken to repay NBMI from S Class assets for the excess operating expenses borne by NBMI, so long as the Class's annual operating expenses during that period (exclusive of taxes, interest, extraordinary expenses and brokerage commissions) does not exceed 1.25% per year of the Class's average daily net assets, and further provided that the reimbursements are made within three years after the year in which NBMI incurred the expense. The figures in the table are based on last year's expenses.

**"Management fees" includes investment management and administration fees.

[GRAPHIC OMITTED]

INVESTMENT MANAGER

5 Advisers Management Trust Mid-Cap Growth Portfolio (Class S)

6 Advisers Management Trust Mid-Cap Growth Portfolio (Class S)

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

The financial highlights table is intended to help you understand the Fund's financial
performance since its inception.

                    Year Ended December 31,                              2003(1)           2004          2005          2006
 Per-share data ($)
 Data apply to a single share throughout each period indicated. You can see what the Fund earned (or lost), what it distributed to
 investors, and how its share price changed.
                   Share price (NAV) at beginning of year                 11.15            15.28         17.73         20.11
 Plus:             Income from investment operations
                   Net investment loss                                    (0.09)           (0.11)        (0.11)        (0.08)
                   Net gains/losses - realized and unrealized              4.22             2.56          2.49          2.99
                   Subtotal: income from investment operations             4.13             2.45          2.38          2.91
 Equals:           Share price (NAV) at end of year                       15.28            17.73         20.11         23.02

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment loss, as they actually are as well as how they would have been if certain
 expense waiver and/or offset arrangements had not been in effect.
 Net expenses - actual                                                     1.11(2)          1.15          1.16          1.15
 Gross expenses(3)                                                         1.11(2)          1.16          1.17          1.15
 Expenses(4)                                                               1.13(2)          1.17          1.18          1.15
 Net investment loss - actual                                             (0.71)(2)        (0.70)        (0.61)        (0.36)

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over the period, assuming all distributions were
reinvested.
 The turnover rate reflects how actively the fund bought and sold securities.
 Total return(%)(5)(6)                                                    37.04(7)         16.03         13.42         14.47
 Net assets at end of year (in millions of dollars)                         6.3             15.0          22.8          35.6
 Portfolio turnover rate (%)                                                161(8)            92            64            48

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Period from 2/18/03 (beginning of operations) to 12/31/03.

(2) Annualized.

(3) Shows what this ratio would have been if there had been no waiver of investment management fee.

(4) Shows what this ratio would have been if there had been no expense offset arrangements.

(6) Would have been lower if Neuberger Berman Management Inc. had not waived certain expenses.

(7) Not annualized.

(8) Portfolio turnover is calculated at the Fund level. Percentage indicated was for the year ended December 31, 2003.

7 Advisers Management Trust Mid-Cap Growth Portfolio (Class S)

Neuberger Berman

Your Investment

Under certain circumstances, the Fund reserves the right to:

8 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

9 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

10 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

11 Your Investment

12 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust Mid-Cap Growth Portfolio (Class S) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

C0423 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

I CLASS SHARES
Partners Portfolio

Contents

ADVISERS MANAGEMENT TRUST

Partners Portfolio...........................................................2


YOUR INVESTMENT
Buying and Selling Fund Shares...............................................8

Share Prices.................................................................9

Fund Structure..............................................................10

Distributions and Taxes.....................................................10

Portfolio Holdings Policy...................................................11

THIS PORTFOLIO:

Neuberger Berman Advisers Management Trust

Partners Portfolio

[GRAPHIC OMITTED]

GOAL & STRATEGY

The Fund seeks growth of capital.

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

The Portfolio Manager looks for well-managed companies with strong balance sheets whose stock prices are undervalued. Factors in identifying these firms may include:

-- historical low valuation
-- strong fundamentals, such as a company's financial, operational, and competitive positions
-- relatively high operating profit margins and returns.

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

The Portfolio Manager follows a disciplined selling strategy and may sell a stock when it reaches a target price, fails to perform as expected, or when other opportunities appear more attractive.

The Fund may change its goal without shareholder approval, although it does not currently intend to do so.

[GRAPHIC OMITTED]

Mid- and Large-Cap Stocks

[GRAPHIC OMITTED]

Value Investing

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

2 Advisers Management Trust Partners Portfolio (Class I)

MAIN RISKS
[GRAPHIC OMITTED]

The Fund's value investing approach may dictate an emphasis on certain sectors of the market at any given time.

To the extent the Fund invests more heavily in one sector, it thereby presents a more concentrated risk. A sector may have above average performance during particular periods, but individual sectors also tend to move up and down more than the broader market. The several industries that comprise a sector may all react in the same way to economic, political and regulatory events. The Fund's performance may also suffer if a sector does not perform as expected.

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

Other Risks

3 Advisers Management Trust Partners Portfolio (Class I)

PERFORMANCE
[GRAPHIC OMITTED]

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

[GRAPHIC OMITTED]

Best quarter: Q2 '03, 19.82%
Worst quarter: Q3 '02, -21.18%

Average Annual Total % Returns as of 12/31/2006

                   1 Year     5 Years     10 Years
 Partners          12.24      10.07        8.79
  Portfolio
 S&P 500 Index     15.78       6.19        8.42
 Russell 1000      22.25      10.86        11.00
  Value Index
  Index Descriptions:
  The S&P 500 is an unmanaged index of U.S. stocks.
  The Russell 1000 Value Index is an unmanaged index
of U.S.
  mid- and large-cap value stocks.

[GRAPHIC OMITTED]

Performance Measures

4 Advisers Management Trust Partners Portfolio (Class I)

INVESTOR EXPENSES
[GRAPHIC OMITTED]

Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          0.83
  fees**
 Distribution        N/A
  (12b-1) fees
 Other expenses      0.08

----------------
 Total annual        0.91
operating
  expenses

Expense Example

             1 Year     3 Years     5 Years     10 Years
Expenses    $93        $290        $504        $1,120

*The figures in the table are based on last year's expenses.

**"Management fees" includes investment management and administration fees.

[GRAPHIC OMITTED]

INVESTMENT MANAGER

5 Advisers Management Trust Partners Portfolio (Class I)

PORTFOLIO MANAGER
S. Basu Mullick is a Vice President of Neuberger Berman Management Inc. and a Managing Director of Neuberger Berman, LLC. He has been a fund manager at Neuberger Berman Management Inc. and has managed the Fund since 1998.

6 Advisers Management Trust Partners Portfolio (Class I)

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

The financial highlights table is intended to help you understand the Fund's performance for the
past 5 years.

                    Year Ended December 31,                            2002         2003       2004       2005       2006
 Per-share data ($)
 Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed
to
 investors, and how its share price changed.
                   Share price (NAV) at beginning of year              15.10       11.40      15.40      18.32      21.41
 Plus:             Income from investment operations
                   Net investment income                                0.01        0.00       0.17       0.14       0.12
                   Net gains/losses - realized and unrealized          (3.64)       4.00       2.75       3.15       2.33
                   Subtotal: income from investment operations         (3.63)       4.00       2.92       3.29       2.45
 Minus:            Distributions to shareholders
                   Income dividends                                     0.07           -       0.00       0.19       0.16
                   Capital gain distributions                              -           -          -       0.01       2.54
                   Subtotal: distributions to shareholders              0.07           -       0.00       0.20       2.70
 Equals:           Share price (NAV) at end of year                    11.40       15.40      18.32      21.41      21.16

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment income - as they actually are as well as how they would have been if
certain
 expense waiver and/or offset arrangements had not been in effect.
 Net expenses - actual                                                  0.91        0.90       0.89       0.89       0.91
 Gross expenses (1)                                                        -        0.90       0.90       0.89       0.91
 Expenses(2)                                                            0.91        0.91       0.91       0.90       0.91
 Net investment income - actual                                         0.05        0.01       1.05       0.70       0.57

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were
reinvested.
 The turnover rate reflects how actively the Fund bought and sold securities.
 Total return (%)(3)(4)                                               (24.14)      35.09      18.98      18.04      12.24
 Net assets at end of year (in millions of dollars)                    522.6       669.6      589.8      732.0      631.2
 Portfolio turnover rate (%)                                              53          76         71         58         36

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Shows what this ratio would have been if there had been no waiver of investment management fee.

(2) Shows what this ratio would have been if there had been no expense offset arrangements.

(3) Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the fund are not affected by insurance related expenses.

(4) Would have been lower if Neuberger Berman Management Inc. had not waived certain expenses.

7 Advisers Management Trust Partners Portfolio (Class I)

Neuberger Berman

Your Investment

Under certain circumstances, the Fund reserves the right to:

8 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

9 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

10 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

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

11 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust Partners Portfolio (Class I) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

A0064 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

S CLASS SHARES
Real Estate Portfolio

Contents

ADVISERS MANAGEMENT TRUST

Real Estate Portfolio........................................................2


YOUR INVESTMENT
Buying and Selling Fund Shares..............................................10

Share Prices................................................................11

Fund Structure..............................................................12

Distributions and Taxes.....................................................12

Portfolio Holdings Policy...................................................14

THIS PORTFOLIO:

Neuberger Berman Advisers Management Trust

Real Estate Portfolio

[GRAPHIC OMITTED]

GOAL & STRATEGY

The Fund seeks total return through investment in real estate securities, emphasizing
both capital appreciation and current income.

To pursue this goal, the Fund normally invests at least 80% of its assets in equity securities issued by real estate investment trusts ("REITs") and common stocks and other securities issued by other real estate companies. The Fund defines a real estate company as one that derives at least 50% of its revenue from, or has at least 50% of its assets in, real estate. A REIT is a company dedicated to owning, and usually operating, income-producing real estate, or to financing real estate.

The Fund may invest up to 20% of its net assets in debt securities. These debt securities can be either investment grade or below investment grade, provided that, at the time of purchase, they are rated at least B by Moody's or Standard & Poor's or, if unrated by either of these, deemed by the Portfolio Managers to be of comparable quality.

The Portfolio Managers make investment decisions through a fundamental analysis of each company. The Portfolio Managers review each company's current financial condition and industry position, as well as economic and market conditions. In doing so, they evaluate the company's growth potential, earnings estimates and quality of management, as well as other factors.

The Fund normally seeks to invest for the long-term, but it may sell securities regardless of how long they have been held if the Portfolio Managers find an opportunity they believe is more compelling, or if the Portfolio Managers' outlook on the company or the market changes. Active trading may cause the Fund to have a high portfolio turnover rate, which can mean higher taxable distributions and lower performance due to increased brokerage costs.

The Fund may change its goal without shareholder approval, although it does not currently intend to do so. The Fund will not change its strategy of normally investing at least 80% of its assets in equity securities issued by REITs and common stocks and other securities issued by other real estate companies, without providing shareholders at least 60 days' notice. This test and the test of whether a company is a real estate company are applied at the time the Fund invests; later percentage changes caused by a change in market values or company circumstances will not require the Fund to dispose of a holding.

[GRAPHIC OMITTED]

Small- and Mid-Cap Companies

REITs tend to be small- to mid-cap companies in relation to the equity markets as a whole. REIT shares, therefore, can be more volatile than, and perform differently from, large-cap company stocks. Smaller real estate companies often have narrower markets and more limited managerial and financial resources than larger companies. There may also be less trading in a small- or mid-cap company's stock, which means that buy and sell transactions in that stock could have a larger impact on the stock's price than is the case with large-cap company stocks.

[GRAPHIC OMITTED]

Real Estate Investment Trusts

A REIT is a pooled investment vehicle that invests primarily in income-producing real estate or real estate related loans or interests. REITs are not taxed on income and gains that are distributed to shareholders, provided they comply with the requirements of the Internal Revenue Code.

2 Advisers Management Trust Real Estate Portfolio (Class S)

REITs are generally classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs invest the majority of their assets directly in real property, derive their income primarily from rents and can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity and Mortgage REITs.

3 Advisers Management Trust Real Estate Portfolio (Class S)

MAIN RISKS
[GRAPHIC OMITTED]

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

Although the Fund will not invest in real estate directly, it concentrates its assets in the real estate industry, so your investment in the Fund will be closely linked to the performance of the real estate markets. Property values may decrease due to increasing vacancies or declining rents resulting from unanticipated economic, legal, cultural or technological developments or because of overbuilding or lack of mortgage funds. The value of an individual property may also decline because of environmental liabilities or losses due to casualty or condemnation. Because of this concentration in the real estate industry, the value of the Fund's shares may change at different rates compared to the value of shares of a mutual fund with investments in a mix of different industries.

The Fund may at times be more concentrated in particular sub-sectors of the real estate business -- e.g., apartments, retail, hotels, offices, industrial, health care, etc. As such, its performance would be especially sensitive to developments that significantly affected those businesses.

In addition, Equity REITs may be affected by changes in the value of the underlying property they own, while Mortgage REITs may be affected by the quality of any credit they extend. Equity and Mortgage REITs are dependent upon management skills and are subject to heavy cash flow dependency, defaults by borrowers, self-liquidation and the possibility of failing to qualify for tax- free pass through of income and gains under the federal tax law.

The value of debt securities tends to rise when market interest rates fall and fall when market interest rates rise. This effect is generally more pronounced the longer the maturity of a debt security.

If the Fund invests in lower-rated bonds, it will be subject to their risks, including the risk its holdings may fluctuate more widely in price and yield than investment-grade bonds, fall in price when the economy is weak or expected to become weak, be difficult to sell at the time and price the Fund desires, or carry higher transaction costs. Performance may also suffer if an issuer of bonds held by the Fund defaults on payment of its debt obligations.

The Fund is subject to interest rate risk, which is the risk that REIT and other real estate company share prices overall will decline over short or even long periods because of rising interest rates. During periods of high interest rates, REITs and other real estate companies may lose appeal for investors who may be able to obtain higher yields from other income-producing investments. High interest rates may also mean that financing for property purchases and improvements is more costly and difficult to obtain.

Some of the REIT and other real estate company securities in which the Fund invests may be preferred stock that receives preference in the payment of dividends. Convertible preferred stock is exchangeable for common stock and may therefore be more volatile.

The Fund can invest up to 15% of its net assets in illiquid securities. These securities may be more difficult to dispose of at the price at which the Fund is carrying them. Judgment also plays a greater role in pricing these securities than it does for securities having more active markets.

4 Advisers Management Trust Real Estate Portfolio (Class S)

The Fund is non-diversified. This means that the percentage of the Fund's assets invested in any single issuer is not limited by the Investment Company Act of 1940. Investing a higher percentage of its assets in any one issuer would increase the Fund's risk of loss, because the value of its shares would be more susceptible to adverse events affecting that issuer.

Other Risks

5 Advisers Management Trust Real Estate Portfolio (Class S)

PERFORMANCE OF A SIMILAR FUND
[GRAPHIC OMITTED]

The Fund had not commenced investment operations as of December 31, 2006 and therefore
does not have a full calendar year of performance. However, the Fund has an investment objective, policies, limitations, and strategies substantially similar to those of, and the same portfolio managers as, another mutual fund managed by Neuberger Berman Management Inc. called the Neuberger Berman Real Estate Fund.

Thus, the table and the chart below provide an indication of the risks of investing in the Fund by comparing the performance of the Neuberger Berman Real Estate Fund to that of a broad measure of market performance. The following table shows average annual total returns for the Neuberger Berman Real Estate Fund, assuming reinvestment of all distributions, as well as the FTSE NAREIT Equity REITs Index, which is pertinent to the Neuberger Berman Real Estate Fund. The investor expenses of Neuberger Berman Real Estate Fund are lower than those of the fund and thus its performance would typically be higher than the Fund. This performance information does not reflect insurance product or qualified plan expenses or distribution (12b-1) and services fees. If such information were reflected, returns would be less than those shown.

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

[GRAPHIC OMITTED]

Best quarter: Q4 '04, 16.53%
Worst quarter: Q1 '05, -6.88%

Average Annual Total % Returns as of 12/31/2006

                                  Since
                                Inception
                    1 Year      5/01/2002
 Neuberger
Berman Real
 Estate Fund -      37.83        25.20
  Trust Class
 FTSE NAREIT
Equity REITs
 Index              35.06        22.68
 Index Description:
 The FTSE NAREIT Equity REITs Index is an
unmanaged index of
 all equity REITs currently listed on the New
York Stock
 Exchange. NASDAQ National Market System and
the American
 Stock Exchange. Prior to 3/6/06, the index
was named the
 NAREIT Equity REIT Index.

[GRAPHIC OMITTED]

Performance Information

The performance of Neuberger Berman Real Estate Fund reflects that fund's expense ratio, and does not reflect any expenses or charges that apply to variable contracts, qualified plans, or distribution (12b-1) and service fees. Insurance expenses and charges and distribution (12b-1) and service fees would reduce performance. Although the objective, policies, limitations and strategies of the fund are substantially similar to that of Neuberger Berman Real Estate Fund, the portfolio is a distinct mutual fund and may have different investment returns, portfolio holdings, and risk/return characteristics than Neuberger Berman Real Estate Fund. The historical performance of Neuberger Berman Real Estate Fund is not indicative of future performance of the fund.

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

6 Advisers Management Trust Real Estate Portfolio (Class S)

INVESTOR EXPENSES
[GRAPHIC OMITTED]

Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          1.15
  fees**
 Distribution        0.25
  (12b-1) fees
 Other               0.55
  expenses***

----------------
 Total annual        1.95
operating
  expenses

----------------
 Minus:              0.20
Expense
  reimbursement

----------------
 Net expenses        1.75

Expense Example

                1 Year        3 Years
Expenses       $178          $551

* Neuberger Berman Management Inc. (NBMI) has contractually agreed to reimburse certain expenses of the Fund through 12/31/2010, so that the total annual operating expenses of the Fund are limited to 1.75% of average net assets. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The Fund has agreed to repay NBMI for expenses reimbursed to the Fund provided that repayment does not cause the Fund's annual operating expenses to exceed expense limitation. Any such repayment must be made within three years after the year in which NBMI incurred the expense. Since the Fund had not commenced operation as of December 31, 2006, the operating expenses are based on an asset size of $25 million.

** "Management fees" includes investment management and administration fees.

*** "Other expenses" are based on estimated amounts for the current fiscal year.

[GRAPHIC OMITTED]

INVESTMENT MANAGER

Neuberger Berman Management Inc. (the "Manager") is the Fund's investment manager,
administrator, and distributor. The Manager chooses the Fund's investments and handles its day-to-day business. The Manager carries out its duties subject to the policies established by the Fund's Board of Trustees, under an investment advisory agreement that states the Manager's responsibilities. The agreement sets the fees the Fund pays to the Manager and describes the

7 Advisers Management Trust Real Estate Portfolio (Class S)

expenses that the Fund is responsible to pay to conduct its business. The Manager engages Neuberger Berman, LLC as sub-adviser to provide investment research and related services. Together, the Neuberger Berman affiliates manage $126.9 billion in total assets (as of 12/31/ 2006) and continues an asset management history that began in 1939. The Fund pays Neuberger Berman Management Inc. management fees at the rate of 0.85% of the Fund's average net assets and administration fees at the rate of 0.30% of the Fund's average net assets.

A discussion regarding the basis of the Board of Trustees' approval of the investment advisory and sub-advisory agreements of the Fund will be in the Fund's shareholder report, when available.

PORTFOLIO MANAGERS
Steven R. Brown is a Vice President of Neuberger Berman Management Inc. and a Managing Director of Neuberger Berman, LLC. He has managed the Fund's assets since 2002. From 1997 to 2002 he was a portfolio co-manager of a comparable fund at an investment firm specializing in securities of REITs.

Steve S. Shigekawa is a Vice President of Neuberger Berman Management Inc. and of Neuberger Berman, LLC. He has been an Associate Portfolio Manager of the Fund since December 2005, and prior to that, was an analyst since 2002. He held associate analyst positions at two other investment firms from 2000 to 2002.

Please see the Statement of Additional Information for additional information about the Portfolio Managers' compensation, and other accounts managed by the Portfolio Managers and Portfolio Managers' ownership of Fund shares.

8 Advisers Management Trust Real Estate Portfolio (Class S)

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

When this prospectus was prepared, the Fund had not commenced operations and had no
financial highlights to report.

9 Advisers Management Trust Real Estate Portfolio (Class S)

Neuberger Berman

Your Investment

Under certain circumstances, the Fund reserves the right to:

10 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

11 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

12 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

13 Your Investment

14 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust Real Estate Portfolio (Class S) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

C0307 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

I CLASS SHARES
Regency Portfolio

Contents

ADVISERS MANAGEMENT TRUST

Regency Portfolio (Class I)..................................................2


YOUR INVESTMENT
Buying and Selling Fund Shares...............................................8

Share Prices.................................................................9

Fund Structure..............................................................10

Distributions and Taxes.....................................................10

Portfolio Holdings Policy...................................................11

THIS PORTFOLIO:

Neuberger Berman Advisers Management Trust

Regency Portfolio (Class I)

[GRAPHIC OMITTED]

GOAL & STRATEGY

The Fund seeks growth of capital.

To pursue this goal, the Fund invests mainly in common stocks of mid-capitalization companies, which it defines as those with a total market capitalization within the market capitalization range of the Russell Midcap(R) Index. The Fund seeks to reduce risk by diversifying among many companies, sectors and industries.

The Portfolio Manager looks for undervalued companies with high-quality businesses. Factors in identifying these firms may include:

-- above-average returns on invested capital -- strong management teams
-- solid balance sheets.

This approach is designed to let the Fund benefit from potential increases in stock prices while limiting the risks typically associated with stocks. At times, the Portfolio Manager may emphasize certain sectors that the Portfolio Manager believes will benefit from market or economic trends.

The Fund may change its goal without shareholder approval, although it does not currently intend to do so.

[GRAPHIC OMITTED]

Mid-Cap Stocks

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

[GRAPHIC OMITTED]

Value Investing

2 Advisers Management Trust Regency Portfolio (Class I)

MAIN RISKS
[GRAPHIC OMITTED]

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

The Fund's value investing approach may dictate an emphasis on certain sectors of the market at any given time.

To the extent the Fund invests more heavily in one sector, it thereby presents a more concentrated risk. A sector may have above average performance during particular periods, but individual sectors also tend to move up and down more than the broader market. Although the Fund does not invest more than 25% of total assets in any one industry, the several industries that comprise a sector may all react in the same way to economic, political and regulatory events. The Fund's performance may also suffer if a sector does not perform as expected.

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

Other Risks

3 Advisers Management Trust Regency Portfolio (Class I)

PERFORMANCE
[GRAPHIC OMITTED]

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

[GRAPHIC OMITTED]

Best quarter: Q2 '03, 14.75%
Worst quarter: Q3 '02, -14.67%

Average Annual Total % Returns as of 12/31/2006

                                          Since Inception
                   1 Year     5 Years        8/22/2001
 Regency
  Portfolio
 (Class I)         11.17      13.11           12.10
 Russell           15.26      12.88           12.52
  Midcap Index
 Russell
Midcap Value
 Index             20.22      15.88           14.78
 Index Descriptions:
 The Russell Midcap Index is an unmanaged index of U.S. mid-
 cap stocks.
 The Russell Midcap Value Index is an unmanaged index of
U.S.
 mid-cap value stocks

[GRAPHIC OMITTED]

Performance Measures

4 Advisers Management Trust Regency Portfolio (Class I)

INVESTOR EXPENSES
[GRAPHIC OMITTED]

Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          0.85
  fees**
 Distribution        N/A
  (12b-1) fees
 Other expenses      0.11

----------------
 Total annual        0.96
operating
  expenses

Expense Example

             1 Year     3 Years     5 Years     10 Years
Expenses    $98        $306        $531        $1,178

* Neuberger Berman Inc. (NBMI) has contractually undertaken to limit the Fund's expenses through December 31, 2010 by reimbursing the Fund for its total operating expenses, including compensation to NBMI, but excluding taxes, interest, extraordinary expenses and brokerage commissions, and transaction costs that exceed, in the aggregate, 1.50% per annum of the Fund's average daily net asset value. The Fund has contractually undertaken to reimburse NBMI for the excess expenses paid by NBMI, provided the reimbursements do not cause total operating expenses (exclusive of taxes, interest, extraordinary expenses and brokerage commissions) to exceed an annual rate of 1.50% of the Fund's average daily net assets; and the reimbursements are made within three years after the year in which NBMI incurred the expense. The figures in the table are based on last year's expenses.

** "Management fees" includes investment management and administration fees.

[GRAPHIC OMITTED]

INVESTMENT MANAGER

5 Advisers Management Trust Regency Portfolio (Class I)

12/31/2006) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2006, the management/administration fees paid to the Manager were 0.85% of average net assets.

PORTFOLIO MANAGER
S. Basu Mullick is a Vice President of Neuberger Berman Management Inc., and a Managing Director of Neuberger Berman, LLC. He has managed the Fund since 2005 and has been a fund manager at Neuberger Berman Management Inc. since 1998. He previously co-managed the Fund from its inception in 1999 to 2000.

Please see the Statement of Additional Information for additional information about the Portfolio Manager's compensation, other accounts managed by the Portfolio Manager, and the Portfolio Manager's ownership of Fund shares.

6 Advisers Management Trust Regency Portfolio (Class I)

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

The financial highlights table is intended to help you understand the Fund's financial
performance for the past 5 years.

                        Year Ended December 31,                               2002        2003       2004      2005      2006
 Per-share data ($)
 Data apply to a single share throughout each period indicated. You can see what the Fund earned (or lost), what it distributed to
 investors, and how its share price changed.
                           Share price (NAV) at beginning of year              9.97       8.90      12.09     14.79     15.50
 Plus:                     Income from investment operations
                           Net investment income                               0.00       0.01       0.02      0.09      0.13
                           Net gains/losses - realized and unrealized         (1.05)      3.18       2.68      1.59      1.55
                           Subtotal: income from investment operations        (1.05)      3.19       2.70      1.68      1.68
 Minus:                    Distributions to shareholders
                           Income dividends                                    0.01          -       0.00      0.01      0.07
                           Tax return of capital                               0.01          -          -         -         -
                           Capital gain distributions                             -          -          -      0.96      0.90
                           Subtotal: distributions to shareholders             0.02          -       0.00      0.97      0.97
 Equals:                   Share price (NAV) at end of year                    8.90      12.09      14.79     15.50     16.21

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they would have been if
 certain expense reimbursement/repayment and/or waiver and/or offset arrangements had not been in effect.
 Net expenses - actual                                                         1.28       1.16       1.02      1.00      0.95
 Gross expenses(1)                                                             1.23       1.17       1.02      1.01      0.95
 Expenses(2)                                                                   1.28       1.16       1.04      1.01      0.96
 Net investment income (loss) - actual                                        (0.02)      0.07       0.19      0.56      0.80

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over each period, assuming all distributions were
reinvested.
 The turnover rate reflects how actively the fund bought and sold securities.
 Total return (%)(3)(4)(5)                                                   (10.56)     35.84      22.36     12.00     11.17
 Net assets at end of year (in millions of dollars)                            29.1       59.9      138.5     220.6     242.0
 Portfolio turnover rate (%)                                                     81         55         68        83        53

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Shows what this ratio would have been if there had been no expense reimbursement/repayment and/or waiver of investment management fee.

(2) Shows what this ratio would have been if there had been no expense offset arrangements.

(4) Would have been lower if Neuberger Berman Management Inc. had not reimbursed/waived certain expenses.

(5) Would have been higher if Neuberger Berman Management Inc. had not recouped certain expenses.

7 Advisers Management Trust Regency Portfolio (Class I)

Neuberger Berman

Your Investment

Under certain circumstances, the Fund reserves the right to:

8 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

9 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

10 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

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

11 Your Investment

12 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust Regency Portfolio (Class I) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

B0366 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

S CLASS SHARES
Regency Portfolio

Contents

ADVISERS MANAGEMENT TRUST

Regency Portfolio (Class S)..................................................2


YOUR INVESTMENT
Buying and Selling Fund Shares...............................................8

Share Prices.................................................................9

Fund Structure..............................................................10

Distributions and Taxes.....................................................10

Portfolio Holdings Policy...................................................12

THIS PORTFOLIO:

Neuberger Berman Advisers Management Trust

Regency Portfolio (Class S)

[GRAPHIC OMITTED]

GOAL & STRATEGY

The Fund seeks growth of capital.

The Portfolio Manager looks for undervalued companies with high-quality businesses. Factors in identifying these firms may include:

-- above-average returns on invested capital -- strong management teams
-- solid balance sheets.

The Portfolio Manager follows a disciplined selling strategy and may sell a stock when it reaches a target price, fails to perform as expected, or when other opportunities appear more attractive.

The Fund may change its goal without shareholder approval, although it does not currently intend to do so.

[GRAPHIC OMITTED]

Mid-Cap Stocks

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

[GRAPHIC OMITTED]

Value Investing

2 Advisers Management Trust Regency Portfolio (Class S)

MAIN RISKS
[GRAPHIC OMITTED]

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

The Fund's value investing approach may dictate an emphasis on certain sectors of the market at any given time.

To the extent the Fund invests more heavily in one sector, it thereby presents a more concentrated risk. A sector may have above average performance during particular periods, but individual sectors also tend to move up and down more than the broader market. Although the Fund does not invest more than 25% of total assets in any one industry, the several industries that comprise a sector may all react in the same way to economic, political and regulatory events. The Fund's performance may also suffer if a sector does not perform as expected.

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

Other Risks

3 Advisers Management Trust Regency Portfolio (Class S)

PERFORMANCE
[GRAPHIC OMITTED]

The table and chart below provide an indication of the risks of investing in the Fund. The bar
chart shows how the Fund's performance has varied from year to year. The table next to the chart shows what the return would equal if you averaged out actual performance over various lengths of time and compares the return with one or more measures of market performance. This information is based on past performance; it is not a prediction of future results. The performance information does not reflect insurance product or qualified plan expenses. If such information were reflected, returns would be less than those shown.

Year-by-Year % Returns as of 12/31 each year*

[GRAPHIC OMITTED]

Best quarter: Q2 '03, 14.75%

Worst quarter: Q3 '02, -14.67%

Average Annual Total % Returns as of 12/31/2006*

                                          Since Inception
                   1 Year     5 Years        8/22/2001
 Regency
  Portfolio
 (Class S)         10.94      13.05           12.05
 Russell           15.26      12.88           12.52
  Midcap Index
 Russell
Midcap Value
 Index             20.22      15.88           14.78
 Index Descriptions:
 The Russell Midcap Index is an unmanaged index of U.S. mid-
 cap stocks.
 The Russell Midcap Value Index is an unmanaged index of
U.S.
 mid-cap value stocks

* Because Class S shares of the Fund commenced operations on April 29, 2005, performance from the beginning of the measurement period shown above to April 29, 2005 is that of the Fund's Class I shares. Annual returns would differ only to the extent that Class I shares and Class S shares have different expenses. Class S shares are sold with a distribution (12b-1) and service fee. Class I shares are not offered in this prospectus.

[GRAPHIC OMITTED]

Performance Measures

4 Advisers Management Trust Regency Portfolio (Class S)

INVESTOR EXPENSES
[GRAPHIC OMITTED]

Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          0.85
  fees**
 Distribution        0.25
  (12b-1) fees
 Other expenses      0.14

----------------
 Net Expenses        1.24

Expense Example

             1 Year     3 Years     5 Years     10 Years
Expenses    $126       $393        $ 681       $ 1,500

* Neuberger Berman Management Inc. (NBMI) has contractually agreed to reimburse certain expenses of the Fund through 12/31/2017, so that the total annual operating expenses are limited to 1.25% of the Fund's average daily net asset value. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The Fund has agreed to repay NBMI for expenses reimbursed to the Fund provided that repayment does not cause the Fund's annual operating expenses to exceed its expense limitation. Any such repayment must be made within three years after the year in which NBMI incurred the expense. The figures in the table are based on last year's expenses. During the year ended December 31, 2006, the Fund repaid NBMI under this agreement. Had NBMI not been repaid the annualized ratio of net expenses to average daily net assets would have been 1.23%.

** "Management fees" includes investment management and administration fees.

[GRAPHIC OMITTED]

INVESTMENT MANAGER

5 Advisers Management Trust Regency Portfolio (Class S)

of 12/31/2006) and continue an asset management history that began in 1939. For the period ended 12/31/05, the management/administration fees paid to the Manager were 0.85% of average net assets.

6 Advisers Management Trust Regency Portfolio (Class S)

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

The financial highlights table is intended to help you understand the Fund's financial
performance since its inception.

                        Year Ended December 31,                               2005(1)           2006
 Per-share data ($)
 Data apply to a single share throughout each period indicated. You can see what the Fund earned (or lost),
what it distributed to
 investors, and how its share price changed.
                           Share price (NAV) at beginning of year              14.02            16.56
 Plus:                     Income from investment operations
                           Net investment income                                0.08             0.10
                           Net gains/losses - realized and unrealized           2.46             1.66
                           Subtotal: income from investment operations          2.54             1.76
 Minus:                    Distributions to shareholders
                           Income dividends                                        -             0.07
                           Capital gain distributions                              -             0.90
                           Subtotal distributions to shareholders                  -             0.97
 Equals:                   Share price (NAV) at end of year                    16.56            17.35

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how
they would have been if
 certain expense reimbursement/repayment and/or waiver and/or offset arrangements had not been in effect.
 Net expenses - actual                                                             1.23(2)          1.23
 Gross expenses(3)                                                                 1.32(2)          1.22
 Expenses(4)                                                                       1.25(2)          1.23
 Net investment income (loss) - actual                                             0.72(2)          0.56

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over each period, assuming all
distributions were reinvested.
 The turnover rate reflects how actively the fund bought and sold securities.
 Total return (%)(5)(6)                                                           18.12(8)         10.94(7)
 Net assets at end of year (in millions of dollars)                                 4.7             55.7
 Portfolio turnover rate (%)                                                         83               53

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Period from 4/29/2005 (beginning of operations) to 12/31/2005.

(2) Annualized.

(3) Shows what this ratio would have been if there had been no expense reimbursement/repayment and/or waiver of investment management fee.

(4) Shows what this ratio would have been if there had been no expense offset arrangements.

(5) Would have been lower if Neuberger Berman Management Inc. had not reimbursed/waived certain expenses.

(7) Would have been higher if Neuberger Berman Management Inc. had not recouped certain expenses.

(8) Not annualized.

7 Advisers Management Trust Regency Portfolio (Class S)

Neuberger Berman

Your Investment

Under certain circumstances, the Fund reserves the right to:

8 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

9 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

10 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

11 Your Investment

12 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust Regency Portfolio (Class S) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

F0157 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

I CLASS SHARES
Socially Responsive Portfolio

Contents

ADVISERS MANAGEMENT TRUST
Socially Responsive Portfolio (Class I).2

YOUR INVESTMENT

Buying and Selling Fund Shares...............................................9

Share Prices................................................................10

Fund Structure..............................................................11


Distributions and Taxes.....................................................11


Portfolio Holdings Policy...................................................12

Neuberger Berman Advisers Management Trust

Socially Responsive Portfolio (Class I)

[GRAPHIC OMITTED]

GOAL & STRATEGY

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

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

The Portfolio Managers employ a research driven and valuation sensitive approach to stock selection. They seek to identify stocks in well-positioned businesses that they believe are undervalued in the market. They look for solid balance sheets, strong management teams with a track record of success, good cash flow, the prospect for above average earnings growth, and other valuation- related factors. Among companies that meet these criteria, the Portfolio Managers look for those that show leadership in three areas:

-- environmental concerns
-- diversity in the work force
-- progressive employment and workplace practices, and community relations.

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

[GRAPHIC OMITTED]

Mid- and Large-Cap Stocks

[GRAPHIC OMITTED]

Social Investing

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

2 Advisers Management Trust Socially Responsive Portfolio (Class I)

[GRAPHIC OMITTED]

Valuation Sensitive Investing

3 Advisers Management Trust Socially Responsive Portfolio (Class I)

MAIN RISKS
[GRAPHIC OMITTED]

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

-- undervalued stocks that do not meet the social criteria could outperform those that do
-- economic or political changes could make certain companies less attractive for investment
-- the social policy could cause the Fund to sell or avoid stocks that subsequently perform well.

Other Risks

4 Advisers Management Trust Socially Responsive Portfolio (Class I)

PERFORMANCE
[GRAPHIC OMITTED]

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

[GRAPHIC OMITTED]

Best quarter: Q2 '03, 14.41%
Worst quarter: Q3 '02, -16.67%

Average Annual Total % Returns as of 12/31/2006

                                                  Since
                                                Inception
                     1 Year       5 Years       2/18/1999
 Socially
Responsive
 Portfolio           13.70         9.54           7.18
  (Class I)
 S&P 500 Index       15.78         6.19           3.52
 Index Description:
 The S&P 500 is an unmanaged index of U.S. stocks.

[GRAPHIC OMITTED]

Performance Measures

As a frame of reference, the table includes a broad-based market index. The Fund's performance figures include all of its expenses; the index does not include costs of investment.

5 Advisers Management Trust Socially Responsive Portfolio (Class I)

INVESTOR EXPENSES
[GRAPHIC OMITTED]

Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          0.85
  fees**
 Distribution        N/A
  (12b-1) fees
 Other expenses      0.22

----------------
 Total annual        1.07
operating
  expenses

Expense Example

             1 Year     3 Years     5 Years     10 Years
Expenses    $109       $340        $590        $1,306

* Neuberger Berman Management Inc. (NBMI) has contractually agreed to reimburse certain expenses of the Fund through 12/31/2010, so that the total annual operating expenses are limited to 1.30% of the Fund's average daily net asset value. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The Fund has agreed to repay NBMI for expenses reimbursed to the Fund provided that repayment does not cause the Fund's annual operating expenses to exceed its expense limitation. Any such repayment must be made within three years after the year in which NBMI incurred the expense. The figures in the table are based on last year's expenses. During the year ended December 31, 2006, the Fund repaid NBMI under this agreement. Had NBMI not been repaid the annualized ratio of net expenses to average daily net assets would have been 0.98%.

** "Management fees" includes investment management and administration fees.

[GRAPHIC OMITTED]

INVESTMENT MANAGER

6 Advisers Management Trust Socially Responsive Portfolio (Class I)

12/31/2006) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2006, the management/administration fees paid to the Manager were 0.85% of average net assets.

PORTFOLIO MANAGERS
Arthur Moretti is a Vice President of Neuberger Berman Management Inc. and a Managing Director of Neuberger Berman, LLC. He joined each firm and has co-managed the Fund since 2001. He was a portfolio manager and fund analyst at two other firms since 1991.

Ingrid S. Dyott is a Vice President of Neuberger Berman Management Inc. and a Managing Director of Neuberger Berman, LLC. She has been co-Portfolio Manager of the Fund since December 2003 and before that was an Associate Manager of the Fund since 1997. She was a research analyst and the project director for a social research group from 1995 to 1997.

7 Advisers Management Trust Socially Responsive Portfolio (Class I)

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

The financial highlights table is intended to help you understand the Fund's financial
performance for the past 5 years.

                       Year Ended December 31,                            2002       2003       2004      2005    2006
 Per-share data ($)
 Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it
distributed to
 investors, and how its share price changed.
                         Share price (NAV) at beginning of year           10.78       9.19      12.35    13.99   14.91
 Plus:                   Income from investment operations
                         Net investment (loss)                            (0.01)     (0.01)     (0.00)    0.08    0.05
                         Net gains/losses - realized and unrealized       (1.58)      3.17       1.64     0.88    1.98
                         Subtotal: income from investment operations      (1.59)      3.16       1.64     0.96    2.03
 Minus:                  Distributions to shareholders
                         Income dividends                                     -          -          -        -    0.03
                         Capital gain distributions                           -          -          -     0.04    0.20
                         Subtotal: distributions to shareholders              -          -          -     0.04    0.23
 Equals:                 Share price (NAV) at end of year                  9.19      12.35      13.99    14.91   16.71

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they would
have been if
 certain expense reimbursement/repayment and/or offset arrangements had not been in effect.
 Net expenses - actual                                                     1.51       1.34       1.29     1.29    1.06
 Gross expenses(1)                                                         2.87       2.30       1.73     1.33    0.98
 Expenses(2)                                                               1.52       1.35       1.31     1.30    1.07
 Net investment income (loss) - actual                                    (0.07)     (0.08)     (0.03)    0.53    0.33

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were
reinvested.
 The turnover rate reflects how actively the fund bought and sold securities.
 Total return (%)(3)(4)                                                  (14.75)     34.39      13.28     6.86   13.70
 Net assets at end of year (in millions of dollars)                         5.0        7.7       21.7     50.5   262.6
 Portfolio turnover rate (%)                                                 38         45         21       24      56

This information does not reflect insurance product or qualified plan expenses. If such expenses were reflected, returns would be less than those shown.

(1) Shows what this ratio would have been if there had been no expense reimbursement/repayment and/or waiver of investment management fee.

(2) Shows what this ratio would have been if there had been no expense offset arrangements.

(4) Would have been lower/higher if Neuberger Berman Management Inc. had not reimbursed/recouped certain expenses.

8 Advisers Management Trust Socially Responsive Portfolio (Class I)

Neuberger Berman

Your Investment

-- BUYING AND SELLING FUND SHARES

Under certain circumstances, the Fund reserves the right to:

9 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

10 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

11 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

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

12 Your Investment

13 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust Socially Responsive Portfolio (Class I) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

A0069 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com

[GRAPHIC OMITTED]

PROSPECTUS - MAY 1, 2007

Neuberger Berman

Advisers

Management
Trust

S CLASS SHARES
Socially Responsive Portfolio

Contents

ADVISERS MANAGEMENT TRUST
Socially Responsive Portfolio (Class S).2

YOUR INVESTMENT

Buying and Selling Fund Shares...............................................9

Share Prices................................................................10

Fund Structure..............................................................11

Distributions and Taxes.....................................................11

Portfolio Holdings Policy...................................................13

Neuberger Berman Advisers Management Trust

Socially Responsive Portfolio (Class S)

[GRAPHIC OMITTED]

GOAL & STRATEGY

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

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

-- environmental concerns
-- diversity in the work force
-- progressive employment and workplace practices, and community relations.

[GRAPHIC OMITTED]

Mid- and Large-Cap Stocks

[GRAPHIC OMITTED]

Social Investing

2 Advisers Management Trust Socially Responsive Portfolio (Class S)

[GRAPHIC OMITTED]

Valuation Sensitive Investing

3 Advisers Management Trust Socially Responsive Portfolio (Class S)

MAIN RISKS
[GRAPHIC OMITTED]

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

Other Risks

4 Advisers Management Trust Socially Responsive Portfolio (Class S)

PERFORMANCE
[GRAPHIC OMITTED]

The Class S shares of the Fund commenced operations May 1, 2006, and therefore do not have a
full calendar year of performance for 2006. Thus, the performance from the beginning of the measurement period shown below to May 1, 2006 is that of the Fund's Class I shares. Class I shares are not offered in this prospectus. Class S shares would have substantially similar performance as Class I shares because the classes will be invested in the same portfolio of securities. Annual returns would differ only to the extent that Class I shares and Class S shares have different expenses. Class S shares are sold with a distribution (12b-1) and service fee. The bar chart shows how the Fund's performance has varied from one year to another. The table next to the chart shows what the return would equal if you averaged out actual performance over various lengths of time and compares the return with one or more measures of market performance. This information is based on past performance; it is not a prediction of future results. The performance information does not reflect insurance product or qualified plan expenses or distribution (12b-1) and service fees. If such information were reflected, returns would be less than those shown.

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

[GRAPHIC OMITTED]

Best quarter: Q2 '03, 14.41%
Worst quarter: Q3 '02, -16.67%

Average Annual Total % Returns as of 12/31/2006

                                                  Since
                                                Inception
                     1 Year       5 Years       2/18/1999
 Socially
Responsive
 Portfolio           13.57         9.51           7.16
  (Class S)
 S&P 500 Index       15.78         6.19           3.52
 Index Description:
 The S&P 500 is an unmanaged index of U.S. stocks.

[GRAPHIC OMITTED]

Performance Measures

As a frame of reference, the table includes a broad-based market index. The Fund's performance figures include all of its expenses; the index does not include costs of investment.

5 Advisers Management Trust Socially Responsive Portfolio (Class S)

INVESTOR EXPENSES
[GRAPHIC OMITTED]

Fee Table

 Shareholder         N/A
  Fees

----------------
 Annual operating expenses (% of
average net assets)*
 These are deducted from Fund
assets, so you pay them
indirectly.
 Management          0.85
  fees**
 Distribution        0.25
  (12b-1) fees
 Other expenses      0.10

----------------
 Total annual        1.20
operating
  expenses

----------------
 Minus:              0.03
Expense
  reimbursement

----------------
 Net expenses        1.17

Expense Example

             1 Year     3 Years     5 Years     10 Years
Expenses    $119       $372        $651        $1,446

* Neuberger Berman Management Inc. (NBMI) has undertaken through 12/31/2010 to reimburse certain operating expenses, including the compensation of NBMI and excluding taxes, interest, extraordinary expenses, brokerage commissions and transaction costs, that exceed, in the aggregate, 1.17% of the average daily net asset value of the Fund. The expense limitation agreement is contractual and any excess expenses can be repaid to NBMI within three years of the year incurred, provided such recoupment would not cause the Fund to exceed its contractual expense limitation. The figures in the table are based on last year's expenses.

** "Management fees" includes investment management and administration fees.

[GRAPHIC OMITTED]

INVESTMENT MANAGER

6 Advisers Management Trust Socially Responsive Portfolio (Class S)

Fund's investments and handle its day-to-day business. As investment manager, the Manager is responsible for overseeing the activities of the Sub-Adviser. Together, the Neuberger Berman affiliates manage $126.9 billion in total assets (as of 12/31/2006) and continue an asset management history that began in 1939. The Fund pays the Manager fees at the annual rate of 0.55% of the first $250 million, 0.525% of the next $250 million, 0.500% of the next $250 million, 0.475% of the next $250 million, 0.450% of the next $500 million, 0.425% of the next $2.5 billion, and 0.400% of amounts in excess of $4 billion of the Fund's average daily net assets for investment management services and 0.85% of its average daily net assets for administrative services provided to the Fund.

A discussion regarding the basis of the Board of Trustees' approval of the investment advisory contract of the Fund will be available in the Fund's annual report for the fiscal year ended December 31, 2006.

7 Advisers Management Trust Socially Responsive Portfolio (Class S)

FINANCIAL HIGHLIGHTS
[GRAPHIC OMITTED]

The financial highlights table is intended to help you understand the Fund's financial
performance since its inception.

                    Year Ended December 31,                         2006(1)
 Per-share data ($)
 Data apply to a single share throughout each year indicated. You can see what
the Fund earned (or lost), what it distributed to
 investors, and how its share price changed.
                   Share price (NAV) at beginning of year           15.59
 Plus:             Income from investment operations                 0.02
                   Net investment (loss)                             1.08
                   Net gains/losses - realized and unrealized        1.10
 Equals:           Share price (NAV) at end of year                 16.69

-----------
 Ratios (% of average net assets)
 The ratios show the Fund's expenses and net investment income (loss), as they
actually are as well as how they would have been if
 certain expense reimbursement and/or offset arrangements had not been in
effect.
 Net expenses - actual(2)                                                1.16
 Gross expenses(2)(3)                                                    1.18
 Expenses(2)(4)                                                          1.17
 Net investment income (loss) - actual(2)                                0.16

-----------
 Other data
 Total return shows how an investment in the Fund would have performed over
each year, assuming all distributions were reinvested.
 The turnover rate reflects how actively the fund bought and sold securities.
 Total return (%)(5)(6)(7)                                               7.06
 Net assets at end of year (in millions of dollars)                      91.6
 Portfolio turnover rate (%)(7)                                            56

(1) Period from 5/1/2006 (beginning of opertions) to 12/31/2006.

(2) Annualized.

(3) Shows what this ratio would have been if there had been no expense reimbursement and/or waiver of investment management fee.

(4) Shows what this ratio would have been if there had been no expense offset arrangements.

(6) Would have been lower if Neuberger Berman Management Inc. had not reimbursed certain expenses.

(7) Not annualized.

8 Advisers Management Trust Socially Responsive Portfolio (Class S)

Neuberger Berman

Your Investment

-- BUYING AND SELLING FUND SHARES

Under certain circumstances, the Fund reserves the right to:

9 Your Investment

the Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.

-- SHARE PRICES
When you buy and sell shares of the Fund, the share price is the Fund's net asset value per share.

[GRAPHIC OMITTED]

Share Price Calculations

10 Your Investment

been used and, because it is an estimate, it may not reflect the price that the Fund would actually obtain if it were to sell the security.

11 Your Investment

In unusual circumstances, there may be a risk to you of special tax liabilities from an investment in the Fund.

[GRAPHIC OMITTED]

Insurance and Qualified Plan Expenses

[GRAPHIC OMITTED]

Distribution and Services

12 Your Investment

13 Your Investment

[GRAPHIC OMITTED]

Neuberger Berman Advisers Management Trust Socially Responsive Portfolio (Class S) Shares

If you'd like further details on this Fund you can request a free copy of the following documents:

Shareholder Reports -- The shareholder reports offer information about the Fund's recent performance, including:

Statement of Additional Information (SAI) -- The SAI contains more comprehensive information on this Fund, including:

-- various types of securities and practices, and their risks -- investment limitations and additional policies -- information about the Fund's management and business structure

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

Investment manager: Neuberger Berman Management Inc. Sub-adviser: Neuberger Berman, LLC

[GRAPHIC OMITTED]

Obtaining Information

You can obtain a shareholder report, SAI, and other information from your investment provider, or from:

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
212-476-8800
Web site: www.nb.com
Email: fundinquiries@nb.com

You may also view and copy the documents at the SEC's Public Reference Room in Washington. Call 202-551-8090 for information about the operation of the Public Reference Room.

[GRAPHIC OMITTED]

G0086 05/07 SEC file number: 811-4255

[GRAPHIC OMITTED]

Neuberger Berman Management Inc.
605 Third Avenue 2nd Floor
New York, NY 10158-0180
Shareholder Services
800.877.9700
Institutional Services
800.366.6264

www.nb.com
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

STATEMENT OF ADDITIONAL INFORMATION

Dated May 1, 2007

The Balanced Portfolio, Fasciano Portfolio, Growth Portfolio, Guardian Portfolio, Lehman Brothers High Income Bond Portfolio, formerly High Income Bond Portfolio ("High Income Bond Portfolio"), International Portfolio, International Large Cap Portfolio, Lehman Brothers Short Duration Bond Portfolio, formerly Limited Maturity Bond Portfolio ("Short Duration Bond Portfolio"), Mid-Cap Growth Portfolio, Partners Portfolio, Real Estate Portfolio, Regency Portfolio and Socially Responsive Portfolio (each a "Fund") of Neuberger Berman Advisers Management Trust ("Trust") offer shares pursuant to Prospectuses dated May 1, 2007.

Shares of the Funds are sold to insurance company separate accounts, so that the Funds may serve as investment options under variable life insurance policies and variable annuity contracts, issued by insurance companies.

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

This Statement of Additional Information ("SAI") is not a prospectus and should be read in conjunction with the Prospectuses.

No person has been authorized to give any information or to make any representations not contained in the Prospectuses or in this SAI in connection with the offering made by the Prospectuses, and, if given or made, such information or representations must not be relied upon as having been authorized by a Fund or its distributor. The Prospectuses and this SAI do not constitute an offering by a Fund or its distributor in any jurisdiction in which such offering may not lawfully be made.

The "Neuberger Berman" name and logo are service marks of Neuberger Berman, LLC. "Neuberger Berman Management Inc." and the Funds named in this SAI are either service marks or registered trademarks of NB Management.(C)2007 Neuberger Berman Management Inc. All rights reserved.

TABLE OF CONTENTS

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

         Investment Policies and Limitations.....................................................................1

         Temporary Defensive Positions and Cash Management.......................................................5

         Rating Agencies.........................................................................................6

         Additional Investment Information.......................................................................6

TRUSTEES AND OFFICERS...........................................................................................53

         Information about the Board of Trustees................................................................53

         Information about the Officers of the Trust............................................................57

         The Board of Trustees..................................................................................59

TABLE OF COMPENSATION...........................................................................................62

         Ownership of Securities................................................................................63

         Independent Trustees Ownership of Securities...........................................................64

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.............................................................64

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES...............................................................69

         Management and Administration Fees.....................................................................69

         Expense Limitations....................................................................................71

         Sub-Adviser............................................................................................74

         Management and Control of NB Management, Neuberger Berman and Lehman Brothers Asset Management.........74

         Investment Companies Advised...........................................................................75

DISTRIBUTION ARRANGEMENTS.......................................................................................76

         Distributor............................................................................................76

                  A.       Distribution Plan (Class I)..........................................................77

                  B.       Distribution and Shareholder Services Plan (Class S).................................77

Revenue Sharing.................................................................................................79

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION..................................................................81

         Share Prices and Net Asset Value.......................................................................81

         Suspension of Redemptions..............................................................................83

         Redemptions in Kind....................................................................................83

         Market Timing..........................................................................................83

DIVIDENDS AND OTHER DISTRIBUTIONS...............................................................................84

ADDITIONAL TAX INFORMATION......................................................................................84

         Taxation of Each Fund..................................................................................84

         Subchapter M...........................................................................................84

         Section 817(h).........................................................................................85

         Tax Aspects of the Investments of the Funds............................................................86

PORTFOLIO MANAGERS..............................................................................................89

         Other Accounts Managed.................................................................................89

         Conflicts of Interest..................................................................................90

         Portfolio Manager Compensation.........................................................................91

         Securities Ownership...................................................................................92

PORTFOLIO TRANSACTIONS..........................................................................................93

CODES OF ETHICS................................................................................................101

PORTFOLIO TURNOVER.............................................................................................102

PROXY VOTING...................................................................................................102

PORTFOLIO HOLDINGS DISCLOSURE..................................................................................103

         Portfolio Holdings Disclosure Policy..................................................................103

         Portfolio Holdings Disclosure Procedures..............................................................103

         Portfolio Holdings Approved Recipients................................................................104

REPORTS TO SHAREHOLDERS........................................................................................105

    INFORMATION REGARDING ORGANIZATION, CAPITALIZATION, AND OTHER MATTERS......................................105

         The Funds.............................................................................................105

CUSTODIAN AND TRANSFER AGENT...................................................................................107

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM..................................................................107

LEGAL COUNSEL..................................................................................................107

REGISTRATION STATEMENT.........................................................................................107

FINANCIAL STATEMENTS...........................................................................................107

    APPENDIX A  RATINGS OF CORPORATE BONDS AND COMMERCIAL PAPER................................................A-1

INVESTMENT INFORMATION

Each Fund is a separate series of the Trust, a Delaware statutory trust registered with the Securities and Exchange Commission ("SEC") as an open-end management investment company and organized on May 23, 1994. Each Fund seeks its investment objective by investing in accordance with its investment objective and policies. The Funds are managed by NB Management.

Prior to May 1, 2000, certain of the Funds invested through a two-tier master/feeder structure (Balanced Portfolio, Growth Portfolio, Guardian Portfolio, International Portfolio, Short Duration Bond Portfolio, Mid-Cap Growth Portfolio, Partners Portfolio and Socially Responsive Portfolio). Rather than investing directly in securities, each of those Funds invested all of its respective assets in another fund that served as a corresponding "master series." All of the master series were separate series of an investment company named Advisers Managers Trust. The master series, in turn, invested in portfolio securities. Effective May 1, 2000, the Balanced Portfolio, Growth Portfolio, Guardian Portfolio, International Portfolio, Short Duration Bond Portfolio, Mid-Cap Growth Portfolio, Partners Portfolio and Socially Responsive Portfolio converted to a conventional one-tier structure. Each such Fund, to the extent such Fund was operational, redeemed its investment in its corresponding master series in return for delivery of the series' portfolio securities, at current net asset value, subject to the liabilities of the master series. Accordingly, each such Fund received the investment securities of its corresponding master series and will continue to hold portfolio securities directly.

The following information supplements the discussion in the Prospectuses of the investment objective, policies and limitations of each Fund. Unless otherwise specified, those investment objectives, policies and limitations are not fundamental and may be changed by the trustees of the Trust ("Trustees") without shareholder approval. The fundamental investment objectives, policies and limitations of a Fund may not be changed without the approval of the lesser of: (1) 67% of the total units of beneficial interest ("shares") of the Fund represented at a meeting at which more than 50% of the outstanding Fund shares are represented; or (2) a majority of the outstanding shares of the Fund. These percentages are required by the Investment Company Act of 1940, as amended ("1940 Act"), and are referred to in this SAI as a "1940 Act majority vote."

INVESTMENT POLICIES AND LIMITATIONS

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

Except for the limitation on borrowing and, with respect to Short Duration Bond Portfolio, the limitation on illiquid securities, any maximum percentage of securities or assets contained in any investment policy or limitation will not be considered to be exceeded unless the percentage limitation is exceeded immediately after, and because of, a transaction by a Fund. If events subsequent to a transaction result in a Fund exceeding the percentage limitation on borrowing, as applicable, or illiquid securities, NB Management will take appropriate steps to reduce the percentage of borrowings or the percentage held in illiquid securities, as may be required by law, within a reasonable amount of time.

The Funds' fundamental investment policies and limitations are as follows:

1. Borrowing. Each Fund may not borrow money, except that a Fund may
(i) borrow money from banks for temporary or emergency purposes and not for leveraging or investment (except for High Income Bond, International and International Large Cap Portfolios which may borrow for leveraging or investment) and (ii) enter into reverse repurchase agreements for any purpose; provided that (i) and (ii) in combination do not exceed 33-1/3% of the value of its total assets (including the amount borrowed) less liabilities (other than borrowings). If at any time borrowings exceed 33-1/3% of the value of a Fund's total assets, the Fund will reduce its borrowings within three days (excluding Sundays and holidays) to the extent necessary to comply with the 33-1/3% limitation.

2. Commodities. Each Fund may not purchase physical commodities or contracts thereon, unless acquired as a result of the ownership of securities or instruments, but this restriction shall not prohibit a Fund from purchasing futures contracts or options (including options on futures and foreign currencies and forward contracts but excluding options or futures contracts on physical commodities) or from investing in securities of any kind.

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

For High Income Bond Portfolio this restriction also shall not prohibit the Fund from purchasing swaps, caps, collars, floors and other financial instruments.

3. Diversification. Each Fund (except for Real Estate Portfolio) may not, with respect to 75% of the value of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government, or any of its agencies or instrumentalities ("U.S. Government and Agency Securities"), or securities issued by other investment companies) if, as a result, (i) more than 5% of the value of the Fund's total assets would be invested in the securities of that issuer or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. Real Estate Portfolio is non-diversified under the 1940 Act.

4. Industry Concentration. Each Fund (except Real Estate Portfolio) may not purchase any security if, as a result, 25% or more of its total assets (taken at current value) would be invested in the securities of issuers having their principal business activities in the same industry. This limitation does not apply to purchases of (i) securities issued or guaranteed by the U.S. Government and Agency Securities, or (ii) investments by all Funds (except International, International Large Cap and Partners Portfolios) in certificates of deposit or bankers' acceptances issued by domestic branches of U.S. banks. Real Estate Portfolio will invest more than 25% of its assets in the real estate industry.

Please note that for purposes of the investment limitation on concentration in a particular industry, NB Management determines the "issuer" of a municipal obligation that is not a general obligation note or bond based on the obligation's characteristics. The most significant of these characteristics is the source of funds for the repayment of principal and payment of interest on the obligation. If an obligation is backed by an irrevocable letter of credit or other guarantee, without which the obligation would not qualify for purchase under a Fund's quality restrictions,

the issuer of the letter of credit or the guarantee is considered an issuer of the obligation. If an obligation meets the quality restrictions of a Fund without credit support, the Fund treats the commercial developer or the industrial user, rather than the governmental entity or the guarantor, as the issuer of the obligation, even if the obligation is backed by a letter of credit or other guarantee. Also for purposes of the investment limitation on concentration in a particular industry, mortgage-backed securities that are issued or guaranteed by the U.S. Government, its agencies or instrumentalities are not subject to the Funds' industry concentration restrictions, by virtue of the exclusion from that test available to all U.S. Government securities. In the case of privately issued mortgage-related securities or asset-backed securities, the Trust takes the position that such securities do not represent interests in any particular "industry" or group of industries. In addition, also for purposes of the investment limitation on concentration in a particular industry, certificates of deposit ("CD") are interpreted to include similar types of time deposits.

In addition, for purposes of the limitation on industry concentration, please note that the International Large Cap Portfolio relies on the Global Industry Classification Standard, which considers diversified commercial banks and regional commercial banks to be separate industries.

5. Lending. Each Fund may not lend any security or make any other loan if, as a result, more than 33-1/3% of its total assets (taken at current value) would be lent to other parties, except in accordance with its investment objective, policies, and limitations, (i) through the purchase of a portion of an issue of debt securities, and for High Income Bond Portfolio loans, loan participations or other forms of direct debt instruments, or (ii) by engaging in repurchase agreements.

6. Real Estate. Each Fund may not purchase real estate unless acquired as a result of the ownership of securities or instruments, but this restriction shall not prohibit a Fund from purchasing securities issued by entities or investment vehicles that own or deal in real estate or interests therein, or instruments secured by real estate or interests therein. The Real Estate Portfolio may: (i) invest in securities of issuers that mortgage, invest, or deal in real estate or interests therein; (ii) invest in securities that are secured by real estate or interests therein; (iii) purchase and sell mortgage related securities; (iv) hold and sell real estate acquired by the Real Estate Portfolio as a result of the ownership of securities; and (v) invest in real estate investment trusts of any kind.

7. Senior Securities. Each Fund may not issue senior securities, except as permitted under the 1940 Act.

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

9. Investment through a Master/Feeder Structure. Notwithstanding any other investment policy, each Fund may invest all of its net investable assets (cash, securities and receivables relating to securities) in an open-end management investment company having substantially the same investment objective, policies and limitations as the Fund. Currently, the Funds do not utilize this policy. Rather, each Fund invests directly in securities.

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

1. Borrowing. (All Funds except High Income Bond, International and International Large Cap Portfolios). Each Fund may not purchase securities if outstanding borrowings, including any reverse repurchase agreements, exceed 5% of its total assets. High Income Bond Portfolio does not currently intend to borrow for leveraging or investment.

2. Lending. Except for the purchase of debt securities and engaging in repurchase agreements, each Fund (except High Income Bond Portfolio) may not make any loans other than securities loans. Except for the purchase of debt securities, loans, loan participations or other forms of direct debt instruments and engaging in repurchase agreements, High Income Bond Portfolio may not make any loans other than securities loans.

3. Margin Transactions. Each Fund may not purchase securities on margin from brokers or other lenders except that a Fund may obtain such short-term credits as are necessary for the clearance of securities transactions. For all Funds margin payments in connection with transactions in futures contracts and options on futures contracts shall not constitute the purchase of securities on margin and shall not be deemed to violate the foregoing limitation.

4. Illiquid Securities. Each Fund may not purchase any security if, as a result, more than 15% of its net assets would be invested in illiquid securities. Illiquid securities include securities that cannot be sold within seven days in the ordinary course of business for approximately the amount at which the Fund has valued the securities, such as repurchase agreements maturing in more than seven days.

5. Investments in Any One Issuer. (Real Estate Portfolio). At the close of each quarter of the Fund's taxable year, (i) no more than 25% of the value of its total assets will be invested in the securities of a single issuer, and (ii) with regard to 50% of its total assets, no more than 5% of the value of its total assets will be invested in the securities of a single issuer. These limitations do not apply to U.S. government securities, as defined for federal tax purposes, or securities of another regulated investment company.

6. Foreign Securities. (Guardian, Partners, Real Estate and Socially Responsive Portfolios). These Funds may not invest more than 10% of the value of their total assets in securities of foreign issuers, provided that this limitation shall not apply to foreign securities denominated in U.S. dollars, including American Depositary Receipts ("ADRs").

7. Pledging. (Guardian Portfolio). The Fund may not pledge or hypothecate any of its assets, except that the Fund may pledge or hypothecate up to 5% of its total assets in connection with its entry into any agreement or arrangement pursuant to which a bank furnishes a letter of credit to collateralize a capital commitment made by the Fund to a mutual insurance company of which the Fund is a member.

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

8. Social Policy. (Socially Responsive Portfolio). The Fund may not purchase securities of issuers who derive more than 5% of their total revenue from the production of alcohol, tobacco, weapons, or nuclear power and may not purchase securities of issuers deriving more than 5% of total revenue from gambling.

9. Debt Securities. (Short Duration Bond and High Income Bond Portfolio). Each Fund shall normally invest at least 80% of its net assets, plus 80% of any borrowings for investment purposes, in bonds and other debt securities. Each Fund will not alter this policy without providing at least 60 days' prior notice to shareholders.

10. Mid-Cap Companies. (Mid-Cap Growth Portfolio). The Fund shall normally invest at least 80% of its net assets, plus 80% of any borrowings for investment purposes, in common stocks of mid capitalization companies. The Fund will not alter this policy without providing at least 60 days' prior notice to shareholders.

11. Real Estate Companies. (Real Estate Portfolio). The Fund shall normally invest at least 80% of its net assets, plus 80% of any borrowings for investment purposes, in equity securities issued by real estate investments trusts and common stocks and other securities issued by real estate companies. The Fund will not alter this policy without providing at least 60 days' prior notice to shareholders.

12. Equity Securities. (International Large Cap Portfolio). The Fund normally invests at least 80% of its net assets in equity securities. Although this is a non-fundamental policy, the Trustees will not change this policy without at least 60 days' notice to shareholders. As used in this policy, "net assets" means net assets plus the amount of any borrowing for investment purposes. The Fund may borrow for investment purposes.

TEMPORARY DEFENSIVE POSITIONS AND CASH MANAGEMENT

For temporary defensive purposes or to manage cash pending investment or payout, each Fund (except International, International Large Cap and Socially Responsive Portfolios) may invest up to 100% of its total assets in cash or cash equivalents, U.S. Government and Agency Securities, commercial paper, money market funds and certain other money market instruments, as well as repurchase agreements collateralized by the foregoing. Balanced (debt securities portion), High Income Bond and Short Duration Bond Portfolios may adopt shorter than normal weighted average maturities or durations. Yields on these securities are generally lower than yields available on the lower-rated debt securities in which Balanced (debt securities portion), High Income Bond and Short Duration Bond Portfolios normally invests.

Any part of Socially Responsive Portfolio's assets may be retained temporarily in investment grade fixed income securities of non-governmental issuers, U.S. Government and Agency Securities, repurchase agreements, money market instruments, commercial paper, and cash and cash equivalents when NB Management believes that significant adverse market, economic, political, or other circumstances require prompt action to avoid losses. Generally, the foregoing temporary investments for Socially Responsive Portfolio are selected with a concern for the social impact of each investment.

For temporary defensive purposes or to manage cash pending investment or payout, International and International Large Cap Portfolios may invest up to 100% of its total assets in short-term foreign and U.S. investments, such as cash or cash equivalents, commercial paper, short-term bank obligations, government and agency securities, and repurchase agreements. International and International Large Cap Portfolios may also invest in such instruments to increase liquidity or to provide collateral to be held in segregated accounts.

Pursuant to an exemptive order received from the SEC, each Fund also may invest in shares of a money market fund or a fund that is not registered with the SEC, each managed by NB Management or an affiliate, to manage uninvested cash (which will only be invested in shares of a money market fund) and cash collateral received in connection with securities lending. The unregistered fund seeks a higher return by investing in debt instruments with maturities beyond those permitted to a money market fund. A Fund's investments of uninvested cash in shares of registered money market funds managed by NB Management or an affiliate are limited to amounts not exceeding 25% of the Fund's total assets. The money market fund and the unregistered fund do not invest in accordance with the Socially Responsive Portfolio's Social Policy.

RATING AGENCIES

Each Fund may purchase securities rated by Standard & Poor's Ratings Group ("S&P"), Moody's Investors Service, Inc. ("Moody's"), or any other nationally recognized statistical rating organization ("NRSRO"). The ratings of an NRSRO represent its opinion as to the quality of securities it undertakes to rate. Ratings are not absolute standards of quality; consequently, securities with the same maturity, duration, coupon and rating may have different yields. Although the Funds may rely on the ratings of any NRSRO, the Funds mainly refer to ratings assigned by S&P and Moody's, which are described in Appendix A to this SAI. The Funds may also invest in unrated securities that are deemed comparable in quality by NB Management to the rated securities in which the Funds may permissibly invest.

ADDITIONAL INVESTMENT INFORMATION

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

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Illiquid Securities. (All Funds). Illiquid securities are securities that cannot be expected to be sold within seven days at approximately the price at which they are valued. These may include unregistered or other restricted securities and repurchase agreements maturing in greater than seven days. Illiquid securities may also include commercial paper under section 4(2) of the 1933 Act, as amended, and Rule 144A securities (restricted securities that may be traded freely among qualified institutional buyers pursuant to an exemption from the registration requirements of the securities laws); these securities are considered illiquid unless NB Management, acting pursuant to guidelines established by the Trustees, determines they are liquid. Generally, foreign securities freely tradable in their principal market are not considered restricted or illiquid even if they are not registered in the U.S. Illiquid securities may be difficult for a Fund to value or dispose of due to the absence of an active trading market. The sale of some illiquid securities by a Fund may be subject to legal restrictions which could be costly to the Fund.

Policies and Limitations. Each Fund may invest up to 15% of its net assets in illiquid securities.

Repurchase Agreements. (All Funds). In a repurchase agreement, a Fund purchases securities from a bank that is a member of the Federal Reserve System (or with respect to International and International Large Cap Portfolios, from a foreign bank or a U.S. branch or agency of a foreign bank), or from a securities dealer, that agrees to repurchase the securities from the Fund at a higher price on a designated future date. Repurchase agreements generally are for a short period of time, usually less than a week. Costs, delays, or losses could result if the selling party to a repurchase agreement becomes bankrupt or otherwise defaults. NB Management monitors the creditworthiness of sellers. If International or International Large Cap Portfolio enters into a repurchase agreement subject to foreign law and the counter-party defaults, that Fund may not enjoy protections comparable to those provided to certain repurchase agreements under U.S. bankruptcy law and may suffer delays and losses in disposing of the collateral as a result.

Policies and Limitations. Repurchase agreements with a maturity or demand of more than seven days are considered to be illiquid securities. No Fund may enter into a repurchase agreement with a maturity or put feature of more than seven days if, as a result, more than 15% of the value of its net assets would then be invested in such repurchase agreements and other illiquid securities. A Fund may enter into a repurchase agreement only if (1) the underlying securities are of a type (excluding maturity and duration limitations) that the Fund's investment policies and limitations would allow it to purchase directly, (2) the market value of the underlying securities, including accrued interest, at all times equals or exceeds the repurchase price, and (3) payment for the underlying securities is made only upon satisfactory evidence that the securities are being held for the Fund's account by its custodian or a bank acting as the Fund's agent.

Securities Loans. (All Funds). Each Fund may lend portfolio securities to banks, brokerage firms, or institutional investors judged creditworthy by NB Management, provided that cash or equivalent collateral, equal to at least 102% (105% in the case of foreign securities) of the market value of the loaned securities, is continuously maintained by the borrower with the Fund. The Fund may invest the cash collateral and earn income, or it may receive an agreed upon amount of interest income from a borrower who has delivered equivalent collateral.

During the time securities are on loan, the borrower will pay the Fund an amount equivalent to any dividends or interest paid on such securities. These loans are subject to termination at the option of the Fund or the borrower. The Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower or placing broker. The Fund does not have the right to vote securities on loan, but would terminate the loan and regain the right to vote if that were considered important with respect to the investment. NB Management believes the risk of loss on these transactions is slight because, if a borrower were to default for any reason, the collateral should satisfy the obligation. However, as with other extensions of secured credit, loans of portfolio securities involve some risk of loss of rights in the collateral should the borrower fail financially. Subject to compliance with conditions of an SEC exemptive order, a Fund can loan securities through a separate operating unit of Neuberger Berman, LLC ("Neuberger Berman") or an affiliate of Neuberger Berman, acting as agent. The Funds also can loan securities to Neuberger Berman and its affiliates (other than NB Management), subject to the conditions of the SEC exemptive order. The Funds may also loan securities through eSecLending, which provides securities loans to principal borrowers arranged through a bidding process managed by eSecLending.

Policies and Limitations. Each Fund may lend securities with a value not exceeding 33-1/3% of its total assets to banks, brokerage firms, or other institutional investors judged creditworthy by NB Management. Borrowers are required continuously to secure their obligations to return securities on loan from a Fund by depositing collateral in a form determined to be satisfactory by the Trustees. The collateral, which must be marked to market daily, must be equal to at least 102% (105% in the case of foreign securities) of the market value of the loaned securities, which will also be marked to market daily. See the section entitled "Temporary Defensive Positions and Cash Management" for information on how the cash collateral may be invested. For purposes of each Fund's investment goal and strategies any requirements that a certain percentage of a Fund's assets be invested in a certain fashion shall not apply to cash collateral from securities lending activities and income earned on reinvestment of that cash collateral. Securities lending by Socially Responsive Portfolio is not subject to the Social Policy.

Restricted Securities and Rule 144A Securities. (All Funds). Each Fund may invest in restricted securities, which are securities that may not be sold to the public without an effective registration statement under the 1933 Act. Before they are registered, such securities may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. In recognition of the increased size and liquidity of the institutional market for unregistered securities and the importance of institutional investors in the formation of capital, the SEC has adopted Rule 144A under the 1933 Act, which is designed to facilitate efficient trading among institutional investors by permitting the sale of certain unregistered securities to qualified institutional buyers. To the extent privately placed securities held by a Fund qualify under Rule 144A, and an institutional market develops for those securities, the Fund likely will be able to dispose of the securities without registering them under the 1933 Act. To the extent that institutional buyers become, for a time, uninterested in purchasing these securities, investing in Rule 144A securities could have the effect of increasing the level of a Fund's illiquidity. NB Management, acting under guidelines established by the Trustees, may determine that certain securities qualified for trading under Rule 144A are liquid. Foreign securities that are freely

tradable in their principal markets are not considered to be restricted. Regulation S under the 1933 Act permits the sale abroad of securities that are not registered for sale in the United States.

Where registration is required, a Fund may be obligated to pay all or part of the registration expenses, and a considerable period may elapse between the decision to sell and the time the Fund may be permitted to sell a security under an effective registration statement. If, during such a period, adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed when it decided to sell. Restricted securities for which no market exists are priced by a method that the Trustees believe accurately reflect fair value.

Policies and Limitations. To the extent restricted securities, including Rule 144A securities, are illiquid, purchases thereof will be subject to each Fund's 15% limit on investments in illiquid securities.

Commercial Paper. (All Funds). Commercial paper is a short-term debt security issued by a corporation, bank, municipality, or other issuer, usually for purposes such as financing current operations. Each Fund may invest in commercial paper that cannot be resold to the public without an effective registration statement under the 1933 Act. While restricted commercial paper normally is deemed illiquid, NB Management may in certain cases determine that such paper is liquid, pursuant to guidelines established by the Trustees.

Policies and Limitations. Each Equity Fund normally may invest up to 35% (except the Mid-Cap Growth Portfolio) of its total assets in debt securities, including commercial paper. The Mid-Cap Growth Portfolio may invest up to 20% of its net assets in debt securities. The Equity Funds may invest in commercial paper only if it has received the highest rating from S&P (A-1) or Moody's (P-1) or is deemed by NB Management to be of comparable quality. International and International Large Cap Portfolios may invest in such commercial paper as a defensive measure, to increase liquidity, or as needed for segregated accounts. To the extent restricted commercial paper is deemed illiquid, purchases thereof will be subject to each Fund's 15% limit on investments in illiquid securities.

Reverse Repurchase Agreements. (All Funds). In a reverse repurchase agreement, a Fund sells portfolio securities subject to its agreement to repurchase the securities at a later date for a fixed price reflecting a market rate of interest. Reverse repurchase agreements may increase fluctuations in a Fund's net asset value ("NAV") and may be viewed as a form of leverage. There is a risk that the counter-party to a reverse repurchase agreement will be unable or unwilling to complete the transaction as scheduled, which may result in losses to the Fund. NB Management monitors the creditworthiness of counterparties to reverse repurchase agreements.

Policies and Limitations. Reverse repurchase agreements are considered borrowings for purposes of each Fund's investment limitations and policies concerning borrowings. While a reverse repurchase agreement is outstanding, a Fund will deposit in a segregated account with its custodian cash or appropriate liquid securities, marked to market daily, in an amount at least equal to each Fund's obligations under the agreement.

Banking and Savings Institution Securities. (All Funds). These include CDs, time deposits, bankers' acceptances, and other short-term and long-term debt obligations issued by commercial banks and savings institutions. The CDs, time deposits, and bankers' acceptances in which the Fund invests typically are not covered by deposit insurance.

A certificate of deposit is a short-term negotiable certificate issued by a commercial bank against funds deposited in the bank and is either interest-bearing or purchased on a discount basis. A bankers' acceptance is a short-term draft drawn on a commercial bank by a borrower, usually in connection with an international commercial transaction. The borrower is liable for payment as is the bank, which unconditionally guarantees to pay the draft at its face amount on the maturity date. Fixed time deposits are obligations of branches of U.S. banks or foreign banks that are payable at a stated maturity date and bear a fixed rate of interest. Although fixed time deposits do not have a market, there are no contractual restrictions on the right to transfer a beneficial interest in the deposit to a third party. Deposit notes are notes issued by commercial banks that generally bear fixed rates of interest and typically have original maturities ranging from eighteen months to five years.

Banks are subject to extensive governmental regulations that may limit both the amounts and types of loans and other financial commitments that may be made and the interest rates and fees that may be charged. The profitability of this industry is largely dependent upon the availability and cost of capital funds for the purpose of financing lending operations under prevailing money market conditions. Also, general economic conditions play an important part in the operations of this industry and exposure to credit losses arising from possible financial difficulties of borrowers might affect a bank's ability to meet its obligations. Bank obligations may be general obligations of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulation.

In addition, securities of foreign banks and foreign branches of U.S. banks may involve investment risks in addition to those relating to domestic bank obligations. Such risks include future political and economic developments, the possible seizure or nationalization of foreign deposits, and the possible adoption of foreign governmental restrictions that might adversely affect the payment of principal and interest on such obligations. In addition, foreign branches of U.S. banks and foreign banks may be subject to less stringent reserve requirements and non-U.S. issuers generally are subject to different accounting, auditing, reporting and recordkeeping standards than those applicable to U.S. issuers.

Policies and Limitations. Each Equity Fund (except the Mid-Cap Growth Portfolio) will normally limit its investments in debt securities, including banking and savings institution securities, to no more than 35% of its total assets. The Mid-Cap Growth Portfolio may invest up to 20% of its net assets in debt securities.

Leverage. (High Income Bond, International and International Large Cap Portfolios). The Funds may make investments when borrowings are outstanding. Leverage creates an opportunity for increased net income but, at the same time, creates special risk considerations. For example, leveraging may amplify changes in a Fund's NAV. Although the principal of such borrowings will be fixed, a Fund's assets may change in value during the time the borrowing is outstanding. Leverage from borrowing creates interest expenses for a Fund.

To the extent the income derived from securities purchased with borrowed funds exceeds the interest a Fund will have to pay, a Fund's net income will be greater than it would be if leveraging were not used. Conversely, if the income from the assets obtained with borrowed funds is not sufficient to cover the cost of leveraging, the net income of a Fund will be less than if leveraging were not used, and therefore the amount available for distribution to a Fund's shareholders as dividends will be reduced.

Policies and Limitations. Generally, the Funds do not intend to use leverage for investment purposes. They may, however, use leverage to purchase securities needed to close out short sales entered into for hedging purposes and to facilitate other hedging transactions. Reverse repurchase agreements create leverage and are considered borrowings for purposes of the Funds' investment limitations.

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

While certain Funds (except with respect to International and International Large Cap Portfolios) may invest in foreign securities to reduce risk by providing further diversification, such investments involve sovereign and other risks, in addition to the credit and market risks normally associated with domestic securities. These additional risks include the possibility of adverse political and economic developments (including political instability, nationalization, expropriation, or confiscatory taxation) and the potentially adverse effects of unavailability of public information regarding issuers, less governmental supervision regarding financial markets, reduced liquidity of certain financial markets, and the lack of uniform accounting, auditing, and financial standards or the application of standards that are different or less stringent than those applied in the United States. It may be difficult to invoke legal process or to enforce contractual obligations abroad. There are also risks caused by different laws and customs governing securities tracking, and possibly limited access to the courts to enforce a Fund's rights as an investor.

Each Fund also may invest in equity (except Short Duration Bond Portfolio), debt, or other income-producing securities that are denominated in or indexed to foreign currencies, including, but not limited to (1) common and preferred stocks, with respect to all Funds except Short Duration Bond Portfolio, (2) CDs, commercial paper, fixed-time deposits, and bankers' acceptances issued by foreign banks, (3) obligations of other corporations, and
(4) obligations of foreign governments, or their subdivisions, agencies, and instrumentalities, international agencies, and supranational entities. Investing in foreign currency denominated securities involves the special risks associated with investing in non-U.S. issuers described in the preceding paragraph and the additional risks of (a) adverse changes in foreign exchange rates, (b) nationalization, expropriation, or confiscating taxation, and (c) adverse changes in investment or exchange control regulations (which could prevent cash from being brought back to the United States). Additionally, dividends and interest payable on foreign securities (and gains realized on disposition thereof) may be subject to foreign taxes, including taxes withheld from those payments, and there are generally higher commission rates on foreign portfolio transactions.

Fixed commissions on foreign securities exchanges are generally higher than negotiated commissions on U.S. exchanges, although each Fund endeavors to achieve the most favorable net results on portfolio transactions.

Foreign securities often trade with less frequency and in less volume than domestic securities and may exhibit greater price volatility. Additional costs associated with an investment in foreign securities may include higher custodian fees than apply to domestic custodial arrangements and transaction costs of foreign currency conversions. Changes in foreign exchange rates also will affect the value of securities denominated or quoted in currencies other than the U.S. dollar.

Foreign markets also have different clearance and settlement procedures, and in certain markets, there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in temporary periods when a portion of the assets of a Fund is uninvested and no return is earned thereon. The inability of a Fund to make intended security purchases due to settlement problems could cause a Fund to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result either in losses to a Fund due to subsequent declines in value of the portfolio securities, or, if a Fund has entered into a contract to sell the securities, could result in possible liability to the purchaser.

Prices of foreign securities and exchange rates for foreign currencies may be affected by the interest rates prevailing in other countries. The interest rates in other countries are often affected by local factors, including the strength of the local economy, the demand for borrowing, the government's fiscal and monetary policies, and the international balance of payments. Individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position.

Investing in foreign securities may involve a risk that investors will engage in excessive trading in shares of a Fund due to "time-zone arbitrage". If the price of a portfolio security traded in a foreign market changes by the time the Fund computes its current net asset value, and the change in price is not reflected in the Fund's current net asset value, some investors may attempt to take advantage of these pricing discrepancies by trading in the Fund's shares. This could be harmful to long-term shareholders.

The Funds (except Short Duration Bond Portfolio) may invest in American Depositary Receipts ("ADRs"), European Depository Receipts ("EDRs"), Global Depository Receipts ("GDRs"), and International Depository Receipts ("IDRs"). ADRs (sponsored or unsponsored) are receipts typically issued by a U.S. bank or trust company evidencing its ownership of the underlying foreign securities. Most ADRs are denominated in U.S. dollars and are traded on a U.S. stock exchange. However, they are subject to the risk of fluctuation in the currency exchange rate if, as is often the case, the underlying securities are denominated in foreign currency. Issuers of the securities underlying sponsored ADRs, but not unsponsored ADRs, are contractually obligated to disclose material information in the United States. Therefore, the market value of unsponsored ADRs may not reflect the effect of such information. EDRs and IDRs are receipts typically issued by a European bank or trust company evidencing its ownership

of the underlying foreign securities. GDRs are receipts issued by either a U.S. or non-U.S. banking institution evidencing its ownership of the underlying foreign securities and are often denominated in U.S. dollars.

Policies and Limitations. In order to limit the risks inherent in investing in foreign currency denominated securities, Balanced (equity securities portion), Fasciano, Growth, Guardian, Partners, Real Estate, Regency and Socially Responsive Portfolios may not purchase any such security if, as a result, more than 10% of its total assets (taken at market value) would be invested in foreign currency denominated securities. High Income Bond and Short Duration Bond Portfolios may not purchase securities denominated in or indexed to foreign currencies, if, as a result, more than 25% of its total assets (taken at market value) would be invested in such securities. Mid-Cap Growth Portfolio may not purchase foreign currency denominated securities if, as a result, more than 20% of its total assets (taken at market value) would be invested in such securities. Within those limitations, however, no Fund is restricted in the amount it may invest in securities denominated in any one foreign currency. International and International Large Cap Portfolios invest primarily in foreign securities.

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

Japanese Investments. (International and International Large Cap Portfolios). The Funds may invest in foreign securities, including securities of Japanese issuers. From time to time each Fund may invest a significant portion of its assets in securities of Japanese issuers. The performance of these two Funds may therefore be significantly affected by events influencing the Japanese economy and the exchange rate between the Japanese yen and the U.S. dollar. Japan has experienced a severe recession, including a decline in real estate values and other events that adversely affected the balance sheets of many financial institutions and indicate that there may be structural weaknesses in the Japanese financial system. The effects of this economic downturn may be felt for a considerable period and are being exacerbated by the currency exchange rate. Japan is heavily dependent on foreign oil. Japan is located in a seismically active area, and severe earthquakes may damage important elements of the country's infrastructure. Japan's economic prospects may be affected by the political and military situations of its near neighbors, notably North and South Korea, China and Russia.

Variable or Floating Rate Securities; Demand and Put Features and Guarantees. (All Funds). Variable rate securities provide for automatic adjustment of the interest rate at fixed intervals (e.g., daily, monthly, or semi-annually); floating rate securities provide for automatic adjustment of the interest rate whenever a specified interest rate or index changes. The interest rate on variable and floating rate securities (collectively, "Adjustable Rate Securities") ordinarily is determined by reference to a particular bank's prime rate, the 90-day U.S. Treasury Bill rate, the rate of return on commercial paper or bank CDs, an index of short-term tax-exempt rates or some other objective measure.

Adjustable Rate Securities frequently permit the holder to demand payment of the obligations' principal and accrued interest at any time or at specified intervals not exceeding one year.

The demand feature usually is backed by a credit instrument (e.g., a bank letter of credit) from a creditworthy issuer and sometimes by insurance from a creditworthy insurer. Without these credit enhancements, some Adjustable Rate Securities might not meet the quality standards applicable to obligations purchased by the Fund. Accordingly, in purchasing these securities, each Fund relies primarily on the creditworthiness of the credit instrument issuer or the insurer. A Fund can also buy fixed rate securities accompanied by demand features or put options, permitting the Fund to sell the security to the issuer or third party at a specified price. A Fund may rely on the creditworthiness of issuers of credit enhancements in purchasing these securities.

Policies and Limitations. No Fund may invest more than 5% of its total assets in securities backed by credit instruments from any one issuer or by insurance from any one insurer. For purposes of this limitation, each Fund excludes securities that do not rely on the credit instrument or insurance for their ratings, i.e., stand on their own credit. Each Equity Fund (except the Mid-Cap Growth Portfolio) normally may invest up to 35% of its total assets in debt securities, including variable or floating rate securities. The Mid-Cap Growth Portfolio may invest up to 20% of its net assets in debt securities.

Mortgage-Backed Securities. (Real Estate Portfolio and Income Funds). Mortgage-backed securities represent direct or indirect participation in, or are secured by and payable from, pools of mortgage loans. They may be issued or guaranteed by a U.S. Government agency or instrumentality such as the Government National Mortgage Association ("GNMA") (also known as the Federal National Mortgage Association), Freddie Mac (also known as the Federal Home Loan Mortgage Corporation), though not necessarily backed by the full faith and credit of the United States, or may be issued by private issuers. Private issuers are generally originators of and investors in mortgage loans and include savings associations, mortgage bankers, commercial banks, investment bankers, and special purpose entities. Private mortgage-backed securities may be supported by U.S. Government Agency mortgage-backed securities or some form of non-governmental credit enhancement.

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

Because many mortgages are repaid early, the actual maturity and duration of mortgage-backed securities are typically shorter than their stated final maturity and their duration calculated solely on the basis of the stated life and payment schedule. In calculating its dollar-weighted average maturity and duration, a Fund may apply certain industry conventions regarding the maturity and duration of mortgage-backed instruments. Different analysts use different models and assumptions in making these determinations. The Funds use an approach that NB Management believes is reasonable in light of all relevant circumstances. If this determination is not borne out in practice, it could positively or negatively affect the value of the Fund when market interest rates change. Increasing market interest rates generally extend the

effective maturities of mortgage-backed securities, increasing their sensitivity to interest rate changes.

Mortgage-backed securities may be issued in the form of collateralized mortgage obligations ("CMOs") or collateralized mortgage-backed bonds ("CBOs"). CMOs are obligations that are fully collateralized, directly or indirectly, by a pool of mortgages on which payments of principal and interest are passed through to the holders of the CMOs, although not necessarily on a pro rata basis, on the same schedule as they are received. CBOs are general obligations of the issuer that are fully collateralized, directly or indirectly, by a pool of mortgages. The mortgages serve as collateral for the issuer's payment obligations on the bonds, but interest and principal payments on the mortgages are not passed through either directly (as with mortgage-backed "pass-through" securities issued or guaranteed by U.S. Government agencies or instrumentalities) or on a modified basis (as with CMOs). Accordingly, a change in the rate of prepayments on the pool of mortgages could change the effective maturity or the duration of a CMO but not that of a CBO (although, like many bonds, CBOs may be callable by the issuer prior to maturity). To the extent that rising interest rates cause prepayments to occur at a slower than expected rate, a CMO could be converted into a longer-term security that is subject to greater risk of price volatility.

Governmental, government-related, and private entities (such as commercial banks, savings institutions, private mortgage insurance companies, mortgage bankers, and other secondary market issuers), including securities broker-dealers and special purpose entities that generally are affiliates of the foregoing established to issue such securities may create mortgage loan pools to back CMOs and CBOs. Such issuers may be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-backed securities. Pools created by non-governmental issuers generally offer a higher rate of interest than government and government-related pools because of the absence of direct or indirect government or agency guarantees. Various forms of insurance or guarantees, including individual loan, title, pool, and hazard insurance, and letters of credit, may support timely payment of interest and principal of non-governmental pools. The insurance and guarantees are issued by governmental entities, private insurers, and the mortgage poolers. NB Management considers such insurance and guarantees, as well as the creditworthiness of the issuers thereof, in determining whether a mortgage-backed security meets a Fund's investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. A Fund may buy mortgage-backed securities without insurance or guarantees, if NB Management determines that the securities meet the Fund's quality standards. NB Management will, consistent with the Fund's investment objectives, policies and limitations and quality standards, consider making investments in new types of mortgage-backed securities as such securities are developed and offered to investors.

Policies and Limitations. A Fund may not purchase mortgage-backed securities that, in NB Management's opinion, are illiquid if, as a result, more than 15% of the value of the Fund's net assets would be invested in illiquid securities.

Dollar Rolls. (Income Funds). In a "dollar roll", a Fund sells securities for delivery in the current month and simultaneously agrees to repurchase substantially similar (i.e., same type and coupon) securities on a specified future date from the same party. During the period before

the repurchase, the Fund forgoes principal and interest payments on the securities. The Fund is compensated by the difference between the current sales price and the forward price for the future purchase (often referred to as the "drop"), as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls may increase fluctuations in a Fund's NAV and may be viewed as a form of leverage. A "covered roll" is a specific type of dollar roll for which there is an offsetting cash position or a cash-equivalent securities position that matures (or can be sold and settled) on or before the forward settlement date of the dollar roll transaction. There is a risk that the counterparty will be unable or unwilling to complete the transaction as scheduled, which may result in losses to the Fund. NB Management monitors the creditworthiness of counterparties to dollar rolls.

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

Forward Commitments (International and International Large Cap Portfolios) and When-Issued Securities. (International and International Large Cap Portfolios and Income Funds). The Funds may purchase securities (including, with respect to Income Funds, mortgage-backed securities such as GNMA, Fannie Mae, and Freddie Mac certificates) on a when-issued basis and International and International Large Cap Portfolios may purchase or sell securities on a forward commitment basis. These transactions involve a commitment by a Fund to purchase or sell securities at a future date (ordinarily within two months although the Funds may agree to a longer settlement period). The price of the underlying securities (usually expressed in terms of yield) and the date when the securities will be delivered and paid for (the settlement date) are fixed at the time the transaction is negotiated. When-issued purchases and forward commitment transactions are negotiated directly with the other party, and such commitments are not traded on exchanges.

When-issued purchases and forward commitment transactions enable a Fund to "lock in" what NB Management believes to be an attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates. For instance, in periods of rising interest rates and falling prices, International Portfolio or International Large Cap Portfolio might sell securities it owns on a forward commitment basis to limit its exposure to falling prices. In periods of falling interest rates and rising prices, a Fund might purchase a security on a when-issued or forward commitment basis and sell a similar security to settle such purchase, thereby obtaining the benefit of currently higher yields. If the seller fails to complete the sale, the Fund may lose the opportunity to obtain a favorable price.

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

Policies and Limitations. A Fund will purchase securities on a when-issued basis or purchase or sell securities on a forward commitment basis only with the intention of completing the transaction and actually purchasing or selling the securities. If deemed advisable as a matter of investment strategy, however, a Fund may dispose of or renegotiate a commitment after it has been entered into. A Fund also may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date. A Fund may realize a capital gain or loss in connection with these transactions.

When a Fund purchases securities on a when-issued basis, it will deposit, in a segregated account with its custodian, until payment is made, appropriate liquid securities having a value (determined daily) at least equal to the amount of the Fund's purchase commitments. In the case of a forward commitment to sell portfolio securities, the custodian will hold the portfolio securities themselves in a segregated account while the commitment is outstanding. These procedures are designed to ensure that a Fund will maintain sufficient assets at all times to cover its obligations under when-issued purchases and forward commitment transactions.

Real Estate-Related Instruments. (Real Estate and High Income Bond Portfolios). Under normal conditions at least 80% of the Real Estate Portfolio's net assets will be invested in the securities of companies principally engaged in the real estate industry. A company is "principally engaged" in the real estate industry if (i) it derives at least 50% of its revenues or profits from the ownership, construction, management, financing or sale of residential, commercial or industrial real estate. Under normal conditions the Fund may invest up to 20% of its net assets in securities of companies not primarily engaged in the real estate industry. High Income Bond Portfolio may invest up to 20% of its total assets in real estate related instruments, preferred stock, warrants, common stock or other equity securities.

The Funds will not directly invest in real estate, but rather in securities issued by real estate companies. However, because of Real Estate Portfolio's fundamental policy to concentrate its investments in the securities of companies in the real estate industry, the Fund is subject to the risks associated with the direct ownership of real estate. These risks include:
declines in the value of real estate, risks associated with general and local economic conditions, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties, increased competition, increase in property taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems, liability to third parties for damages resulting from environmental problems, casualty or condemnation losses, limitation on rents, changes in neighborhood values and the appeal of properties to tenants, and changes in interest rates.

Real estate-related instruments include real estate investment trusts (also known as "REITs"), commercial and residential mortgage-backed securities and real estate financings. Such instruments are sensitive to factors such as real estate values and property taxes, interest rates, cash flow of underlying real estate assets, overbuilding, and the management skill and creditworthiness of the issuer. Real estate-related instruments may also be affected by tax and regulatory requirements, such as those relating to the environment.

REITs are sometimes informally characterized as Equity REITs, Mortgage REITs and Hybrid REITs. An Equity REIT invests primarily in the fee ownership or leasehold ownership

of land and buildings and derives its income primarily from rental income. An Equity REIT may also realize capital gains (or losses) by selling real estate properties in its portfolio that have appreciated (or depreciated) in value. A Mortgage REIT invests primarily in mortgages on real estate, which may secure construction, development or long-term loans. A Mortgage REIT generally derives its income primarily from interest payments on the credit it has extended. A Hybrid REIT combines the characteristics of Equity REITs and Mortgage REITs, generally by holding both ownership interests and mortgage interests in real estate. Interests in Mortgage REITs, although they are equity securities, can be subject to many of the same risks as mortgage-backed securities.

Both types of REITs are dependent upon management skill, are not diversified, and are subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to qualify for conduit income tax treatment under the Internal Revenue Code of 1986, as amended ("Code"), and failing to maintain exemption from the 1940 Act.

The shares of REITs are subject to the REIT's management fees and other expenses. Therefore, investments in REITs will cause the Fund to bear its proportionate share of the costs of the REITs' operations. At the same time, the Fund will continue to pay its own management fees and expenses with respect to all of its assets, including any portion invested in the shares of REITs. It is anticipated, although not required, that under normal circumstances a majority of the Fund's investments will consist of Equity REITs.

Technology Securities. (All Funds) These include the securities of companies substantially engaged in offering, using, or developing products, processes, or services that provide, or that benefit significantly from, technological advances or that are expected to do so. Technology-related businesses include, among others: computer products, software, and electronic components; computer services; telecommunications; networking; Internet; and biotechnology, pharmaceuticals or medical technology. The products or services offered by issuers of technology securities quickly may become obsolete in the face of technological developments. The economic outlook of such companies may fluctuate dramatically due to changes in regulatory or competitive environments. In addition, technology companies often progress at an accelerated rate, and these companies may be subject to short product cycles and aggressive pricing which may increase their volatility. Competitive pressures in the technology-related industries also may have a significant effect on the performance of technology securities.

The issuers of technology securities also may be smaller or newer companies, which may lack depth of management, be unable to generate funds necessary for growth or potential development, or be developing or marketing new products or services for which markets are not yet established and may never become established. In addition, such companies may be subject to intense competition from larger or more established companies.

Master Limited Partnerships. (All Funds) Master Limited Partnerships ("MLPs") are limited partnerships in which the ownership units (i.e., limited partnership interests) are publicly traded. MLP units are registered with the SEC and are freely traded on a securities exchange or in the over-the-counter ("OTC") market. Many MLPs operate in the oil and gas related businesses, including energy processing and distribution. Many MLPs are pass-through entities that generally are taxed at the unitholder level and are not subject to federal or state income tax at

the partnership level. Annual income, gains, losses, deductions and credits of an MLP pass through directly to its unitholders. Distributions from an MLP may consist in part of a return of capital. Generally, an MLP is operated under the supervision of one or more general partners. Limited partners are not involved in the day-to-day management of the partnership.

Investing in MLPs involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held by MLPs may be relatively illiquid, limiting the MLPs' ability to vary their portfolios promptly in response to changes in economic or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies.

The risks of investing in an MLP are generally those inherent in investing in a partnership as opposed to a corporation. For example, state law governing partnerships is often less restrictive than state law governing corporations. Accordingly, there may be fewer protections afforded investors in a master limited partnership than investors in a corporation. Although unitholders of an MLP are generally limited in their liability, similar to a corporation's shareholders, creditors typically have the right to seek the return of distributions made to unitholders if the liability in question arose before the distribution was paid. This liability may stay attached to the unitholder even after the units are sold.

FUTURES, OPTIONS ON FUTURES, OPTIONS ON SECURITIES AND INDICES,
FORWARD CONTRACTS, AND OPTIONS ON FOREIGN
CURRENCIES (COLLECTIVELY, "FINANCIAL INSTRUMENTS")

Futures Contracts and Options Thereon. (Equity Funds and Income Funds). Each of Mid-Cap Growth, Real Estate and Socially Responsive Portfolios may purchase and sell interest rate futures contracts, stock and bond index futures contracts, and foreign currency futures contracts and may purchase and sell options thereon in an attempt to hedge against changes in the prices of securities or, in the case of foreign currency futures and options thereon, to hedge against changes in prevailing currency exchange rates. Because the futures markets may be more liquid than the cash markets, the use of futures contracts permits each Fund to enhance portfolio liquidity and maintain a defensive position without having to sell portfolio securities. These Funds view investment in (i) single stock, interest rate and securities index futures and options thereon as a maturity management device and/or a device to reduce risk or preserve total return in an adverse environment for the hedged securities, and (ii) foreign currency futures and options thereon as a means of establishing more definitely the effective return on, or the purchase price of, securities denominated in foreign currencies that are held or intended to be acquired by the Fund.

Income Funds may purchase and sell interest rate and bond index futures contracts and options thereon, and may purchase and sell foreign currency futures contracts and options thereon in an attempt to hedge against changes in the prices of securities or, in the case of foreign currency futures and options thereon, to hedge against changes in prevailing currency exchange rates.

Because the futures markets may be more liquid than the cash markets, the use of futures permits a Fund to enhance portfolio liquidity and maintain a defensive position without having to sell portfolio securities. The Funds view investment in (1) single stock, interest rate and bond index futures and options thereon as a maturity or duration management device and/or a device to reduce risk and preserve total return in an adverse interest rate environment for the hedged securities and (2) foreign currency futures and options thereon primarily as a means of establishing more definitely the effective return on, or the purchase price of, securities denominated in foreign currencies held or intended to be acquired by the Funds.

International and International Large Cap Portfolios may enter into futures contracts on currencies, debt securities, interest rates, and securities indices that are traded on exchanges regulated by the Commodity Futures Trading Commission ("CFTC") or on foreign exchanges. Trading on foreign exchanges is subject to the legal requirements of the jurisdiction in which the exchange is located and to the rules of such foreign exchange.

International and International Large Cap Portfolios may sell futures contracts in order to offset a possible decline in the value of their portfolio securities. When a futures contract is sold by a Fund, the value of the contract will tend to rise when the value of the portfolio securities declines and will tend to fall when the value of such securities increases. Each Fund may purchase futures contracts in order to fix what NB Management believes to be a favorable price for securities that Fund intends to purchase. If a futures contract is purchased by a Fund, the value of the contract will tend to change together with changes in the value of such securities. To compensate for differences in historical volatility between positions International and International Large Cap Portfolios wish to hedge and the standardized futures contracts available to it, each Fund may purchase or sell futures contracts with a greater or lesser value than the securities it wishes to hedge.

With respect to currency futures, International and International Large Cap Portfolios may sell a futures contract or a call option, or they may purchase a put option on such futures contract, if NB Management anticipates that exchange rates for a particular currency will fall. Such a transaction will be used as a hedge (or, in the case of a sale of a call option, a partial hedge) against a decrease in the value of portfolio securities denominated in that currency. If NB Management anticipates that a particular currency will rise, each Fund may purchase a currency futures contract or a call option to protect against an increase in the price of securities which are denominated in that currency and which the Fund intends to purchase. Each Fund may also purchase a currency futures contract or a call option thereon for non-hedging purposes when NB Management anticipates that a particular currency will appreciate in value, but securities denominated in that currency do not present an attractive investment and are not included in each Fund.

For the purposes of managing cash flow, each Fund may purchase and sell stock index futures contracts, and may purchase and sell options thereon to increase its exposure to the performance of a recognized securities index, such as the Standard & Poor's 500 Composite Stock Index ("S&P 500 Index").

A "sale" of a futures contract (or a "short" futures position) entails the assumption of a contractual obligation to deliver the securities or currency underlying the contract at a specified

price at a specified future time. A "purchase" of a futures contract (or a "long" futures position) entails the assumption of a contractual obligation to acquire the securities or currency underlying the contract at a specified price at a specified future time. Certain futures, including stock and bond index futures, are settled on a net cash payment basis rather than by the sale and delivery of the securities underlying the futures.

U.S. futures contracts (except certain currency futures) are traded on exchanges that have been designated as "contract markets" by the CFTC; futures transactions must be executed through a futures commission merchant that is a member of the relevant contract market. In both U.S. and foreign markets, an exchange's affiliated clearing organization guarantees performance of the contracts between the clearing members of the exchange.

Although futures contracts by their terms may require the actual delivery or acquisition of the underlying securities or currency, in most cases the contractual obligation is extinguished by being offset before the expiration of the contract. A futures position is offset by buying (to offset an earlier sale) or selling (to offset an earlier purchase) an identical futures contract calling for delivery in the same month. This may result in a profit or loss. While futures contracts entered into by a Fund will usually be liquidated in this manner, the Fund may instead make or take delivery of underlying securities whenever it appears economically advantageous for it to do so.

"Margin" with respect to a futures contract is the amount of assets that must be deposited by a Fund with, or for the benefit of, a futures commission merchant in order to initiate and maintain the Fund's futures positions. The margin deposit made by the Fund when it enters into a futures contract ("initial margin") is intended to assure its performance of the contract. If the price of the futures contract changes -- increases in the case of a short (sale) position or decreases in the case of a long (purchase) position -- so that the unrealized loss on the contract causes the margin deposit not to satisfy margin requirements, the Fund will be required to make an additional margin deposit ("variation margin"). However, if favorable price changes in the futures contract cause the margin deposit to exceed the required margin, the excess will be paid to the Fund. In computing their NAVs, the Funds mark to market the value of their open futures positions. Each Fund also must make margin deposits with respect to options on futures that it has written (but not with respect to options on futures that it has purchased). If the futures commission merchant holding the margin deposit goes bankrupt, the Fund could suffer a delay in recovering its funds and could ultimately suffer a loss.

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

Although each Fund believes that the use of futures contracts will benefit it, if NB Management's judgment about the general direction of the markets or about interest rate or currency exchange rate trends is incorrect, the Fund's overall return would be lower than if it had not entered into any such contracts. Further, an appropriate futures contract may not be available even if the portfolio manager wishes to enter into one. The prices of futures contracts are volatile and are influenced by, among other things, actual and anticipated changes in interest or currency exchange rates, which in turn are affected by fiscal and monetary policies and by national and international political and economic events. At best, the correlation between changes in prices of futures contracts and of securities being hedged can be only approximate due to differences between the futures and securities markets or differences between the securities or currencies underlying a Fund's futures position and the securities held by or to be purchased for the Fund. The currency futures market may be dominated by short-term traders seeking to profit from changes in exchange rates. This would reduce the value of such contracts used for hedging purposes over a short-term period. Such distortions are generally minor and would diminish as the contract approaches maturity.

Because of the low margin deposits required, futures trading involves an extremely high degree of leverage; as a result, a relatively small price movement in a futures contract may result in immediate and substantial loss, or gain, to the investor. Losses that may arise from certain futures transactions are potentially unlimited.

Most U.S. futures exchanges limit the amount of fluctuation in the price of a futures contract or option thereon during a single trading day; once the daily limit has been reached, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movements during a particular trading day, however; it thus does not limit potential losses. In fact, it may increase the risk of loss, because prices can move to the daily limit for several consecutive trading days with little or no trading, thereby preventing liquidation of unfavorable futures and options positions and subjecting traders to substantial losses. If this were to happen with respect to a position held by a Fund, it could (depending on the size of the position) have an adverse impact on the NAV of the Fund.

Single stock and narrow-based security index futures and options thereon have not been permitted to trade in the United States until very recently. Therefore, it may be very difficult, at least initially, to predict how the markets in these instruments will behave, particularly in unusual circumstances. In addition, as some of the markets on which such instruments will trade are also new (such as derivatives transaction execution facilities or "DTEFs"), they have no operating history. In addition, DTEFs are principal markets; therefore, no clearing house in effect guarantees performance of the counter-party to a contract executed on a DTEF. Pursuant to a claim for exemption filed with the National Futures Association on behalf of each Fund, each Fund is not deemed to be a commodity pool operator or a commodity pool under the Commodity Exchange Act and is not subject to registration or regulation as such under the Commodity Exchange Act.

Policies and Limitations. Mid-Cap Growth, Real Estate and Socially Responsive Portfolios each may purchase and sell futures contracts and may purchase and sell options thereon in an attempt to hedge against changes in the prices of securities or, in the case of foreign currency futures and options thereon, to hedge against prevailing currency exchange rates.

These Funds do not engage in transactions in futures and options on futures for speculation. The use of futures and options on futures by Socially Responsive Portfolio is not subject to that Fund's Social Policy.

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

Income Funds may purchase and sell interest rate and bond index futures and may purchase and sell options thereon in an attempt to hedge against changes in securities prices resulting from changes in prevailing interest rates. The Funds engage in foreign currency futures and options transactions in an attempt to hedge against changes in prevailing currency exchange rates. Neither Fund engages in transactions in futures or options thereon for speculation.

Each Fund may purchase and sell stock index futures contracts, and may purchase and sell options thereon. For purposes of managing cash flow, NB Management may use such futures and options to increase the Fund's exposure to the performance of a recognized securities index, such as the S&P 500 Index.

Call Options on Securities. (All Funds). Balanced, Guardian, High Income Bond, International, International Large Cap, Mid-Cap Growth, Real Estate, Regency, Short Duration Bond and Socially Responsive Portfolios may write covered call options and may purchase call options on securities. Each of the other Funds may write covered call options and may purchase call options in related closing transactions. The purpose of writing call options is to hedge (i.e., to reduce, at least in part, the effect of price fluctuations of securities held by the Fund on the Fund's NAV) or to earn premium income. Fund securities on which call options may be written and purchased by a Fund are purchased solely on the basis of investment considerations consistent with the Fund's investment objective.

When a Fund writes a call option, it is obligated to sell a security to a purchaser at a specified price at any time until a certain date if the purchaser decides to exercise the option. The Fund receives a premium for writing the call option. So long as the obligation of the call option continues, the Fund may be assigned an exercise notice, requiring it to deliver the underlying security against payment of the exercise price. The Fund may be obligated to deliver securities underlying an option at less than the market price.

The writing of covered call options is a conservative investment technique that is believed to involve relatively little risk, but is capable of enhancing a Fund's total return. When writing a covered call option, a Fund, in return for the premium, gives up the opportunity for profit from a price increase in the underlying security above the exercise price, but conversely retains the risk of loss should the price of the security decline.

If a call option that a Fund has written expires unexercised, the Fund will realize a gain in the amount of the premium; however, that gain may be offset by a decline in the market value of the underlying security during the option period. If the call option is exercised, the Fund will realize a gain or loss from the sale of the underlying security.

When a Fund purchases a call option, it pays a premium for the right to purchase a security from the writer at a specified price until a specified date.

Policies and Limitations. (Income Funds). Each Fund may write covered call options and may purchase call options on debt securities in its portfolio or on foreign currencies in its portfolio for hedging purposes. Each Fund may write covered call options for the purpose of producing income. Each Fund will write a call option on a security or currency only if it holds that security or currency or has the right to obtain the security or currency at no additional cost.

Equity Funds. Balanced (equity securities portion), Guardian, International, International Large Cap, Mid-Cap Growth, Real Estate, Regency and Socially Responsive Portfolios may write covered call options and may purchase call options on securities. Each other Equity Fund may write covered call options and may purchase call options in related closing transactions. Each Fund writes only "covered" call options on securities it owns (in contrast to the writing of "naked" or uncovered call options, which the Fund will not do).

A Fund would purchase a call option to offset a previously written call option. Each of Balanced, Guardian, High Income Bond, Mid-Cap Growth, Real Estate, Regency, Short Duration Bond and Socially Responsive Portfolios also may purchase a call option to protect against an increase in the price of the securities it intends to purchase. The use of call options on securities by Socially Responsive Portfolio is not subject to the Social Policy. International and International Large Cap Portfolios may purchase call options for hedging or non-hedging purposes.

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

When a Fund purchases a put option, it pays a premium to the writer for the right to sell a security to the writer for a specified amount at any time until a certain date. The Fund would purchase a put option in order to protect itself against a decline in the market value of a security it owns.

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

Policies and Limitations. Guardian, International, International Large Cap, Mid-Cap Growth, Real Estate, Regency and Socially Responsive Portfolios generally write and purchase put options on securities for hedging purposes (i.e., to reduce, at least in part, the effect

of price fluctuations of securities held by the Fund on the Fund's NAV). However, International and International Large Cap Portfolios also may use put options for non-hedging purposes. The use of put options on securities by Socially Responsive Portfolio is not subject to that Fund's Social Policy.

Balanced, High Income Bond and Short Duration Bond Portfolios generally write and purchase put options on securities or on foreign currencies for hedging purposes (i.e., to reduce, at least in part, the effect of price fluctuations of securities held by the Fund on the Fund's NAV).

General Information About Securities Options. The exercise price of an option may be below, equal to, or above the market value of the underlying security at the time the option is written. Options normally have expiration dates between three and nine months from the date written. American-style options are exercisable at any time prior to their expiration date. International and International Large Cap Portfolios also may purchase European-style options, which are exercisable only immediately prior to their expiration date. The obligation under any option written by a Fund terminates upon expiration of the option or, at an earlier time, when the Fund offsets the option by entering into a "closing purchase transaction" to purchase an option of the same series. If an option is purchased by a Fund and is never exercised or closed out, the Fund will lose the entire amount of the premium paid.

Options are traded both on U.S. national securities exchanges and in the over-the-counter ("OTC") market. International and International Large Cap Portfolios also may purchase and sell options that are traded on foreign exchanges. Exchange-traded options are issued by a clearing organization affiliated with the exchange on which the option is listed; the clearing organization in effect guarantees completion of every exchange-traded option. In contrast, OTC options are contracts between a Fund and a counterparty, with no clearing organization guarantee. Thus, when a Fund sells (or purchases) an OTC option, it generally will be able to "close out" the option prior to its expiration only by entering into a closing transaction with the dealer to whom (or from whom) the Fund originally sold (or purchased) the option. There can be no assurance that the Fund would be able to liquidate an OTC option at any time prior to expiration. Unless a Fund is able to effect a closing purchase transaction in a covered OTC call option it has written, it will not be able to liquidate securities used as cover until the option expires or is exercised or until different cover is substituted. In the event of the counter-party's insolvency, a Fund may be unable to liquidate its options position and the associated cover. NB Management monitors the creditworthiness of dealers with which a Fund may engage in OTC options transactions.

The premium received (or paid) by a Fund when it writes (or purchases) an option is the amount at which the option is currently traded on the applicable market. The premium may reflect, among other things, the current market price of the underlying security, the relationship of the exercise price to the market price, the historical price volatility of the underlying security, the length of the option period, the general supply of and demand for credit, and the interest rate environment. The premium received by a Fund for writing an option is recorded as a liability on the Fund's statement of assets and liabilities. This liability is adjusted daily to the option's current market value, which is the last reported sales price before the time the Fund's NAV is

computed on the day the option is being valued or, in the absence of any trades thereof on that day, the mean between the bid and asked prices as of that time.

Closing transactions are effected in order to realize a profit (or minimize a loss) on an outstanding option, to prevent an underlying security from being called, or to permit the sale or the put of the underlying security. Furthermore, effecting a closing transaction permits the Fund to write another call option on the underlying security with a different exercise price or expiration date or both. There is, of course, no assurance that a Fund will be able to effect closing transactions at favorable prices. If a Fund cannot enter into such a transaction, it may be required to hold a security that it might otherwise have sold (or purchase a security that it would not have otherwise bought), in which case it would continue to be at market risk on the security.

A Fund will realize a profit or loss from a closing purchase transaction if the cost of the transaction is less or more than the premium received from writing the call or put option. Because increases in the market price of a call option generally reflect increases in the market price of the underlying security, any loss resulting from the repurchase of a call option is likely to be offset, in whole or in part, by appreciation of the underlying security owned by the Fund; however, the Fund could be in a less advantageous position than if it had not written the call option.

A Fund pays brokerage commissions or spreads in connection with purchasing or writing options, including those used to close out existing positions. From time to time, the Fund may purchase an underlying security for delivery in accordance with an exercise notice of a call option assigned to it, rather than delivering the security from its portfolio. In those cases, additional brokerage commissions are incurred.

The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets.

Policies and Limitations. Each Fund may use American-style options. International and International Large Cap Portfolios may also purchase European-style options and may purchase and sell options that are traded on foreign exchanges.

The assets used as cover (or held in a segregated account) for OTC options written by a Fund will be considered illiquid and thus subject to each Fund's 15% limitation on illiquid securities unless the OTC options are sold to qualified dealers who agree that the Fund may repurchase any OTC option it writes at a maximum price to be calculated by a formula set forth in the option agreement. The cover for an OTC call option written subject to this procedure will be considered illiquid only to the extent that the maximum repurchase price under the formula exceeds the intrinsic value of the option.

The use of put and call options by Socially Responsive Portfolio is not subject to that Fund's Social Policy.

Put and Call Options on Securities Indices. (Equity Funds). International and International Large Cap Portfolios each may purchase put and call options on securities

indices for the purpose of hedging against the risk of price movements that would adversely affect the value of a Fund's securities or securities a Fund intends to buy. A Fund may write securities index options to close out positions in such options that it has purchased.

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

Unlike a securities option, which gives the holder the right to purchase or sell a specified security at a specified price, an option on a securities index gives the holder the right to receive a cash "exercise settlement amount" equal to (1) the difference between the exercise price of the option and the value of the underlying securities index on the exercise date (2) multiplied by a fixed "index multiplier." A securities index fluctuates with changes in the market values of the securities included in the index. Options on stock indices are currently traded on the Chicago Board Options Exchange, the New York Stock Exchange ("NYSE"), the American Stock Exchange, and other U.S. and foreign exchanges.

The effectiveness of hedging through the purchase of securities index options will depend upon the extent to which price movements in the securities being hedged correlate with price movements in the selected securities index. Perfect correlation is not possible because the securities held or to be acquired by the Fund will not exactly match the composition of the securities indices on which options are available.

Securities index options have characteristics and risks similar to those of securities options, as discussed herein.

Policies and Limitations. International and International Large Cap Portfolios may purchase put and call options on securities indices for the purpose of hedging. All securities index options purchased by a Fund will be listed and traded on an exchange. No Fund currently expects to invest a substantial portion of its assets in securities index options.

Foreign Currency Transactions. (All Funds). Each Fund may enter into contracts for the purchase or sale of a specific currency at a future date (usually less than one year from the date of the contract) at a fixed price ("forward contracts"). The Fund also may engage in foreign currency exchange transactions on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market.

The Funds (other than International and International Large Cap Portfolios) enter into forward contracts in an attempt to hedge against changes in prevailing currency exchange rates. The Funds do not engage in transactions in forward contracts for speculation; they view investments in forward contracts as a means of establishing more definitely the effective return on, or the purchase price of, securities denominated in foreign currencies. Forward contract transactions include forward sales or purchases of foreign currencies for the purpose of

protecting the U.S. dollar value of securities held or to be acquired by a Fund or protecting the U.S. dollar equivalent of dividends, interest, or other payments on those securities.

Forward contracts are traded in the interbank market directly between dealers (usually large commercial banks) and their customers. A forward contract generally has no deposit requirement, and no commissions are charged at any stage for trades; foreign exchange dealers realize a profit based on the difference (the spread) between the prices at which they are buying and selling various currencies.

At the consummation of a forward contract to sell currency, a Fund may either make delivery of the foreign currency or terminate its contractual obligation to deliver by purchasing an offsetting contract. If the Fund chooses to make delivery of the foreign currency, it may be required to obtain such currency through the sale of portfolio securities denominated in such currency or through conversion of other assets of the Fund into such currency. If the Fund engages in an offsetting transaction, it will incur a gain or a loss to the extent that there has been a change in forward contract prices. Closing purchase transactions with respect to forward contracts are usually made with the currency dealer who is a party to the original forward contract.

NB Management believes that the use of foreign currency hedging techniques, including "proxy-hedges," can provide significant protection of NAV in the event of a general rise in the U.S. dollar against foreign currencies. For example, the return available from securities denominated in a particular foreign currency would diminish if the value of the U.S. dollar increased against that currency. Such a decline could be partially or completely offset by an increase in value of a hedge involving a forward contract to sell that foreign currency or a proxy-hedge involving a forward contract to sell a different foreign currency whose behavior is expected to resemble the currency in which the securities being hedged are denominated but which is available on more advantageous terms.

However, a hedge or proxy-hedge cannot protect against exchange rate risks perfectly, and, if NB Management is incorrect in its judgment of future exchange rate relationships, a Fund could be in a less advantageous position than if such a hedge had not been established. If a Fund uses proxy-hedging, it may experience losses on both the currency in which it has invested and the currency used for hedging if the two currencies do not vary with the expected degree of correlation. Using forward contracts to protect the value of a Fund's securities against a decline in the value of a currency does not eliminate fluctuations in the prices of the underlying securities. Because forward contracts are not traded on an exchange, the assets used to cover such contracts may be illiquid. A Fund may experience delays in the settlement of its foreign currency transactions.

International and International Large Cap Portfolios may purchase securities of an issuer domiciled in a country other than the country in whose currency the instrument is denominated. Each Fund may invest in securities denominated in the European Currency Unit ("ECU"), which is a "basket" consisting of a specified amount of the currencies of certain of the member states of the European Union. The specific amounts of currencies comprising the ECU may be adjusted by the Council of Ministers of the European Union from time to time to reflect changes in relative values of the underlying currencies. The market for ECUs may become

illiquid at times of uncertainty or rapid change in the European currency markets, limiting each Fund's ability to prevent potential losses. In addition, International and International Large Cap Portfolios may invest in securities denominated in other currency baskets.

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

International and International Large Cap Portfolios may enter into forward contracts for hedging or non-hedging purposes. When a Fund engages in foreign currency transactions for hedging purposes, it will not enter into forward contracts to sell currency or maintain a net exposure to such contracts if their consummation would obligate the Fund to deliver an amount of foreign currency materially in excess of the value of its portfolio securities or other assets denominated in that currency. International and International Large Cap Portfolios may also purchase and sell forward contracts for non-hedging purposes when NB Management anticipates that a foreign currency will appreciate or depreciate in value, but securities in that currency do not present attractive investment opportunities and are not held in the Fund's investment portfolio.

Options on Foreign Currencies. (All Funds). Each Fund may write and purchase covered call and put options on foreign currencies. International and International Large Cap Portfolios may write (sell) put and covered call options on any currency in order to realize greater income than would be realized on portfolio securities alone.

Currency options have characteristics and risks similar to those of securities options, as discussed herein. Certain options on foreign currencies are traded on the OTC market and involve liquidity and credit risks that may not be present in the case of exchange-traded currency options.

Policies and Limitations. A Fund would use options on foreign currencies to protect against declines in the U.S. dollar value of portfolio securities or increases in the U.S. dollar cost of securities to be acquired or to protect the U.S. dollar equivalent of dividends, interest, or other payments on those securities. In addition, International and International Large Cap may purchase put and call options on foreign currencies for non-hedging purposes when NB Management anticipates that a currency will appreciate or depreciate in value, but securities denominated in that currency do not present attractive investment opportunities and are not included in each Fund. The use of options on currencies by Socially Responsive Portfolio is not subject to the Social Policy.

Combined Transactions. (High Income Bond Portfolio). The Fund may enter into multiple transactions including multiple options transactions, multiple interest transactions and any combination of options and interest rate transactions, instead of a single Financial Instrument as part of a single or combined strategy when, in the judgment of NB Management, it is in the best interests of the Fund to do so. A combined transaction will usually contain elements of risk that are present in each of its component transactions. Although combined transactions will normally be entered into by the Fund based on NB Management's judgment that the combined

strategies will reduce risk or otherwise more effectively achieve the desired portfolio management goal, it is possible that the combination will instead increase the risks or hinder achievement of the Fund's management objective.

Regulatory Limitations on Using Financial Instruments. To the extent a Fund sells or purchases futures contracts or writes options thereon or options on foreign currencies that are traded on an exchange regulated by the CFTC other than for bona fide hedging purposes (as defined by the CFTC), the aggregate initial margin and premiums on those positions (excluding the amount by which options are "in-the-money") may not exceed 5% of the Fund's net assets. In addition, the CFTC has allowed, on a temporary basis, non-hedging transactions where the notional value of non-hedging futures contracts and related options do not exceed the liquidation value of a Fund's investments (after taking into account unrealized profits and unrealized losses on any such contracts). Pending CFTC rule amendments may eliminate the limitations set forth above, in which case the Funds may no longer be subject to such limitations.

Cover for Financial Instruments. Transactions using Financial Instruments, other than purchased options, expose a Fund to an obligation to another party. A Fund will not enter into any such transactions unless it owns either (1) an offsetting ("covering") position in securities, currencies or other options, futures contracts or forward contracts, or (2) cash and liquid assets held in a segregated account with a value, marked-to-market daily, sufficient to cover its potential obligations to the extent not covered as provided in (1) above. Each Fund will comply with SEC guidelines regarding cover for these instruments and will, if the guidelines so require, set aside cash or liquid assets in an account with its custodian in the prescribed amount as determined daily.

Securities held in a segregated account cannot be sold while the futures, options, or forward strategy covered by those securities is outstanding, unless they are replaced with other suitable assets. As a result, segregation of a large percentage of a Fund's assets could impede management or the Fund's ability to meet current obligations. A Fund may be unable to promptly dispose of assets which cover, or are segregated with respect to, an illiquid futures, options, or forward position; this inability may result in a loss to the Fund.

Policies and Limitations. Each Fund will comply with SEC guidelines regarding "cover" for Financial Instruments and, if the guidelines so require, set aside in a segregated account with its custodian the prescribed amount of cash or appropriate liquid securities.

General Risks of Financial Instruments. The primary risks in using Financial Instruments are: (1) imperfect correlation or no correlation between changes in market value of the securities or currencies held or to be acquired by a Fund and changes in the prices of Financial Instruments; (2) possible lack of a liquid secondary market for Financial Instruments and the resulting inability to close out Financial Instruments when desired; (3) the fact that the skills needed to use Financial Instruments are different from those needed to select a Fund's securities; (4) the fact that, although use of Financial Instruments for hedging purposes can reduce the risk of loss, they also can reduce the opportunity for gain, or even result in losses, by offsetting favorable price movements in hedged investments; and (5) the possible inability of a Fund to purchase or sell a portfolio security at a time that would otherwise be favorable for it to do so, or the possible need for a Fund to sell a portfolio security at a disadvantageous time, due to its need

to maintain cover or to segregate securities in connection with its use of Financial Instruments. There can be no assurance that a Fund's use of Financial Instruments will be successful.

Each Fund's use of Financial Instruments may be limited by the provisions of the Code, with which it must comply if it is to continue to qualify as a regulated investment company ("RIC"). See "Additional Tax Information." Financial Instruments may not be available with respect to some currencies, especially those of so-called emerging market countries.

The Funds are not obligated to use any Financial Instruments and makes no representations as to the availability or use of these techniques at this time or at any time in the future.

Policies and Limitations. NB Management intends to reduce the risk of imperfect correlation by investing only in Financial Instruments whose behavior is expected to resemble or offset that of a Fund's underlying securities or currency. NB Management intends to reduce the risk that a Fund will be unable to close out Financial Instruments by entering into such transactions only if NB Management believes there will be an active and liquid secondary market.

Indexed Securities. (Income Funds). These Funds may invest in securities whose value is linked to foreign currencies, interest rates, commodities, indices, or other financial indicators ("indexed securities"). Most indexed securities are short- to intermediate-term fixed income securities whose values at maturity or interest rates rise or fall according to the change in one or more specified underlying instruments. The value of indexed securities may increase or decrease if the underlying instrument appreciates, and they may have return characteristics similar to direct investments in the underlying instrument or to one or more options thereon. However, some indexed securities are more volatile than the underlying instrument itself.

The High Income Bond Portfolio may invest in various securities that are intended to track broad-based, U.S. market Indices, including Standard & Poor's Depository Receipts ("SPDRs"), Diamonds, and Nasdaq-100 Shares. SPDRs represent units in a trust that holds a portfolio of common stocks that closely tracks the price, performance and dividend yield of the S&P 500 Index. SPDRs also entitle holders to receive proportionate quarterly cash distributions corresponding to the dividends that accrue to the S&P 500 Index stocks in the underlying portfolio. Diamonds represent units in an investment trust that holds the 30 component stocks comprising the Dow Jones Industrial Average ("DJIA") and are designed to track the performance of the DJIA. Diamonds pay monthly dividends that correspond to the dividend yields of the DJIA component stocks. Nasdaq-100 shares represent ownership in the Nasdaq-100 trust, a unit investment trust that accumulates and holds a portfolio of equity securities that track the Nasdaq-100 Index. Nasdaq-100 Shares are designed to track the performance and dividend yield of the Nasdaq-100 Index. SPDRs and Diamonds are listed on the American Stock Exchange. Nasdaq-100 Shares are listed on the Nasdaq Stock Market.

Inflation-Indexed Securities. (Income Funds). The Funds may invest in U.S. Treasury securities whose principal value is adjusted daily in accordance with changes to the Consumer Price Index. Such securities are backed by the full faith and credit of the U.S. Government. Interest is calculated on the basis of the current adjusted principal value. The principal value of

inflation-indexed securities declines in periods of deflation, but holders at maturity receive no less than par. If inflation is lower than expected during the period a Fund holds the security, the Fund may earn less on it than on a conventional bond.

Because the coupon rate on inflation-indexed securities is lower than fixed-rate U.S. Treasury securities, the Consumer Price Index would have to rise at least to the amount of the difference between the coupon rate of the fixed rate U.S. Treasury issues and the coupon rate of the inflation-indexed securities, assuming all other factors are equal, in order for such securities to match the performance of the fixed-rate Treasury securities.
Inflation-indexed securities are expected to react primarily to changes in the "real" interest rate (i.e., the nominal (or stated) rate less the rate of inflation), while a typical bond reacts to changes in the nominal interest rate. Accordingly, inflation-indexed securities have characteristics of fixed-rate Treasuries having a shorter duration. Changes in market interest rates from causes other than inflation will likely affect the market prices of inflation-indexed securities in the same manner as conventional bonds.

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

Short Sales. (High Income Bond, International and International Large Cap Portfolios). The Funds may attempt to limit exposure to a possible decline in the market value of portfolio securities through short sales of securities that NB Management believes possess volatility characteristics similar to those being hedged. The Funds also may use short sales in an attempt to realize gain. To effect a short sale, a Fund borrows a security from a brokerage firm to make delivery to the buyer. A Fund then is obliged to replace the borrowed security by purchasing it at the market price at the time of replacement. Until the security is replaced, a Fund is required to pay the lender any dividends and may be required to pay a premium or interest.

A Fund will realize a gain if the security declines in price between the date of the short sale and the date on which a Fund replaces the borrowed security. A Fund will incur a loss if the price of the security increases between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of any premium or interest a Fund is required to pay in connection with the short sale. A short position may be adversely affected by imperfect correlation between movements in the price of the securities sold short and the securities being hedged.

A Fund also may make short sales against-the-box, in which it sells securities short only if it owns or has the right to obtain without payment of additional consideration an equal amount of the same type of securities sold.

The effect of short selling on a Fund is similar to the effect of leverage. Short selling may amplify changes in a Fund's NAV. Short selling may also produce higher than normal portfolio turnover, which may result in increased transaction costs to a Fund.

Policies and Limitations. Under applicable guidelines of the SEC staff, if the High Income Bond, International or International Large Cap Portfolio engages in a short sale (other than a short sale against-the-box), it must put in a segregated account (not with the broker) an amount of cash or appropriate liquid securities equal to the difference between (1) the market value of the securities sold short at the time they were sold short and (2) any cash or securities required to be deposited as collateral with the broker in connection with the short sale (not including the proceeds from the short sale). In addition, until a Fund replaces the borrowed security, it must daily maintain the segregated account at such a level that (1) the amount deposited in it plus the amount deposited with the broker as collateral equals the current market value of the securities sold short, and (2) the amount deposited in it plus the amount deposited with the broker as collateral is not less than the market value of the securities at the time they were sold short.

Asset-Backed Securities. (Income Funds). Asset-backed securities represent direct or indirect participations in, or are secured by and payable from, pools of assets such as motor vehicle installment sales contracts, installment loan contracts, leases of various types of real and personal property, and receivables from revolving credit (credit card) agreements. These assets are securitized through the use of trusts and special purpose corporations. Credit enhancements, such as various forms of cash collateral accounts or letters of credit, may support payments of principal and interest on asset-backed securities. Although these securities may be supported by letters of credit or other credit enhancements, payment of interest and principal ultimately depends upon individuals paying the underlying loans, which may be affected adversely by general downturns in the economy. Asset-backed securities are subject to the same risk of prepayment described with respect to mortgage-backed securities. The risk that recovery on repossessed collateral might be unavailable or inadequate to support payments, however, is greater for asset-backed securities than for mortgage-backed securities.

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

Credit card receivable securities are backed by receivables from revolving credit card agreements ("Accounts"). Credit balances on Accounts are generally paid down more rapidly than are automobile contracts. Most of the credit card receivable securities issued publicly to date have been pass-through certificates. In order to lengthen their maturity or duration, most such securities provide for a fixed period during which only interest payments on the underlying Accounts are passed through to the security holder; principal payments received on the Accounts are used to fund the transfer of additional credit card charges made on the Accounts to the pool of assets supporting the securities. Usually, the initial fixed period may be shortened if specified

events occur which signal a potential deterioration in the quality of the assets backing the security, such as the imposition of a cap on interest rates. An issuer's ability to extend the life of an issue of credit card receivable securities thus depends on the continued generation of principal amounts in the underlying Accounts and the non-occurrence of the specified events. The non-deductibility of consumer interest, as well as competitive and general economic factors, could adversely affect the rate at which new receivables are created in an Account and conveyed to an issuer, thereby shortening the expected weighted average life of the related security and reducing its yield. An acceleration in cardholders' payment rates or any other event that shortens the period during which additional credit card charges on an Account may be transferred to the pool of assets supporting the related security could have a similar effect on its weighted average life and yield.

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

Balanced, High Income Bond and Short Duration Bond Portfolios each may invest in trust preferred securities, which are a type of asset-backed security. Trust preferred securities represent interests in a trust formed by a parent company to finance its operations. The trust sells preferred shares and invests the proceeds in debt securities of the parent. This debt may be subordinated and unsecured. Dividend payments on the trust preferred securities match the interest payments on the debt securities; if no interest is paid on the debt securities, the trust will not make current payments on its preferred securities. Unlike typical asset-backed securities, which have many underlying payors and are usually overcollateralized, trust preferred securities have only one underlying payor and are not overcollateralized. Issuers of trust preferred securities and their parents currently enjoy favorable tax treatment. If the tax characterization of trust preferred securities were to change, they could be redeemed by the issuers, which could result in a loss to a Fund.

Direct Debt Instruments (High Income Bond Portfolio). Direct debt includes loan participations, notes, assignments and other interests in amounts owed to financial institutions by borrowers, such as companies and governments, including emerging market countries. The High Income Bond Portfolio could buy all or part of a loan or participate in a syndicate organized by a bank. These loans may be secured or unsecured. Direct debt instruments are interests in amounts owed by corporate, governmental, or other borrowers (including emerging market countries) to lenders or lending syndicates. Purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the borrower for payment of principal and interest. The borrower may be in financial distress or may default or have a right to borrow additional cash from the owners of direct debt. If the Fund does not receive scheduled interest or principal payments on such indebtedness, the Fund's share price and yield could be adversely affected. Direct debt instruments may involve a risk of insolvency of the lending bank or intermediary. Direct indebtedness of developing countries involves a risk that the governmental entities responsible for the repayment of the debt may be unable or unwilling to pay interest and repay principal when due. See the additional risks described under "Foreign Securities" in this SAI.

Because the Fund's ability to receive payments in connection with loan participations depends on the financial condition of the borrower, NB Management will not rely solely on a bank or other lending institution's credit analysis of the borrower, but will perform its own investment analysis of the borrowers. NB Management's analysis may include consideration of the borrower's financial strength, managerial experience, debt coverage, additional borrowing requirements or debt maturity schedules, changing financial conditions, and responsiveness to changes in business conditions and interest rates. Loan participations are not generally rated by independent rating agencies and therefore, investments in a particular loan participation will depend almost exclusively on the credit analysis of the borrower performed by NB Management and the original lending institution.

There are usually fewer legal protections for owners of direct debt than conventional debt securities. Loans are often administered by a lead bank, which acts as agent for the lenders in dealing with the borrower. In asserting rights against the borrower, the Fund may be dependent on the willingness of the lead bank to assert these rights, or upon a vote of all the lenders to authorize the action. Assets held by the lead bank for the benefit of the Fund may be subject to claims of the lead bank's creditors.

Although some of the loans in which the Fund invests may be secured, there is no assurance that the collateral can be liquidated in particular cases, or that its liquidation value will be equal to the value of the debt. Borrowers that are in bankruptcy may pay only a small portion of the amount owed, if they are able to pay at all. Where the Fund purchases a loan through an assignment, there is a possibility that the Fund will, in the event the borrower is unable to pay the loan, become the owner of the collateral, and thus will be required to bear the costs of liabilities associated with owning and disposing of the collateral. There may not be a recognizable, liquid public market for loan participations.

Policies and Limitations. To the extent direct debt is deemed illiquid, such an investment is subject to the High Income Bond Portfolio's restriction on investing no more than 15% of its net assets in illiquid securities. The Fund's policies limit the percentage of its assets that can be invested in the securities of issuers primarily involved in one industry. Legal interpretations by the SEC staff may require the Fund, in some instances, to treat both the lending bank and the borrower as "issuers" of a loan participation by the Fund. In combination, the Fund's policies and the SEC staff's interpretations may limit the amount the Fund can invest in loan participations.

Convertible Securities. (Equity Funds and High Income Bond Portfolio). Each Fund may invest in convertible securities. A convertible security is a bond, debenture, note, preferred stock, or other security that may be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. Convertible securities generally have features of both common stocks and debt securities. A convertible security entitles the holder to receive interest paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities ordinarily provide a stream of income with generally higher yields than those of common stocks of the same or similar issuers, but lower than the yield on non-convertible debt. Convertible securities are usually subordinated to comparable-tier nonconvertible securities but rank senior to common stock in a corporation's capital structure.

The value of a convertible security is a function of (1) its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege, and (2) its worth, at market value, if converted into the underlying common stock.

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

Policies and Limitations. Socially Responsive Portfolio may invest up to 20% of its net assets in convertible securities. The Fund does not intend to purchase any convertible securities that are not investment grade. Convertible debt securities are subject to each Fund's investment policies and limitations concerning debt securities. Securities convertible into common stock are not subject to the High Income Bond Portfolio's limitation on equity securities.

Preferred Stock. (Equity Funds and High Income Bond Portfolio). The Funds may invest in preferred stock. Unlike interest payments on debt securities, dividends on preferred stock are generally payable at the discretion of the issuer's board of directors, although preferred shareholders may have certain rights if dividends are not paid. Shareholders may suffer a loss of value if dividends are not paid, and generally have no legal recourse against the issuer. The market prices of preferred stocks are generally more sensitive to changes in the issuer's creditworthiness than are the prices of debt securities.

Policies and Limitations. High Income Bond Portfolio may invest up to 20% of its total assets in preferred stock, warrants, common stock or other equity securities.

Warrants (High Income Bond Portfolio). Warrants may be acquired by the Fund in connection with other securities or separately and provide the Fund with the right to purchase at a later date other securities of the issuer. Warrants are securities permitting, but not obligating, their holder to subscribe for other securities or commodities. Warrants do not carry with them the right to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, warrants may be considered more speculative than certain other types of investments. In addition, the value of a warrant does not necessarily change with the value of the underlying securities and a warrant ceases to have value if it is not exercised prior to its expiration date.

Policies and Limitations. High Income Bond Portfolio may invest up to 20% of its total assets in preferred stock, warrants, common stock or other equity securities.

Zero Coupon Securities (Balanced, High Income Bond, Partners, Regency, Short Duration Bond and Socially Responsive Portfolios), Step Coupon (Balanced, High Income Bond and Short Duration Bond Portfolios) and Pay-in-Kind Securities (High Income Bond Portfolio). The Funds may invest in zero coupon securities, Balanced, High Income Bond and Short Duration Bond Portfolios may invest in step coupon securities and High Income Bond Portfolio may invest in pay-in-kind securities, each of which are debt obligations that do not entitle the holder to any periodic payment of interest prior to maturity or that specify a future date when the securities begin paying current interest. Zero coupon and step coupon securities are issued and traded at a significant discount from their face amount or par value. The discount varies depending on prevailing interest rates, the time remaining until cash payments begin, the liquidity of the security, and the perceived credit quality of the issuer. They are redeemed at face value when they mature. Pay-in-kind securities pay interest through the issuance of additional securities.

The discount on zero coupon and step coupon securities ("original issue discount" or "OID") must be included in gross income ratably by each such Fund prior to the receipt of any actual payments. Because each Fund must distribute to its shareholders substantially all of its net investment income (including non-cash income attributable to zero coupon, step coupon and pay-in-kind securities) each year for income and excise tax purposes, a Fund may have to dispose of portfolio securities under disadvantageous circumstances to generate cash, or may be required to borrow, to satisfy its distribution requirements. See "Additional Tax Information."

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

Municipal Obligations. (Income Funds). Municipal obligations are securities issued by or on behalf of states (as used herein, including the District of Columbia), territories and possessions of the United States and their political subdivisions, agencies, and instrumentalities. The interest on municipal obligations is generally exempt from federal income tax. The tax-exempt status of any issue of municipal obligations is determined on the basis of an opinion of the issuer's bond counsel at the time the obligations are issued.

Municipal obligations include "general obligation" securities, which are backed by the full taxing power of a municipality, and "revenue" securities, which are backed only by the income from a specific project, facility, or tax. Municipal obligations also include industrial development and private activity bonds which are issued by or on behalf of public authorities, but are not backed by the credit of any governmental or public authority. "Anticipation notes", which are also municipal obligations, are issued by municipalities in expectation of future proceeds from the issuance of bonds, or from taxes or other revenues, and are payable from those bond proceeds, taxes, or revenues. Municipal obligations also include tax-exempt commercial paper, which is issued by municipalities to help finance short-term capital or operating requirements.

The value of municipal obligations is dependent on the continuing payment of interest and principal when due by the issuers of the municipal obligations in which a Fund invests (or, in

the case of industrial development bonds, the revenues generated by the facility financed by the bonds or, in certain other instances, the provider of the credit facility backing the bonds). As with other fixed income securities, an increase in interest rates generally will reduce the value of a Fund's investments in municipal obligations, whereas a decline in interest rates generally will increase that value.

Periodic efforts to restructure the federal budget and the relationship between the federal government and state and local governments may adversely impact the financing of some issuers of municipal securities. Some states and localities may experience substantial deficits and may find it difficult for political or economic reasons to increase taxes. Efforts are periodically undertaken that may result in a restructuring of the federal income tax system. These developments could reduce the value of all municipal securities, or the securities of particular issuers.

Policies and Limitations. Short Duration Bond Portfolio may invest up to 5% of its net assets in municipal obligations.

U.S. Government and Agency Securities. (All Funds). U.S. Government Securities are obligations of the U.S. Treasury backed by the full faith and credit of the United States. U.S. Government Agency Securities are issued or guaranteed by U.S. Government agencies, or by instrumentalities of the U.S. Government or government-sponsored enterprises, such as the GNMA, Fannie Mae, Freddie Mac, Student Loan Marketing Association (commonly known as "Sallie Mae"), Federal Home Loan Banks, and Tennessee Valley Authority. Some U.S. Government Agency Securities are supported by the full faith and credit of the United States, while others may be supported by the issuer's ability to borrow from the U.S. Treasury, subject to the Treasury's discretion in certain cases, or only by the credit of the issuer. U.S. Government Agency Securities include U.S. Government Agency mortgage-backed securities. (See "Mortgage-Backed Securities".) The market prices of U.S. Government Agency Securities are not guaranteed by the Government and generally fluctuate inversely with changing interest rates. While the U.S. government provides financial support to those U.S. government-sponsored agencies or instrumentalities, no assurance can be given that it will always do so.

U.S. Government Agency Securities are deemed to include (i) securities for which the payment of principal and interest is backed by an irrevocable letter of credit issued by the U.S. Government, its agencies, authorities or instrumentalities and (ii) participations in loans made to foreign governments or their agencies that are so guaranteed. The secondary market for certain of these participations is extremely limited. In the absence of a suitable secondary market, such participations may therefore be regarded as illiquid.

Short Duration Bond Portfolio may invest in separately traded principal and interest components of securities issued or guaranteed by the U.S. Treasury. The principal and interest components of selected securities are traded independently under the Separate Trading of Registered Interest and Principal of Securities ("STRIPS") program. Under the STRIPS program, the principal and interest components are individually numbered and separately issued by the U.S. Treasury at the request of depository financial institutions, which then trade the component parts independently. The market prices of STRIPS generally are more volatile than that of U.S. Treasury bills with comparable maturities.

Policies and Limitations. The Equity Funds (except the Mid-Cap Growth Portfolio) normally may invest up to 35% of their total assets in debt securities, including U.S. Government and Agency Securities. The Mid-Cap Growth Portfolio may invest up to 20% of its net assets in debt securities.

High Income Bond Portfolio may invest up to 20% of its total assets in U.S. Government and Agency Securities. Short Duration Bond Portfolio has no specific limits or requirements relating to the amount of assets invested in U.S. Government and Agency Securities; however, the Fund must invest according to its investment objective and policies.

Swap Agreements. (High Income Bond, International, International Large Cap, Real Estate, and Short Duration Bond Portfolios). Each Fund may enter into swap agreements to manage or gain exposure to particular types of investments (including equity securities or indices of equity securities in which the Fund otherwise could not invest efficiently). The High Income Bond Portfolio may enter into interest rate and mortgage swap agreements and may purchase and sell interest rate "caps," "floors," and "collars" to help enhance the value of its portfolio or manage its exposure to different types of investments. In an example of a swap agreement, one party agrees to make regular payments equal to a floating rate on a specified amount in exchange for payments equal to a fixed rate, or a different floating rate, on the same amount for a specified period. If a swap agreement provides for payment in different currencies, the parties may agree to exchange the principal amount. Mortgage swap agreements are similar to interest-rate swap agreements, except the notional principal amount is tied to a reference pool of mortgages.

In a cap or floor, one party agrees, usually in return for a fee, to make payments under particular circumstances. For example, the purchaser of an interest-rate cap has the right to receive payments to the extent a specified interest rate exceeds an agreed level; the purchaser of an interest-rate floor has the right to receive payments to the extent a specified interest rate falls below an agreed level. A collar entitles the purchaser to receive payments to the extent a specified interest rate falls outside an agreed range.

Swap agreements may involve leverage and may be highly volatile; depending on how they are used, they may have a considerable impact on the Fund's performance. The risks of swap agreements depend upon the other party's creditworthiness and ability to perform, as well as the Fund's ability to terminate its swap agreements or reduce its exposure through offsetting transactions. Swap agreements may be illiquid. The swap market is relatively new and is largely unregulated.

Policies and Limitations. In accordance with SEC staff requirements, each Fund will segregate cash or appropriate liquid securities in an amount equal to its obligations under swap agreements; when an agreement provides for netting of the payments by the two parties, the Fund will segregate only the amount of its net obligation, if any.

Fixed Income Securities. (All Funds). The Income Funds invest primarily in fixed income securities. While the emphasis of the Equity Funds' investment programs is on common stocks and other equity securities, the Funds may also invest in money market instruments, U.S. Government and Agency Securities, and other fixed income securities.

Each Fund may invest in investment grade corporate bonds and debentures. Balanced, Fasciano, High Income Bond, International, International Large Cap, Mid-Cap Growth, Partners, Real Estate, Regency and Short Duration Bond Portfolios each may invest in corporate debt securities rated below investment grade.

Fixed income securities are subject to the risk of an issuer's inability to meet principal and interest payments on its obligations ("credit risk") and are subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issuer, and market liquidity ("market risk"). The value of the fixed income securities in which a Fund may invest is likely to decline in times of rising market interest rates. Conversely, when rates fall, the value of a Fund's fixed income investments is likely to rise. Typically, the longer the time to maturity of a given security, the greater is the change in its value in response to a change in interest rates. Foreign debt securities are subject to risks similar to those of other foreign securities. Lower rated securities are more likely to react to developments affecting market and credit risk than are more highly rated securities, which react primarily to movements in the general level of interest rates.

Policies and Limitations. The Equity Funds (except the Mid-Cap Growth Portfolio) normally may invest up to 20% of their total assets in debt securities. The Mid-Cap Growth Portfolio may invest up to 20% of its net assets in debt securities.

Lower-Rated Debt Securities. (Balanced, Fasciano, High Income Bond, International, International Large Cap, Mid-Cap Growth, Partners, Real Estate, Regency and Short Duration Bond Portfolios). Lower-rated debt securities or "junk bonds" are those rated below the fourth highest category by all NRSROs that have rated them (including those securities rated as low as D by S&P) or unrated securities of comparable quality. Securities rated below investment grade may be considered speculative. Securities rated B are judged to be predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with their terms and obligations. Lower rated debt securities generally offer a higher current yield than that available for investment grade issues with similar maturities, but they may involve significant risk under adverse conditions. In particular, adverse changes in general economic conditions and in the industries in which the issuers are engaged and changes in the financial condition of the issuers are more likely to cause price volatility and weaken the capacity of the issuer to make principal and interest payments than is the case for higher-grade debt securities. In addition, a Fund that invests in lower-quality securities may incur additional expenses to the extent recovery is sought on defaulted securities. Because of the many risks involved in investing in high-yield securities, the success of such investments is dependent on the credit analysis of NB Management.

During periods of economic downturn or rising interest rates, highly leveraged issuers may experience financial stress which could adversely affect their ability to make payments of interest and principal and increase the possibility of default. In addition, such issuers may not have more traditional methods of financing available to them and may be unable to repay debt at maturity by refinancing. The risk of loss due to default by such issuers is significantly greater because such securities frequently are unsecured and subordinated to the prior payment of senior indebtedness.

At certain times in the past, the market for lower rated debt securities has expanded rapidly in recent years, and its growth generally paralleled a long economic expansion. In the past, the prices of many lower rated debt securities declined substantially, reflecting an expectation that many issuers of such securities might experience financial difficulties. As a result, the yields on lower rated debt securities rose dramatically. However, such higher yields did not reflect the value of the income stream that holders of such securities expected, but rather the risk that holders of such securities could lose a substantial portion of their value as a result of the issuers' financial restructuring or defaults. There can be no assurance that such declines will not recur.

The market for lower rated debt issues generally is thinner or less active than that for higher quality securities, which may limit a Fund's ability to sell such securities at fair value in response to changes in the economy or financial markets. Judgment may play a greater role in pricing such securities than it does for more liquid securities. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the values and liquidity of lower rated debt securities, especially in a thinly traded market.

High Income Bond Portfolio may invest in securities whose ratings imply an imminent risk of default with respect to such payments. Issuers of securities in default may fail to resume principal or interest payments, in which case the Fund may lose its entire investment.

See Appendix A for further information about the ratings of debt securities assigned by S&P and Moody's.

Policies and Limitations. Partners and Regency Portfolios may invest up to 15% of its net assets, measured at the time of investment, in corporate debt securities rated below investment grade or Comparable Unrated Securities. Mid-Cap Growth and Short Duration Bond Portfolios may invest up to 10% of their net assets, measured at the time of investment, in debt securities rated below investment grade, but rated at least B with respect to Short Duration Bond Portfolio and C with respect to Mid-Cap Growth Portfolio by S&P or Moody's, or Comparable Unrated Securities. Short Duration Bond Portfolio considers bonds rated no higher than the 5th or 6th category to be lower-rated debt securities. Balanced Portfolio may invest up to 10% of the debt securities portion of its investments, measured at the time of investment, in debt securities rated below investment grade, but rated at least B by S&P or Moody's, or Comparable Unrated Securities.

High Income Bond Portfolio does not normally invest in or continue to hold securities that are in default or have defaulted with respect to the payment of interest or repayment of principal but may do so depending on market conditions. High Income Bond Portfolio considers bonds rated by at least one NRSRO below the fourth highest category to be lower-rated securities or "junk bonds."

International and International Large Cap Portfolios may invest in domestic and foreign debt securities of any rating, including those rated below investment grade and Comparable Unrated Securities.

There are no restrictions as to the ratings of debt securities the Fasciano Portfolio may acquire or the portion of its assets it may invest in debt securities in a particular ratings category. Although the Fund does not presently intend to invest in debt securities, it may invest in convertible bonds that the manager believes present a good value because they are convertible into equity securities and have an attractive yield.

There are no restrictions as to the ratings of the debt securities the Real Estate Portfolio may invest in. The Fund may invest in convertible bonds the manager believes present a good value because they are convertible into equity securities and have a good yield.

Subsequent to its purchase by a Fund, an issue of debt securities may cease to be rated or its rating may be reduced, so that the securities would no longer be eligible for purchase by that Fund. In such a case, Mid-Cap Growth and Socially Responsive Portfolios will engage in an orderly disposition of the downgraded securities, and Balanced (debt securities portion) and Short Duration Bond Portfolios will engage in an orderly disposition of the downgraded securities or other securities to the extent necessary to ensure the Fund's holdings that are considered by the Fund to be below investment grade will not exceed 10% of its net assets. Balanced (debt securities portion) and Short Duration Bond Portfolios may each hold up to 5% of its net assets in securities that are downgraded after purchase to a rating below that permissible by the Fund's investment policies. Each other Fund (except International and International Large Cap Portfolios) will engage in an orderly disposition of downgraded securities to the extent necessary to ensure that the Fund's holdings of securities rated below investment grade and Comparable Unrated Securities will not exceed 5% of its net assets (15% in the case of Partners and Regency Portfolios). NB Management will make a determination as to whether International and International Large Cap Portfolios should dispose of the downgraded securities.

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

Ratings of Fixed Income Securities

As discussed above, the Funds may purchase securities rated by S&P, Moody's, or any other NRSRO. The ratings of an NRSRO represent its opinion as to the quality of securities it undertakes to rate. Ratings are not absolute standards of quality; consequently, securities with the same maturity, duration, coupon, and rating may have different yields. Although the Funds may rely on the ratings of any NRSRO, the Funds mainly refer to ratings assigned by S&P and Moody's, which are described in Appendix A to this SAI. Each Fund may also invest in unrated securities that are deemed comparable in quality by NB Management to the rated securities in which the Fund may permissibly invest.

High-quality debt securities. High-quality debt securities are securities that have received a rating from at least one NRSRO, such as S&P or Moody's, in one of the two highest rating categories (the highest category in the case of commercial paper) or, if not rated by any NRSRO, such as U.S. Government and Agency Securities, have been determined by NB Management to be of comparable quality.

Investment Grade Debt Securities. Investment grade debt securities are those receiving one of the four highest ratings from Moody's, S&P, or another NRSRO or, if unrated by any NRSRO, deemed by NB Management to be comparable to such rated securities ("Comparable Unrated Securities"). Securities rated by Moody's in its fourth highest rating category (Baa) or Comparable Unrated Securities may be deemed to have speculative characteristics.

Lower-Rated Debt Securities. Lower-rated debt securities or "junk bonds" are those rated below the fourth highest category by all NRSROs that have rated them (including those securities rated as low as D by S&P) (except for High Income Bond Portfolio which considers bonds rated below the fourth highest rating category by one NRSRO to be a lower-rated debt security)or unrated securities of comparable quality. Securities rated below investment grade may be considered speculative. Securities rated B are judged to be predominantly speculative with respect to their capacity to pay interest and repay principal in accordance with the terms of the obligations. Although these securities generally offer higher yields than investment grade debt securities with similar maturities, lower-quality securities involve greater risks, including the possibility of default or bankruptcy by the issuer, or the securities may already be in default. See the additional risks described above for lower-rated securities.

Duration and Maturity

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

Futures, options and options on futures have durations which are generally related to the duration of the securities underlying them. Holding long futures or call option positions will lengthen a Fund's duration by approximately the same amount as would holding an equivalent amount of the underlying securities. Short futures or put options have durations roughly equal to the negative of the duration of the securities that underlie these positions, and have the effect of reducing portfolio duration by approximately the same amount as would selling an equivalent amount of the underlying securities.

There are some situations where even the standard duration calculation does not properly reflect the interest rate exposure of a security. For example, floating and variable rate securities often have final maturities of ten or more years; however, their interest rate exposure corresponds to the frequency of the coupon reset. Another example where the interest rate exposure is not properly captured by duration is the case of mortgage-backed securities. The stated final maturity of such securities is generally 30 years, but current and expected prepayment rates are critical in determining the securities' interest rate exposure. In these and other similar situations, NB Management, where permitted, will use more sophisticated analytical techniques that incorporate the economic life of a security into the determination of its interest rate exposure.

High Income Bond Portfolio has no limits on the maturity of its individual investments. However, it normally expects to have a weighted average portfolio maturity between five and ten years. Balanced (debt securities portion) and Short Duration Bond Portfolios' dollar-weighted average duration will not exceed four and three years, respectively, although each Fund may invest in individual securities of any duration; the Funds' dollar-weighted average maturity may range up to six years.

Risks of Equity Securities. The Equity Funds may invest in securities that include common stocks, preferred stocks, convertible securities and warrants. Common stocks and preferred stocks represent shares of ownership in a corporation. Preferred stocks usually have specific dividends and rank after bonds and before common stock in claims on assets of the corporation should it be dissolved. Increases and decreases in earnings are usually reflected in a corporation's stock price. Convertible securities are debt or preferred equity securities convertible into common stock. Usually, convertible securities pay dividends or interest at rates higher than common stock, but lower than other securities. Convertible securities usually participate to some extent in the appreciation or depreciation of the underlying stock into which they are convertible. Warrants are options to buy a stated number of shares of common stock at a specified price anytime during the life of the warrants.

To the extent a Fund invests in such securities, the value of securities held by the Fund will be affected by changes in the stock markets, which may be the result of domestic or international political or economic news, changes in interest rates or changing investor sentiment. At times, the stock markets can be volatile and stock prices can change substantially. The equity securities of smaller companies are more sensitive to these changes than those of larger companies. This market risk will affect the Fund's NAV per share, which will fluctuate as the value of the securities held by the Fund changes. Not all stock prices change uniformly or at the same time and not all stock markets move in the same direction at the same time. Other factors affect a particular stock's prices, such as poor earnings reports by an issuer, loss of major customers, major litigation against an issuer, or changes in governmental regulations affecting an industry. Adverse news affecting one company can sometimes depress the stock prices of all companies in the same industry. Not all factors can be predicted.

Other Investment Company Securities. Each Fund may invest in the shares of other investment companies that are consistent with its investment policies. Such investment may be the most practical or only manner in which the Fund can participate in certain foreign markets because of the expenses involved or because other vehicles for investing in those countries may

not be available at the time the Fund is ready to make an investment. Each Equity Fund at times may invest in instruments structured as shares of investment companies to gain exposure to the performance of a recognized securities index, such as the S&P 500 Index or another appropriate index.

As a shareholder in an investment company, a Fund would indirectly bear its pro rata share of that investment company's expenses. At the same time, the Fund will continue to pay its own management fees and expenses with respect to its portfolio investments, including the shares of other investment companies. Investment in other investment companies may involve the payment of substantial premiums above the value of such issuer's portfolio securities. The Funds do not intend to invest in such funds unless, in the judgment of NB Management, the potential benefits of such investment justify the payment of any applicable premium or sales charge.

Policies and Limitations. Each Fund's investment in such securities is limited to (i) 3% of the total voting stock of any one investment company, (ii) 5% of the Fund's total assets with respect to any one investment company (except pursuant to an exemptive order which allows the Equity Funds (except Socially Responsive Portfolio) to invest greater than 5% in an affiliated fund managed by NB Management) and (iii) 10% of the Fund's total assets in the aggregate. Each Fund may also invest in an unregistered fund managed by NB Management or its affiliates as noted in the section entitled "Temporary Defensive Positions and Cash Management."

Additionally, in reliance on an SEC exemptive rule, a Fund may invest an unlimited amount of its uninvested cash in a money market fund if the Fund pays no sales charge, as defined in rule 2830(b)(8) of the Conduct Rules of the National Association of Securities Dealers, Inc. ("NASD") ("sales charge"), or service fee, as defined in rule 2830(b)(9) of the Conduct Rules of the NASD, charged in connection with the purchase, sale, or redemption of securities issued by a money market fund ("service fee"); or if the Fund's investment adviser waives its advisory fee in an amount necessary to offset any sales charge or service fee. None of the Funds has any current intention to make use of this authority.

Preferred Stock. (Equity Funds). Each Fund may invest in preferred stock. Unlike interest payments on debt securities, dividends on preferred stock are generally payable at the discretion of the issuer's board of directors. Preferred shareholders may have certain rights if dividends are not paid but generally have no legal recourse against the issuer. Shareholders may suffer a loss of value if dividends are not paid. The market prices of preferred stocks are generally more sensitive to changes in the issuer's creditworthiness than are the prices of debt securities.

Indexed Securities. (International and International Large Cap Portfolios). Each Fund may invest in indexed securities whose values are linked to currencies, interest rates, commodities, indices, or other financial indicators, domestic or foreign. Most indexed securities are short- to intermediate-term fixed income securities whose values at maturity or interest rates rise or fall according to the change in one or more specified underlying instruments. The value of indexed securities may increase or decrease if the underlying instrument appreciates, and they

may have return characteristics similar to direct investment in the underlying instrument. Indexed securities may be more volatile than the underlying instrument itself.

Terrorism Risks. Some of the U.S. securities markets were closed for a four-day period as a result of the terrorist attacks on the World Trade Center and Pentagon on September 11, 2001. These terrorist attacks, the war with Iraq and its aftermath, continuing occupation of Iraq by coalition forces and related events have led to increased short-term market volatility and may have long-term effects on U.S. and world economies and markets. Those events could also have an acute effect on individual issuers, or related groups of issuers or issuers concentrated in a single geographic area. A similar disruption of the financial markets or other terrorist attacks could adversely impact interest rates, auctions, secondary trading, ratings, credit risk, inflation and other factors relating to portfolio securities and adversely affect Fund service providers and the Funds' operations.

SOCIALLY RESPONSIVE PORTFOLIO - DESCRIPTION OF SOCIAL POLICY

SOCIAL INVESTMENT GUIDELINES

Socially Responsive Portfolio believes that good corporate citizenship is good business and has the potential to produce positive investment results. The Fund is designed to allow investors to put their money to work and also support companies that follow principles of good corporate citizenship. The Fund seeks long-term growth of capital by investing primarily in securities of companies that meet the Fund's financial criteria and social policy. The Fund focuses on companies that are agents of favorable change in workplace policies (particularly for women and minorities); are responsive to environmental issues; and are good corporate citizens. In addition, the Fund avoids companies with products with negative public health implications.

Socially Responsive Portfolio endeavors to avoid companies that derive revenue from gambling or the production of tobacco, alcohol, weapons or nuclear power.

In addition to its exclusionary screens, the Fund looks for companies that show leadership in environment concerns, diversity in the work force, and progressive employment and workplace practices and community relations.

The Fund may also consider public health issues, externalities associated with a company's products, and general corporate citizenship in making its investment decisions.

INTERPRETATION OF SOCIAL INVESTMENT GUIDELINES

All social screens require interpretation in their application and is at the discretion of the portfolio management team. The following discussion provides further detail about the interpretation of the Fund's Social Investment Guidelines.

TOBACCO

MANUFACTURERS. The Fund does not buy or hold that companies derive 5% or more of revenues from the manufacture of tobacco products. This screen primarily excludes producers of cigarettes, cigars, pipe tobacco, and smokeless tobacco products (snuff and chewing tobacco).

PROCESSORS AND SUPPLIERS. The Fund does not buy or hold companies that are in the business of processing tobacco and supplying tobacco to these manufacturers.

RETAIL SALES. The Fund does not buy or hold companies that derive a majority of revenues from the retail sale of tobacco products.

TOBACCO-RELATED PRODUCTS. The Fund does not buy or hold companies that derive a majority of revenues from the sale of goods used in the actual manufacture tobacco products, such as cigarette papers and filters.

The Fund may buy or hold companies that sell certain key products to the tobacco industry. These items include: cigarette packets, boxes, or cartons; the paperboard used in the manufacture of cigarette boxes or cartons; the cellophane wrap used to enclose cigarette packets or boxes; magazine or newspaper space sold for cigarette advertisements; and billboard space rented for cigarette advertisements. In general, the Fund does not exclude such companies from investment, although it may reconsider companies that derive substantial revenues from these activities on a case-by-case basis.

ALCOHOL

MANUFACTURERS AND PRODUCERS. The Fund does not buy or hold companies that derive 5% or more of revenues from the manufacture of alcoholic beverages. This screen primarily excludes distillers of hard liquors, brewers, and vintners.

RETAIL SALES. The Fund does not buy or hold companies that derive a majority of revenues from the retail sale of alcoholic beverages. This screen relates primarily to restaurant chains and convenience stores.

The Fund may buy or hold:

o Agricultural products companies that sell products to the alcohol industry for use in the production of alcoholic beverages (primarily grain alcohol producers); or

o Companies that sell unprocessed agricultural goods, such as barley or grapes, to producers of alcoholic beverages.

GAMBLING

OWNERS AND OPERATORS. The Fund does not buy or hold companies that derive 5% or more of revenues from the provision of gambling services. This screen primarily excludes owners and operators of casinos, riverboat gambling facilities, horse tracks, dog tracks, bingo parlors, or other betting establishments.

MANUFACTURERS OF GAMBLING EQUIPMENT. The Fund does not buy or hold companies that derive 5% or more of revenues from the manufacture of gambling equipment or the provision of goods and services to lottery operations.

The Fund MAY buy or hold companies that:

o Provide specialized financial services to casinos; or

o Sell goods or services that are clearly nongambling-related to casinos or other gambling operations.

NUCLEAR POWER

OWNERS AND OPERATORS. The Fund does not buy or hold companies that are owners or operators of nuclear power plants. This screen primarily excludes major electric utility companies.

The Fund may buy or hold:

o Engineering or construction companies that are involved in the construction of a nuclear power plant or provide maintenance services to such plants in operation; or

o Electric utility companies that are purchasers and distributors of electricity that may have come from nuclear power plants (but are not themselves owners of such plants).

MILITARY CONTRACTING

MAJOR PRIME CONTRACTORS. The Fund does not buy or hold companies that derive 5% or more of revenues from weapons-related contracts. Although this screen permits the Fund to invest in companies that derive less than 5% of revenues from weapons contracts, the Fund generally avoids large military contractors that have weapons-related contracts that total less than 5% of revenues but are, nevertheless, large in dollar value and exclusively designed for weapons-related activities. While it is often difficult to obtain precise weapons contracting figures, the Fund will make a good faith effort to do so.

NON-WEAPONS-RELATED SALES TO THE DEPARTMENT OF DEFENSE. The Fund does not buy or hold companies that derive their total revenue primarily from non-consumer sales to the Department of Defense ("DoD").

In some cases, it is difficult to clearly distinguish between contracts that are weapons-related and those that are not. For example, is jet fuel for fighter aircraft a weapons-related product? The Fund has decided to treat jet fuel as a civilian product and may buy or hold a company that produces it. The Fund will use its best judgment in making such determinations.

The Fund MAY buy or hold companies that:

o Have some minor military business;

o Have some contracts with the DoD for goods and services that are clearly not weapons-related; or

o Manufacture computers, electric wiring, and semiconductors or that provide telecommunications systems (in the absence of information that these products and services are weapons-related).

FIREARMS

MANUFACTURERS. The Fund does not buy or hold companies that produce firearms such as pistols, revolvers, rifles, shotguns, or sub-machine guns. The Fund will also not buy or hold companies that produce small arms ammunition.

RETAILERS. The Fund does not buy or hold companies that derive a majority of revenues from the wholesale or retail distribution of firearms or small arms ammunition.

ENVIRONMENT

BEST OF CLASS APPROACH. The Fund seeks to invest in companies that have demonstrated a commitment to environmental stewardship. Among other things, it will look for companies:

o That have integrated environmental management systems;

o That have measurably reduced their Toxic Release Inventory (TRI) emissions to air, land, or water (on-and off-site releases);

o Whose TRI emissions are substantially lower than their peers; That participate in voluntary environmental initiatives led by governmental agencies such as the Environmental Protection Agency (EPA), non-industry organizations, or community groups;

o That are committed to the public disclosure of corporate environmental information, such as signatories to CERES (Coalition for Environmentally Responsible Economies) or participants in the GRI (Global Reporting Initiative); or

o Have innovative processes or products that offer an environmental benefit.

ENVIRONMENTAL RISK

The Fund seeks to avoid companies whose products it has determined pose unacceptable levels of environmental risk. To that end, the Fund does not buy or hold companies that:

o Are major manufacturers of hydrochloroflurocarbons (HCFCs), bromines, or other ozone-depleting chemicals;

o Are major manufacturers of pesticides or chemical fertilizers;

o Operate in the gold mining industry; or

o Design, market, own, or operate nuclear power plants (see Nuclear Power section).

THE FUND SERIOUSLY CONSIDERS A COMPANY'S ENVIRONMENTAL LIABILITIES, BOTH ACCRUED AND UNACCRUED, AS A MEASURE OF ENVIRONMENTAL RISK. IT VIEWS PUBLIC DISCLOSURE OF THESE LIABILITIES AS A POSITIVE STEP.

REGULATORY PROBLEMS

The Fund seeks to avoid companies with involvement in major environmental controversies. It will look at a combination of factors in this area and will decide if, on balance, a company qualifies for investment. Negative factors may include:

o Environmental fines or penalties issued by a state or federal agency or court over the most recent three calendar years; and/or

o Highly publicized community environmental lawsuits or controversies.

Positive factors may include:

o Good environmental management systems;

o Progress in implementing environmental programs; and

o Public disclosure of environmental policies, goals, and progress toward those goals.

If a company already held in the Fund becomes involved in an environmental controversy, the Fund will communicate with the company to press for positive action. The Fund will not necessarily divest the company's shares if it perceives a path to remediation and policies and procedures are implemented to mitigate risk of recurrence.

DIVERSITY

The Fund strives to invest in companies that are leaders in promoting diversity in the workplace. Among other things, it will look for companies that:

o Promote women and people of color into senior line positions;

o Appoint women and people of color to their boards of directors;

o Offer diversity training and support groups;

o Purchase goods and services from women- and minority-owned firms; and

o Have implemented innovative hiring, training, or other programs for women, people of color, and/or the disabled, or otherwise have a superior reputation in the area of diversity.

The Fund attempts to avoid companies with recent major discrimination lawsuits related to gender, race, disability, or sexual orientation. In general, the Fund does not buy companies:

o That are currently involved in unsettled major class action discrimination lawsuits;

o That are currently involved in unsettled major discrimination lawsuits involving the U.S. Department of Justice or the EEOC (Equal Employment Opportunity Commission); or

o With exceptional historical patterns of discriminatory practices.

Although the Fund views companies involved in non-class action discrimination lawsuits and/or lawsuits that have been settled or ruled upon with some concern, it may buy or hold such companies. These types of lawsuits will be given particular weight if a company does not have a strong record of promoting diversity in the workplace.

While the Fund encourages companies to have diverse boards of directors and senior management, the absence of women and minorities in these positions does not warrant a company's exclusion from the Fund.

If a company already held in the Fund becomes involved in a discrimination controversy, the Fund will communicate with the company to press for positive action. The Fund will not necessarily divest the company's shares if it perceives a path to remediation and policies and procedures are implemented to mitigate risk of recurrence.

EMPLOYMENT AND WORKPLACE PRACTICES

The Fund endeavors to invest in companies whose employment and workplace practices are considered progressive. Among other things, it will look for companies that:

o Offer benefits such as maternity leave that exceeds the 12 unpaid weeks mandated by the federal government; paid maternity leave; paternity leave; subsidized child and elder care (particularly for lower-paid staff); flexible spending accounts with dependent care options; flextime or job-sharing arrangements; phaseback for new mothers; adoption assistance; a full time work/family benefits manager; and/or health and other benefits for same-sex domestic partners of its employees;

o Have taken extraordinary steps to treat their unionized workforces fairly; and

o Have exceptional workplace safety records, particularly OSHA Star certification for a substantial number of its facilities and/or a marked decrease in their lost time accidents and workers compensation rates.

The Fund will seek to avoid investing in companies that have:

o Demonstrated a blatant disregard for worker safety; or

o Historically had poor relations with their unionized workforces, including involvement in unfair labor practices, union busting, and denying employees the right to organize.

Although the Fund is deeply concerned about the labor practices of companies with international operations, it may buy or hold companies that are currently or have been involved in related controversies. The Fund recognizes that it is often difficult to obtain accurate and consistent information in this area; however, it will seek to include companies that are complying with or exceeding International Labour Organization (ILO) standards.

COMMUNITY RELATIONS

The Fund believes that it is important for companies to have positive relations with the communities in which they are located communities of all races and socio-economic status. It will seek to invest in companies that:

o Have open communications within the communities in which they operate;

o Make generous cash donations to charitable organizations, particularly multi-year commitments to local community groups; and

o Offer incentives (such as paid time off) to employees to volunteer their time with charitable organizations.

The Fund seeks to avoid companies with involvement in recent environmental controversies that have significantly affected entire communities (See Environment, Regulatory Problems). The Fund will be particularly stringent with companies that do not have positive relations with the communities in which they operate.

If a company already held in the Fund becomes involved in a community controversy, the Fund will communicate with the company to press for positive action. The Fund will not necessarily divest the company's shares if it perceives a path to remediation and policies and procedures are implemented to mitigate risk of recurrence.

PRODUCT SAFETY

The Fund seeks to avoid companies whose products have negative public health implications. Among other things, the Fund will consider:

o The nature of a company's products; or

o Whether a company has significant (already accrued or settled lawsuits) or potentially significant (pending lawsuits or settlements) product liabilities.

GENERAL

CORPORATE ACTIONS. If a company held in the Fund subsequently becomes involved in tobacco, alcohol, gambling, weapons, or nuclear power (as described above) through a corporate acquisition or change of business strategy, and no longer satisfies the Social Investment Guidelines, the Fund will eliminate the position at the time deemed appropriate by the Fund given market conditions. The Fund will divest such companies whether or not they have taken strong positive initiatives in the other social issue areas that the Fund considers.

OWNERSHIP. The Fund does not buy or hold companies that are majority owned by companies that are excluded by its Social Investment Guidelines.

TRUSTEES AND OFFICERS

The following tables set forth information concerning the trustees and officers of the Trust. All persons named as trustees and officers also serve in similar capacities for other funds administered or managed by NB Management, Neuberger Berman and Lehman Brothers Asset Management LLC ("Lehman Brothers Asset Management").

INFORMATION ABOUT THE BOARD OF TRUSTEES

                                                                               NUMBER OF
                                                                                FUNDS IN
   INDEPENDENT TRUSTEES       POSITION AND                                    FUND COMPLEX
                             LENGTH OF TIME                                   OVERSEEN BY      OTHER DIRECTORSHIPS HELD OUTSIDE
 NAME, AGE, AND ADDRESS (1)    SERVED (2)       PRINCIPAL OCCUPATION(S)(3)     TRUSTEE(4)          FUND COMPLEX BY TRUSTEE
---------------------------  --------------   ------------------------------  -------------   ----------------------------------
John Cannon (77)             Trustee since    Consultant; formerly,                62         Independent Trustee or Director of
                             2000             Chairman, CDC Investment                        three series of Oppenheimer Funds:
                                              Advisers (registered                            Limited Term New York Municipal
                                              investment adviser), 1993 to                    Fund, Rochester Fund Municipals,
                                              January 1999; formerly,                         and Oppenheimer Convertible
                                              President and Chief Executive                   Securities Fund, since 1992.
                                              Officer, AMA Investment
                                              Advisors, an affiliate of the
                                              American Medical Association.

Faith Colish (71)            Trustee since    Counsel, Carter Ledyard &            62         Advisory Director, 2003 to 2006,
                             1984             Milburn LLP (law firm) since                    ABA Retirement Funds (formerly
                                              October 2002; formerly,                         American Bar Retirement
                                              Attorney-at-Law and                             Association (ABRA)) since 1997
                                              President, Faith Colish, A                      (not-for-profit membership
                                              Professional Corporation,                       corporation).
                                              1980 to 2002.

C. Anne Harvey (69)          Trustee since    President, C. A. Harvey              62         Formerly, President, Board of
                             1998             Associates, since October                       Associates to The National
                                              2001; formerly Director,                        Rehabilitation Hospital's Board of
                                              AARP, 1978 to December 2001.                    Directors, 2001 to 2002; formerly,
                                                                                              Member, Individual Investors
                                                                                              Advisory Committee to the New York
                                                                                              Stock Exchange Board of Directors,
                                                                                              1998 to June 2002.

                                                                               NUMBER OF
                                                                                FUNDS IN
   INDEPENDENT TRUSTEES       POSITION AND                                    FUND COMPLEX
                             LENGTH OF TIME                                   OVERSEEN BY      OTHER DIRECTORSHIPS HELD OUTSIDE
 NAME, AGE, AND ADDRESS (1)    SERVED (2)       PRINCIPAL OCCUPATION(S)(3)     TRUSTEE(4)          FUND COMPLEX BY TRUSTEE
---------------------------  --------------   ------------------------------  -------------   ----------------------------------
Robert A. Kavesh (79)        Trustee since    Marcus Nadler Professor              62         Formerly, Director, The Caring
                             2000             Emeritus of Finance and                         Community (not-for-profit);
                                              Economics, New York                             formerly, Director, DEL
                                              University, Stern School of                     Laboratories, Inc. (cosmetics and
                                              Business; formerly, Executive                   pharmaceuticals) 1978 to 2004;
                                              Secretary-Treasurer, American                   formerly, Director, Apple Bank for
                                              Finance Association 1961 to                     Savings, 1979 to 1990; formerly,
                                              1979.                                           Director, Western Pacific
                                                                                              Industries Inc. (public company)
                                                                                              1972 to 1986.

Michael M. Knetter (46)      Trustee  since   Dean, School of Business,            62         Trustee, Northwestern Mutual
                             2007             University of                                   Series Fund, Inc. since February
                                              Wisconsin-Madison; formerly,                    2007; School Director, Wausau
                                              Professor of International                      Paper since 2005; Director, Great
                                              Economics and                                   Wolf Resorts since 2004.
                                              Associate Dean, Amos Tuck of
                                              Business-Darmouth
                                              College,
                                              1998 to 2002.

Howard A. Mileaf (70)        Trustee since    Retired; formerly, Vice              62         Director, WebFinancial Corporation
                             1999             President and General                           (holding company) since December
                                              Counsel, WHX Corporation                        2002; formerly, Director, WHX
                                              (holding company), 1993 to                      Corporation (holding company)
                                              2001.                                           January 2002 to June 2005;
                                                                                              formerly, Director, State Theatre
                                                                                              of New Jersey (not-for-profit
                                                                                              theater), 2000 to 2005.

George W. Morriss (59)       Trustee since    Formerly, Executive Vice             62         Member, Board of Managers, Old
                             2007             President and Chief Financial                   Mutual Funds of Hedge Funds
                                              Officer, People's Bank (a                       (registered hedge fund) since
                                              financial services company),                    October  2006.
                                              1991 to 2001.

Edward I. O'Brien (78)       Trustee since    Formerly, Member, Investment         62         Director, Legg Mason, Inc.
                             2000             Policy Committee, Edward                        (financial services holding
                                              Jones, 1993 to 2001;                            company), since 1993; formerly,
                                              President, Securities                           Director, Boston Financial Group
                                              Industry Association ("SIA")                    (real estate and tax shelters),
                                              (securities industry's                          1993 to 1999.
                                              representative in government
                                              relations and regulatory
                                              matters at the federal and
                                              state levels), 1974 to 1992;
                                              Adviser to SIA, November 1992
                                              to November 1993.

William E. Rulon (74)        Trustee since    Retired; formerly, Senior            62         Formerly, Director, Pro-Kids Golf
                             2000             Vice President, Foodmaker,                      and Learning Academy (teach golf
                                              Inc. (operator and franchiser                   and computer usage to "at risk"
                                              of restaurants) until January                   children), 1998 to 2006; formerly,
                                              1997.                                           Director, Prandium, Inc.
                                                                                              (restaurants), from March 2001 to
                                                                                              July 2002.

Cornelius T Ryan (75)        Trustee since    Founding General Partner,            62         None.
                             2000             Oxford Partners and Oxford
                                              Bioscience Partners (venture
                                              capital partnerships) and
                                              President, Oxford Venture
                                              Corporation since 1981.

                                                                               NUMBER OF
                                                                                FUNDS IN
   INDEPENDENT TRUSTEES       POSITION AND                                    FUND COMPLEX
                             LENGTH OF TIME                                   OVERSEEN BY      OTHER DIRECTORSHIPS HELD OUTSIDE
 NAME, AGE, AND ADDRESS (1)    SERVED (2)       PRINCIPAL OCCUPATION(S)(3)     TRUSTEE(4)          FUND COMPLEX BY TRUSTEE
---------------------------  --------------   ------------------------------  -------------   ----------------------------------
Tom D. Seip (57)             Trustee since    General Partner, Seip                62         Director, H&R Block, Inc.
                             2000; Lead       Investments LP (a private                       (financial services company),
                             Independent      investment partnership);                        since May 2001; Chairman,
                             Trustee          formerly, President and CEO,                    Compensation Committee, H&R Block,
                             beginning 2006   Westaff, Inc. (temporary                        Inc. since 2006; Director, America
                                              staffing), May 2001 to                          One Foundation since 1998;
                                              January 2002; Senior                            formerly, Chairman, Governance and
                                              Executive at the Charles                        Nominating Committee, H&R Block,
                                              Schwab Corporation from 1983                    Inc., 2004 to 2006; formerly,
                                              to 1998, including Chief                        Director, Forward Management, Inc.
                                              Executive Officer, Charles                      (asset management company), 1999
                                              Schwab Investment Management,                   to 2006; formerly Director, E-Bay
                                              Inc. and Trustee, Schwab                        Zoological Society, 1999 to 2003;
                                              Family of Funds and Schwab                      formerly, Director General Magic
                                              Investments from 1997 to 1998                   (voice recognition software), 2001
                                              and Executive Vice                              until 2002; formerly, Director,
                                              President--Retail Brokerage,                    E-Finance Corporation (credit
                                              Charles Schwab Investment                       decisioning services), 1999 to
                                              Management, 1994 to 1997.                       2003; formerly, Director,
                                                                                              Save-Daily.com (micro investing
                                                                                              services), 1999 to 2003.

Candace L. Straight (59)     Trustee since    Private investor and                 62         Director, Montpelier Re (reinsurance
                             1999             consultant specializing in the                  company) since 2006; Director,
                                              insurance industry; formerly,                   National Atlantic Holdings
                                              Advisory Director, Securitas                    Corporation (property and casualty
                                              Capital LLC (a global private                   insurance company) since 2004;
                                              equity investment firm                          Director, The Proformance Insurance
                                              dedicated to making                             Company (property and casualty
                                              investments in the insurance                    insurance company), since March
                                              sector) 1998 until December                     2004; formerly, Director, Providence
                                              2003.                                           Washington (property and casualty
                                                                                              insurance company), December 1998 to
                                                                                              March 2006; formerly, Director,
                                                                                              Summit Global Partners (insurance
                                                                                              brokerage firm), October 2000 to
                                                                                              2005.

Peter P. Trapp (62)          Trustee since    Regional Manager for Atlanta         62         None.
                             1984             Region, Ford Motor Credit
                                              Company since August 1997;
                                              formerly, President, Ford Life
                                              Insurance Company, April 1995
                                              to August 1997.

                                                                               NUMBER OF
                                                                                FUNDS IN
   INDEPENDENT TRUSTEES       POSITION AND                                    FUND COMPLEX
                             LENGTH OF TIME                                   OVERSEEN BY      OTHER DIRECTORSHIPS HELD OUTSIDE
 NAME, AGE, AND ADDRESS (1)    SERVED (2)       PRINCIPAL OCCUPATION(S)(3)     TRUSTEE(4)          FUND COMPLEX BY TRUSTEE
---------------------------  --------------   ------------------------------  -------------   ----------------------------------
TRUSTEES WHO ARE
INTERESTED PERSONS"

Jack L. Rivkin* (66)         President and    Executive Vice President and         62         Director, Dale Carnegie and
                             Trustee since    Chief Investment Officer,                       Associates, Inc. (private company)
                             December 2002    Neuberger Berman Inc.                           since 1998; Director, Solbright
                                              (holding company) since 2002                    Inc. (private company) since 1998.
                                              and 2003, respectively;
                                              Managing Director and Chief
                                              Investment Officer, Neuberger
                                              Berman, since 2005 and 2003,
                                              respectively; formerly
                                              Executive Vice President,
                                              Neuberger Berman, December
                                              2002 to 2005;  Director and
                                              Chairman, NB Management since
                                              December 2002; formerly,
                                              Executive Vice President,
                                              Citigroup Investments, Inc.
                                              from September 1995 to
                                              February 2002; formerly,
                                              Executive Vice President,
                                              Citigroup Inc. from September
                                              1995 to February 2002.

Peter E. Sundman* (48)       Chairman of      Executive Vice President,            62         Director and Vice President,
                             the Board,       Neuberger Berman Inc.                           Neuberger & Berman Agency, Inc.
                             Chief            (holding company) since                         since 2000; formerly, Director,
                             Executive        1999;  Head of Neuberger                        Neuberger Berman Inc. (holding
                             Officer and      Berman Inc. 's Mutual Funds                     company) from October 1999 through
                             Trustee since    and Institutional Business                      March 2003; Trustee, Frost Valley
                             2000;            (since 1999) and                                YMCA; Trustee, College of
                             President and    Institutional Business (1999                    Wooster.
                             Chief            to October 2005); responsible
                             Executive        for Managed Accounts Business
                             Officer from     and intermediary distribution
                             1998 to 2000     since October 1999;
                                              President and Director, NB
                                              Management since 1999;
                                              Managing Director, Neuberger
                                              Berman since 2005; formerly,
                                              Executive Vice President,
                                              Neuberger Berman 1999 to
                                              December 2005; formerly,
                                              Principal, Neuberger Berman,
                                              1997 to 1999; formerly,
                                              Senior Vice President, NB
                                              Management, 1996 to 1999.

(1) The business address of each listed person is 605 Third Avenue, New York, New York 10158.

(2) Pursuant to the Trust's Trust Instrument, each Trustee shall hold office for life or until his or her successor is elected or the Trust terminates; except that (a) any Trustee may resign by delivering a written resignation;
(b) any Trustee may be removed with or without cause at any time by a written instrument signed by at least two-thirds of the other Trustees; (c) any Trustee who requests to be retired, or who has become unable to serve, may be retired by a written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any shareholder meeting by a vote of at least two-thirds of the outstanding shares.

(3) Except as otherwise indicated, each individual has held the positions shown for at least the last five years.

(4) For funds organized in a master-feeder structure, the master fund and its associated feeder funds are counted as a single portfolio.

*Indicates a Trustee who is an "interested person" within the meaning of the 1940 Act. Mr. Sundman and Mr. Rivkin are interested persons of the Trust by virtue of the fact that they are officers and/or directors of NB Management, Neuberger Berman and/or Lehman Brothers Asset Management.

INFORMATION ABOUT THE OFFICERS OF THE TRUST

Andrew B. Allard (45)       Anti-Money Laundering         Senior Vice President, Neuberger Berman, LLC since 2006;
                            Compliance Officer since      Deputy General Counsel, Neuberger Berman, LLC since 2004;
                            2002                          formerly, Vice President, Neuberger Berman, LLC, 2000 to
                                                          2006; formerly, Associate General Counsel, Neuberger
                                                          Berman, LLC, 1999 to 2004; Anti-Money Laundering
                                                          Compliance Officer, seventeen registered investment
                                                          companies for which NB Management acts as investment
                                                          manager and administrator (seven since 2002, three
                                                          since 2003, four since 2004, one since 2005 and two
                                                          since 2006).

Michael J. Bradler (37)     Assistant Treasurer since     Vice President, Neuberger Berman, LLC since 2006;
                            2005                          Employee, NB Management since 1997; Assistant
                                                          Treasurer, seventeen registered investment companies
                                                          for which NB Management acts as investment manager
                                                          and administrator (fifteen since 2005 and two since
                                                          2006).

Claudia A. Brandon (50)     Secretary since 1985          Senior Vice President, Neuberger Berman, LLC since 2007;
                                                          Vice President-Mutual Fund Board Relations, NB
                                                          Management since 2000 and Assistant Secretary since
                                                          2004; formerly, Vice President, Neuberger Berman, LLC,
                                                          2002 to 2006 and Employee since 1999; Secretary,
                                                          seventeen registered investment companies for which NB
                                                          Management acts as investment manager and
                                                          administrator (three since 1985, four since 2002,
                                                          three since 2003, four since 2004, one since 2005 and
                                                          two since 2006).

Robert Conti (50)           Vice President since 2000     Managing Director, Neuberger Berman, LLC since 2007;
                                                          formerly, Senior Vice President, Neuberger Berman, LLC
                                                          2003 to 2006; formerly, Vice President, Neuberger
                                                          Berman, LLC, 1999 to 2003; Senior Vice President, NB
                                                          Management since 2000; Vice President, seventeen
                                                          registered investment companies for which NB
                                                          Management acts as investment manager and
                                                          administrator (three since 2000, four since 2002,
                                                          three since 2003, four since 2004, one since 2005 and
                                                          two since 2006).

Brian J. Gaffney (53)       Vice President since 2000     Managing Director, Neuberger Berman, LLC since 1999;
                                                          Senior Vice President, NB Management since 2000; Vice
                                                          President, seventeen registered investment companies
                                                          for which NB Management acts as investment manager
                                                          and administrator (three since 2000, four since 2002,
                                                          three since 2003, four since 2004, one since 2005 and
                                                          two since 2006).

Maxine L. Gerson (56)       Chief Legal Officer since     Senior Vice President, Neuberger Berman, LLC since 2002;
                            2005 (only for purposes of    Deputy General Counsel and Assistant Secretary,
                            sections 307 and 406 of the   Neuberger Berman, LLC since 2001; Secretary and
                            Sarbanes-Oxley Act of 2002)   General Counsel, NB Management since
                                                          2004; Chief Legal Officer (only for purposes of
                                                          sections 307 and 406 of the Sarbanes-Oxley Act of
                                                          2002), seventeen registered investment companies for
                                                          which NB Management acts as investment manager and
                                                          administrator (fifteen since 2005 and two since 2006).

Sheila R. James (41)        Assistant Secretary since     Assistant Vice President, Neuberger Berman, LLC since 2007
                            2002                          and Employee since 1999; Assistant Secretary,
                                                          seventeen registered investment companies for which NB
                                                          Management acts as investment manager and
                                                          administrator (seven since 2002, three since 2003,
                                                          four since 2004, one since 2005 and two since 2006).


Kevin Lyons (51)            Assistant Secretary since     Employee, Neuberger Berman, LLC since 1999; Assistant
                            2003                          Secretary, seventeen registered investment companies
                                                          for which NB Management acts as investment manager
                                                          and administrator (ten since 2003, four since 2004,
                                                          one since 2005 and two since 2006).

John M. McGovern (37)       Treasurer and Principal       Senior Vice President, Neuberger Berman, LLC since 2007;
                            Financial and Accounting      formerly, Vice President, Neuberger Berman, LLC, 2004 to
                            Officer since 2005; prior     2006; Employee, NB Management since 1993; Treasurer
                            thereto, Assistant            and Principal Financial and Accounting Officer,
                            Treasurer since 2002          seventeen registered investment companies for which NB
                                                          Management acts as investment manager and
                                                          administrator (fifteen since 2005 and two since 2006);
                                                          formerly, Assistant Treasurer, fifteen registered
                                                          investment companies for which NB Management acts as
                                                          investment manager and administrator, 2002 to 2005.

Frank Rosato (36)           Assistant Treasurer since     Vice President, Neuberger Berman, LLC since 2006;
                            2005                          Employee, NB Management since 1995; Assistant
                                                          Treasurer, seventeen registered investment companies
                                                          for which NB Management acts as investment manager
                                                          and administrator (fifteen since 2005 and two since
                                                          2006).

Frederic B. Soule (61)      Vice President since 2000     Senior Vice President, Neuberger Berman, LLC since 2003;
                                                          formerly, Vice President, Neuberger Berman, LLC, 1999 to
                                                          2003; Vice President, seventeen registered investment
                                                          companies for which NB Management acts as investment
                                                          manager and administrator (three since 2000, four
                                                          since 2002, three since 2003, four since 2004, one
                                                          since 2005 and two since 2006).

Chamaine Williams (35)      Chief  Compliance   Officer   Senior Vice President, Lehman Brothers Inc. since
                            since 2005                    2007; formerly, Vice President, Lehman Brothers Inc.,
                                                          2003 to 2006; Chief Compliance Officer, seventeen
                                                          registered investment companies for which NB
                                                          Management acts as investment manager and
                                                          administrator (sixteen since 2005 and one since 2006); Chief
                                                          Compliance Officer, Lehman Brothers Asset Management Inc.
                                                          since 2003; Chief Compliance Officer, Lehman Brothers
                                                          Alternative Investment Management LLC since 2003;
                                                          formerly, Vice President, UBS Global Asset Management
                                                          (US) Inc. (formerly, Mitchell Hutchins Asset
                                                          Management, a wholly-owned subsidiary of PaineWebber
                                                          Inc.), 1997 to 2003.

(1) The business address of each listed person is 605 Third Avenue, New York, New York 10158.

(2) Pursuant to the By-Laws of the Trust, each officer elected by the Trustees shall hold office until his or her successor shall have been elected and qualified or until his or her earlier death, inability to serve, or resignation. Officers serve at the pleasure of the

Trustees and may be removed at any time with or without cause.

(3) Except as otherwise indicated, each individual has held the positions shown for at least the last five years.

THE BOARD OF TRUSTEES

The Board of Trustees is responsible for managing the business and affairs of the Trust. Among other things, the Board of Trustees generally oversees the portfolio management of each Fund and reviews and approves each Fund's advisory and sub-advisory contracts and other principal contracts. It is the Trust's policy that at least three quarters of the Board of Trustees shall be comprised of Independent Trustees. The Board of Trustees has established several standing committees to oversee particular aspects of the Funds' management. The standing committees of the Board of Trustees are described below.

Audit Committee. The Audit Committee's purposes are generally
(a) to oversee the Funds' accounting and financial reporting processes and their internal control over financial reporting and, as the Committee deems appropriate, to inquire into the internal control over financial reporting of certain third-party service providers; (b) to oversee the quality and integrity of the Funds' financial statements and the independent audit thereof; (c) to oversee, or, as appropriate, assist Board oversight of, the Funds' compliance with legal and regulatory requirements that relate to the Funds' accounting and financial reporting, internal control over financial reporting and independent audits; (d) to approve prior to appointment the engagement of the Funds' independent registered public accounting firm and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Funds' independent registered public accounting firm; and (e) to act as a liaison between the Funds' independent registered public accounting firm and the full Board. The independent registered public accounting firm for each Fund shall report directly to the Audit Committee. The Audit Committee has delegated authority to grant pre-approval of permissible non-audit services and all audit, review or attest engagements of the Fund's independent registered public accounting firm to the Chairman of the Audit Committee. The Audit Committee is composed entirely of Independent Trustees; its members are John Cannon, Howard
A. Mileaf, Cornelius T. Ryan (Chairman), Tom D. Seip, and Peter P. Trapp. Members of the Audit Committee receive additional compensation for serving on this committee. During the fiscal year ended December 31, 2006, the Committee met 6 times.

Ethics and Compliance Committee. The Ethics and Compliance Committee oversees: (a) the Trust's program for compliance with Rule 38a-1 and the Fund's implementation and enforcement of its compliance policies and procedures; (b) compliance with the Fund's Codes of Ethics (which restricts the personal securities transactions, including transactions in Fund shares, of employees, officers, and Trustees), and (c) the activities of the Fund's Chief Compliance Officer. The Committee shall not assume oversight duties to the extent that such duties have been assigned by the Board expressly to another Committee of the Board (such as oversight of internal controls over financial reporting, which has been assigned to the Audit Committee.) The Committee's primary function is oversight. Each investment adviser, sub-adviser, principal underwriter, administrator and transfer agent (collectively, "Service Providers") is responsible for its own compliance with the federal securities laws and for devising, implementing, maintaining and updating appropriate policies, procedures and code of

ethics to ensure compliance with applicable laws and regulations. The CCO is responsible for administering the Trust's Compliance Program, including devising and implementing appropriate methods of testing compliance by the Trust and its Service Providers. The Committee members are John Cannon (Chairman), Faith Colish, C. Anne Harvey and Edward I. O'Brien. All members are Independent Trustees. The Board will receive at least annually a report on the compliance programs of the Trust and service providers and the required annual reports on the administration of the Codes of Ethics and the required annual certifications from the Trust, NB Management, Neuberger Berman and Lehman Brothers Asset Management. During the fiscal year ended December 31, 2006, the Committee met 4 times.

Contract Review Committee. The Contract Review Committee is responsible for overseeing and guiding the process by which the Independent Trustees annually consider whether to renew each Fund's principal contractual arrangements. For each Fund, its members are Faith Colish (Chairwoman), Robert
A. Kavesh, William E. Rulon and Candace L. Straight. During the fiscal year ended December 31, 2006, the Committee held 2 meetings.

Executive Committee. The Executive Committee is responsible for acting in an emergency when the full Board is not available. It has all the powers of the Trustees when the Trustees are not in session to the extent permitted by Delaware law. Its members are John Cannon, Howard A. Mileaf, Edward I. O'Brien, Tom D. Seip and Peter E. Sundman (Chairman). All members except for Mr. Sundman are Independent Trustees. During the fiscal year ended December 31, 2006, the Committee did not meet.

Governance and Nominating Committee. The Governance and Nominating Committee is responsible for (a) considering and evaluating the structure, composition and operation of the Board of Trustees and each committee thereof, including the operation of the annual self-evaluation by the Board; (b) evaluating and nominating individuals to serve as Trustees, including as Independent Trustees, as members of committees, as Chair of the Board and as officers of the Trust; and (c) considering and making recommendations relating to the compensation of Independent Trustees and of those officers as to whom the Board is charged with approving compensation. The Governance and Nominating Committee is composed entirely of Independent Trustees; its members are C. Anne Harvey (Chairwoman), Robert A. Kavesh, Howard A. Mileaf and Tom D. Seip. The Governance and Nominating Committee will consider nominees recommended by shareholders; shareholders may send resumes of recommended persons to the attention of Claudia A. Brandon, Secretary, Neuberger Berman Advisers Management Trust, 605 Third Avenue, 21st Floor, New York, NY, 10158-0180. During the fiscal year ended December 31, 2006, the Committee met 2 times.

Portfolio Transactions and Pricing Committee. The Portfolio Transactions and Pricing Committee from time to time reviews, among other things, data on the quality of execution of portfolio trades, actual and potential uses of portfolio brokerage commissions, agency cross-transactions, information relating to the commissions charged by Neuberger Berman Lehman Brothers Asset Management and Lehman Brothers Inc. to the Funds and to its other customers, and information concerning the prevailing level of commissions charged by other brokers having comparable execution capability, reports prepared by third party consultants regarding the execution of the Funds' trades and the consideration given to alternative trading systems. All members except for Mr. Rivkin are Independent Trustees; its members are Faith Colish,

Jack L. Rivkin (Vice Chairman), William E. Rulon, Cornelius T. Ryan and Candace L. Straight (Chairwoman). During the fiscal year ended December 31, 2006, the Committee met 4 times.

Insurance Committee. The Insurance Committee's primary purpose is to evaluate prospective user insurance companies. The Committee reviews financial statements and other available data the Committee deems appropriate concerning the financial strength and operation practices of insurance companies seeking to enter into agreements with the Funds or its principal underwriter in relation to such insurance companies' investment or proposed investment in the Funds. In addition, its members are consulted by the Trust's officers and NB Management in the event a user insurance company encounters financial difficulties so as to determine the effect on the Trust and the possibility that the insurance company's separate account assets would be withdrawn from the Trust. Its members are C. Anne Harvey, Candace L. Straight and Peter P. Trapp (Chairman). During the fiscal year ended December 31, 2006, the Committee did not formally meet but considered information regarding several companies throughout close of the fiscal year that were ratified and/or approved by the full Board based on Committee recommendations.

Investment Performance Committee. The Investment Performance Committee is responsible for overseeing and guiding the process by which the Board reviews fund performance. All members except for Mr. Rivkin are Independent Trustees; its members are Robert A. Kavesh, Edward I. O'Brien, Jack L. Rivkin (Vice Chairman), Cornelius T. Ryan and Peter P. Trapp (Chairman). During the fiscal year ended December 31, 2006, the Committee met 2 times.

The Trust's Trust Instrument provides that the Trust will indemnify its Trustees and officers against liabilities and expenses reasonably incurred in connection with litigation in which they may be involved because of their offices with the Trust, unless it is adjudicated that they (a) engaged in bad faith, willful misfeasance, gross negligence, or reckless disregard of the duties involved in the conduct of their offices, or (b) did not act in good faith in the reasonable belief that their action was in the best interest of the Trust. In the case of settlement, such indemnification will not be provided unless it has been determined (by a court or other body approving the settlement or other disposition, by a majority of disinterested Trustees based upon a review of readily available facts, or in a written opinion of independent counsel) that such officers or Trustees have not engaged in willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties.

Trustees who are not managing directors, officers or employees of NB Management, Neuberger Berman Lehman Brothers Asset Management and/or the participating life insurance companies or any of their affiliates are paid Trustees' fees. For the year ended December 31, 2006, a total of $285,340 in fees was paid to the Trustees as a group by the Trust and a total of $1,193,432 in fees was paid to the Trustees as a group by the fund complex.

The following table sets forth information concerning the compensation of the trustees of the Trust. The Trust does not have any retirement plan for its trustees.

TABLE OF COMPENSATION
FOR FISCAL YEAR ENDED 12/31/06

                                               Aggregate
                                              Compensation        Total Compensation from Investment
                                         from the Trust for the   Companies in the Neuberger Berman
                                           fiscal year ended       Fund Complex Paid to Trustees for
Name and Position with the Trust                12/31/06             Calendar Year Ended 12/31/06
-------------------------------------    ----------------------   ----------------------------------
INDEPENDENT TRUSTEES

John Cannon                                     $     26,515                $  109,719
Trustee

Faith Colish                                    $     24,834                $  102,864
Trustee

C. Anne Harvey                                  $     24,834                $  102,864
Trustee

Robert A. Kavesh                                $     24,834                $  102,864
Trustee

Michael M. Knetter                                       N/A*               $    6,077
Trustee

Howard A. Mileaf                                $     26,515                $  109,719
Trustee

George W. Morriss                                        N/A*               $    6,375
Trustee

Edward I. O'Brien                               $     24,834                $  102,864
Trustee

William E. Rulon                                $     24,834                $  102,864
Trustee

Cornelius T. Ryan                               $     27,466                $  113,645
Trustee

Tom D. Seip                                     $     31,000                $  128,341
Trustee

Candace L. Straight                             $     24,834                $  102,864
Trustee

Peter P. Trapp                                  $     24,840                $  102,372
Trustee

TRUSTEES WHO ARE "INTERESTED PERSONS"

Jack L. Rivkin                                  $          0                $        0
Trustee

Peter E. Sundman                                $          0                $        0
Trustee

* Mr. Knetter and Mr. Morriss became Fund Trustees on February 28, 2007. They served on the board of another fund in the Neuberger Berman Fund Complex during part of 2006.

OWNERSHIP OF SECURITIES

On April 1, 2007, the Trustees and officers of the Trust, as a group, owned beneficially or of record less than 1% of the outstanding shares of each Fund.

Set forth below is the dollar range of equity securities owned by each Trustee.

DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES IN NEUBERGER SECURITIES IN ALL REGISTERED INVESTMENT
BERMAN ADVISERS COMPANIES OVERSEEN BY TRUSTEE IN
MANAGEMENT TRUST FAMILY OF INVESTMENT COMPANIES
NAME OF TRUSTEE AS OF DECEMBER 31, 2006 AS OF DECEMBER 31, 2006
------------------------------------- ----------------------- ---------------------------------------
INDEPENDENT TRUSTEES
John Cannon None Over $100,000
Faith Colish None Over $100,000
C. Anne Harvey None $50,001-$100,000
Robert A. Kavesh None $10,001-$50,000
Michael M. Knetter None None
Howard A. Mileaf None Over $100,000
George W. Morriss None $10,001 - $50,000
Edward I. O'Brien None Over $100,000
William E. Rulon None Over $100,000
Cornelius T. Ryan None Over $100,000
Tom D. Seip None Over $100,000
Candace L. Straight None Over $100,000
Peter P. Trapp None Over $100,000
TRUSTEES WHO ARE "INTERESTED PERSONS"

Jack L. Rivkin None None
Peter E. Sundman None Over $100,000

INDEPENDENT TRUSTEES OWNERSHIP OF SECURITIES

No Independent Trustee (including his/her immediate family members) owns any securities (not including shares of registered investment companies) in any Neuberger Berman entity, Lehman Brothers Asset Management or Lehman Brothers Holdings Inc. ("Lehman"), which controls the Neuberger Berman entities.

                        NAME OF
                       OWNERS AND
                      RELATIONSHIP             TITLE OF    VALUE OF    PERCENTAGE
NAME OF TRUSTEE        TO TRUSTEE    COMPANY    CLASS     SECURITIES    OF CLASS
-------------------   ------------   -------   --------   ----------   ---------
John Cannon               N/A          N/A       N/A          $0          N/A
Faith Colish              N/A          N/A       N/A          $0          N/A
C. Anne Harvey            N/A          N/A       N/A          $0          N/A
Robert A. Kavesh          N/A          N/A       N/A          $0          N/A
Michael M. Knetter        N/A          N/A       N/A          $0          N/A
Howard A. Mileaf          N/A          N/A       N/A          $0          N/A
George W. Morriss         N/A          N/A       N/A          $0          N/A
William E. Rulon          N/A          N/A       N/A          $0          N/A
Cornelius T. Ryan         N/A          N/A       N/A          $0          N/A
Tom D. Seip               N/A          N/A       N/A          $0          N/A
Candace L. Straight       N/A          N/A       N/A          $0          N/A
Peter P. Trapp            N/A          N/A       N/A          $0          N/A

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Shares of the Funds are issued and redeemed in connection with investments in and payments under certain variable annuity contracts and variable life insurance policies (collectively, "Variable Contracts") issued through separate accounts of life insurance companies (the "Life Companies") and Qualified Plans. As of April 1, 2007, the separate accounts of the Life Companies and Qualified Plans were known to the Board of Trustees and the management of the Trust to own of record all shares of the Fasciano, Growth, Guardian, High Income Bond, International, Mid-Cap Growth, Partners, Regency, Short Duration Bond and Socially Responsive Portfolios of the Trust and approximately 99% of the shares of the Balanced Portfolio of the Trust. There were no shareholders of the International Large Cap and Real Estate Portfolios as of the same date. A control person may be able to take actions regarding a Fund without the consent or approval of shareholders.

As of April 1, 2007, separate accounts of the following Life Companies and Qualified Plans owned of record or beneficially 5% or more of the shares of the following Funds:

                                                                                     PERCENTAGE
                                                                  NUMBER OF SHARES   OF SHARES
FUND                                      ADDRESS                       HELD            HELD
--------------------------  -----------------------------------   ----------------   ----------
BALANCED                    VARIABLE LIFE ACCT 1                      2,283,104.66        37.35%
CLASS I                     600 DRESHER RD # C3D
                            HORSHAM PA  19044-2204

                            VARIABLE LIFE ACCT 1                      1,252,803.61        20.49%
                            600 DRESHER RD #  C3D
                            HORSHAM PA 19044-2204

                            NATIONWIDE INSURANCE CO                   1,055,762.70        17.27%
                            C/O SECURITY BENEFIT LIFE INS
                            IPO BOX 182029
                            COLUMBUS OH 43218-2029

                            NATIONWIDE LIFE                             429,983.39         7.03%
                            FINANCIAL HORIZONS ACCT 1
                            IPO BOX 182029
                            COLUMBUS OH  43218-2029

                            NATIONWIDE VARIABLE LIFE                    415,778.53         6.80%
                            GROWTH PORTFOLIO
                            IPO BOX 182029
                            COLUMBUS OH  43218-2029

FASCIANO                    NATIONWIDE LIFE VARIABLE                    424,302.19        24.57%
CLASS S                     GROWTH PORTFOLIO
                            IPO BOX 182029
                            COLUMBUS OH  43218-2029

                            NATIONAL LIFE INSURANCE CO                  347,002.54        20.09%
                            FBO SENTINEL ADVANTAGE
                            ATTN PENNY DOOLEY M415
                            1 NATIONAL LIFE DRIVE
                            MONTPELIER VT  05604-0001

                            NATIONAL LIFE INSURANCE CO                  164,634.02         9.53%
                            FBO VARITRAK
                            ATTN PENNY DOOLEY M415
                            1 NATIONAL LIFE DRIVE
                            MONTEPELIER VT 05604-0001

                            PRINCIPAL LIFE INSURANCE CO                 156,860.44         9.08%
                            BENEFIT VARIABLE UNIVERSAL LIFE
                            711 HIGH ST
                            DES MOINES IA 50392-9992

                            NATIONWIDE LIFE INSURANCE CO                133,353.90         7.72%
                            NWVLI-4
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

                            NATIONWIDE INSURANCE CO                     119,075.95         6.89%
                            NWVA9
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

GROWTH                      NATIONWIDE LIFE VARIABLE                  8,538,275.03        83.98%
CLASS I                     GROWTH PORTFOLIO
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

                            NATIONWIDE VARIABLE LIFE                  1,098,133.48        10.80%
                            GROWTH PORTFOLIO
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

                                                                                     PERCENTAGE
                                                                  NUMBER OF SHARES   OF SHARES
FUND                                      ADDRESS                       HELD            HELD
--------------------------  -----------------------------------   ----------------   ----------
GUARDIAN                    NATIONWIDE LIFE INSURANCE CO              4,499,386.41        62.02%
CLASS I                     NWVA-9
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

                            NATIONWIDE LIFE VARIABLE                    874,900.34        12.06%
                            GROWTH PORTFOL8IO
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

                            NATIONWIDE LIFE INSURANCE CO                654,369.21         9.02%
                            NWVLI-4
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

GUARDIAN                    PHOENIX LIFE INSURANCE CO                   160,803.89        70.90%
CLASS S                     31 TECH VALLEY DR
                            E GREENBUSH NY 12061-4134

                            ANNUITY INVESTORS LIFE                       30,419.31        13.41%
                            INSURANCE CO
                            ATTN JOHN BURRESS
                            580 WALNUT STREET
                            CINCINNATI OH  45202-3110

                            PHOENIX LIFE INSURANCE CO                    26,122.25        11.51%
                            31 TECH VALLEY DR
                            E GREENBUSH NY 12061-4134

HIGH INCOME BOND CLASS S    NEUBERGER BERMAN LLC                        339,288.87        53.10%
                            AMT REAL ESTATE FUND
                            ATTN NICOLE ZELLER
                            605 THIRD AVENUE
                            NEW YORK NY  10158-0180

                            PRINCIPLE LIFE INSURANCE CO                 271,082.69        42.42%
                            ATTN LIFE & HEALTH ACCOUNTING
                            G-008-N20
                            711 HIGH STREET
                            DES MOINES IA  50392-9992

                                                                                     PERCENTAGE
                                                                  NUMBER OF SHARES   OF SHARES
FUND                                      ADDRESS                       HELD            HELD
--------------------------  -----------------------------------   ----------------   ----------
INTERNATIONAL CLASS S       IDS LIFE INSURANCE COMPANY               13,555,455.28        49.40%
                            222 AXP FINANCIAL CENTER
                            MINNEAPOLIS MN 55474-0001

                            NATIONWIDE LIFE VARIABLE                 11,725,817.83        42.73%
                            GROWTH PORTFOLIO
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

SHORT DURATION              NATIONWIDE LIFE VARIABLE                 20,462,946.31        56.89%
BOND CLASS I                GROWTH PORTFOLIO
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

                            NATIONWIDE LIFE INSURANCE CO             4,173,273.53         11.60%
                            NWVA-9
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

                            AMERICAN UNITED LIFE INS CO               4,076,211.06        11.33%
                            VARIABLE ANNUITY UNIT TRUST 1
                            ONE AMERICAN SQUARE
                            P.O. BOX 1995
                            INDIANAPOLIS IN  46206-9102

MID CAP GROWTH              LINCOLN NATIONAL LIFE INS CO             17,608,595.83        61.03%
CLASS I                     WELLS FARGO B SHARE EGMDB ACCT W
                            ATTN MARGARET WALLACE 6H-02
                            1300 SOUTH CLINTON STREET
                            FORT WAYNE IN  46802-3506

                            NATIONWIDE LIFE INSURANCE CO              6,783,808.08        23.51%
                            NWVA-4
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

                            NATIONWIDE LIFE INSURANCE CO              1,799,122.09         6.23%
                            NWVLI-4
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

MID CAP GROWTH              NEW YORK LIFE INSURANCE AND               1,319,626.92        74.21%
CLASS S                     ANNUITY CORP (NYLIAC)
                            ATTN ASHESH UPADHYAY
                            169 LACKAWANNA AVENUE
                            PARSIPPANY NJ  07054-1007

                            NATIONWIDE VARIABLE LIFE                    381,687.27        21.46%
                            GROWTH PORTFOLIO
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

                                                                                     PERCENTAGE
                                                                  NUMBER OF SHARES   OF SHARES
FUND                                      ADDRESS                       HELD            HELD
--------------------------  -----------------------------------   ----------------   ----------
PARTNERS                    NATIONWIDE LIFE VARIABLE                 9,207,112.970        32.28%
CLASS I                     GROWTH PORTFOLIO
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

                            NATIONWIDE LIFE INSURANCE CO             6,906,314.990        24.21%
                            NWVA-9
                            C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

                            AIG LIFE INSURANCE COMPANY               1,686,267.130         5.91%
                            ATTN ED BACON
                            PO BOX 667
                            WILMINGTON DE 19899-0667

REAL ESTATE                 NEUBERGER BERMAN LLC                               1.0          100%
CLASS S                     AMT REAL ESTATE FUND
                            ATTN NICOLE ZELLER
                            605 THIRD AVENUE
                            NEW YORK NY  10158-0180

REGENCY                     LINCOLN NATIONAL LIFE INS CO            12,840,571.070        86.79%
CLASS I                     WELLS FARGO B SHARE EGMDB ACCT W
                            ATTN MARGARET WALLACE 6H-02
                            1300 SOUTH CLINTON STREET
                            FORT WAYNE IN  46802-3506

SOCIALLY                    NATIONWIDE LIFE VARIABLE                17,046,012.940        89.13%
RESPONSIVE                  GROWTH PORTFOLIO
CLASS I                     C/O IPO PORTFOLIO ACCOUNTING
                            PO BOX 182029
                            COLUMBUS OH 43218-2029

SOCIALLY                    SECURITY BENEFIT LIFE                    3,968,479.780        74.28%
RESPONSIVE                  FBO SBL VARIFLEX LS NAVISYS
CLASS S                     1 SW SECURITY BENEFIT PL
                            TOPEKA KS 66636-1000

                            SECURITY BENEFIT LIFE                      296,039.650         5.54%
                            FBO SBL VARIFLEX LS NAVISYS
                            C/O VARIABLE ANNUITY DEPT
                            1 SW SECURITY BENEFIT PL
                            TOPEKA KS 66636-1000

                            SECURITY BENEFIT LIFE                      269,197.710         5.03%
                            VARIFLEX Q OMNI
                            1 SW SECURITY BENEFIT PL
                            TOPEKA KS 66636-1000

These Life Companies are required to vote Fund shares in accordance with instructions received from owners of Variable Contracts funded by separate accounts with respect to separate accounts of these Life Companies that are registered with the Securities and Exchange Commission as unit investment trusts.

INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES

NB Management serves as each Fund's investment manager pursuant to a Management Agreement ("Management Agreement") dated November 3, 2003. From May 1, 1995 through April 30, 2000, NB Management served as the investment manager of the corresponding master series of Advisers Managers Trust in which each Fund invested its net investable assets.

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

NB Management provides to each Fund, without separate cost, office space, equipment, and facilities and personnel necessary to perform executive, administrative, and clerical functions and pays all salaries, expenses, and fees of the officers, Trustees, and employees of the Trust who are officers, directors, or employees of NB Management. Several individuals who are directors, officers or employees of NB Management and/or Neuberger Berman also serve as Trustees and/or officers of the Trust. See "Trustees and Officers." NB Management provides similar facilities and services to each Fund pursuant to administration agreements dated November 3, 2003 for both the Class I shares and the S Class shares (each, an "Administration Agreement").

MANAGEMENT AND ADMINISTRATION FEES

For investment management services, Balanced, Growth, Guardian, International Large Cap, Mid-Cap Growth, Partners, Regency and Socially Responsive Portfolios each pays NB Management a fee at the annual rate of 0.55% of the first $250 million of the Fund's average daily net assets, 0.525% of the next $250 million, 0.50% of the next $250 million, 0.475% of the next $250 million, 0.45% of the next $500 million, 0.425% of the next $2.5 billion, and 0.40% of average daily net assets in excess of $4 billion. Fasciano Portfolio pays NB Management a fee for investment management services at the annual rate of 0.85% of the first $500 million of the Fund's average daily net assets, 0.825% of the next $500 million, 0.80% of the next $500 million, 0.775% of the next $500 million, 0.75% of the next $500 million and 0.725% of average daily net assets in excess of $2.5 billion. International Portfolio pays NB Management a fee for investment management services at the annual rate of 0.85% of the

first $250 million of the Fund's average daily net assets, 0.825% of the next $250 million, 0.80% of the next $250 million, 0.775% of the next $250 million, 0.75% of the next $500 million, 0.725% of the next $1 billion, and 0.70% of average daily net assets in excess of $2.5 billion. Short Duration Bond Portfolio pays NB Management a fee for investment management services at the annual rate of 0.25% of the first $500 million of the Fund's average daily net assets, 0.225% of the next $500 million, 0.20% of the next $500 million, 0.175% of the next $500 million, and 0.15% of the Fund's average daily net assets in excess of $2 billion. Real Estate Portfolio pays NB Management a fee for investment management services at the annual rate of 0.85% of the Fund's average daily net assets. High Income Bond Portfolio pays NB Management a fee for investment management services at the annual rate of 0.48% of the Fund's average daily net assets.

For administrative services, each Fund (except Short Duration Bond Portfolio) pays NB Management a fee at the annual rate of 0.30% of that Fund's average daily net assets. For administrative services, Short Duration Bond Portfolio pays NB Management a fee at the annual rate of 0.40% of average daily net assets. In addition, each Fund pays certain out-of-pocket expenses for technology used for shareholder servicing and shareholder communications subject to the prior approval of an annual budget by the Trust's Board of Trustees, including a majority of those Trustees who are not interested persons of the Trust or of NB Management, and periodic reports to the Board of Trustees on actual expenses.

During the fiscal years ended December 31, 2006, 2005 and 2004, each Fund accrued management and administration fees as follows.

                                         MANAGEMENT AND ADMINISTRATION FEES
                                              ACCRUED FOR FISCAL YEARS
                                                  ENDED DECEMBER 31
                                   -----------------------------------------------
FUND                                   2006            2005              2004
--------------------------------   -------------   -------------     -------------
Balanced Portfolio                 $     629,457   $     643,797     $     700,065
Fasciano Portfolio                 $     253,416   $     202,043     $     107,914
Growth Portfolio                   $   1,534,739   $   1,656,430     $   1,729,897
Guardian Portfolio                 $   1,379,992   $   1,429,721     $   1,409,577
High Income Bond Portfolio         $      35,314   $      26,589     $       6,985*
International Portfolio            $   1,435,836   $      27,576**             N/A
Mid-Cap Growth Portfolio           $   5,702,491   $   4,730,386     $   4,072,112
Partners Portfolio                 $   5,574,155   $   5,405,157     $   5,137,041
Regency Portfolio                  $   2,128,653   $   1,566,279     $     774,759
Short Duration Bond Portfolio      $   2,295,325   $   2,139,927     $   2,035,808
Socially Responsive Portfolio***   $   1,539,924   $     262,116     $     104,744

* From September 15, 2004 (commencement of operations) to December 31, 2004. ** From April 29, 2005 (commencement of operations) to December 31, 2005.

*** Class S of Socially Responsive Portfolio commenced operations on May 1, 2006.

The Management Agreement continues until October 31, 2007 and the Administration Agreements continue with respect to each Fund for a period of two years after the date the Fund became subject thereto. Each Agreement is renewable from year to year with respect to a Fund, so long as its continuance is approved at least annually (1) by the vote of a majority of the Trustees who are not "interested persons" of NB Management or the Trust ("Independent Trustees"), cast in person at a meeting called for the purpose of voting on such approval, and (2) by the vote of a majority of the Trustees or by a 1940 Act majority vote of the outstanding shares in that Fund. Each Agreement is terminable with respect to a Fund without penalty on 60 days' prior written notice either by the Trust or by NB Management.

EXPENSE LIMITATIONS

Balanced, Growth, Guardian (Class I), Short Duration Bond, Mid-Cap Growth (Class I) and Partners Portfolios. NB Management has contractually undertaken to limit the Funds' expenses through December 31, 2010 by reimbursing each Fund for its total operating expenses (excluding the compensation of NB Management, taxes, interest, extraordinary expenses, brokerage commissions and transaction costs), that exceed, in the aggregate, 1.00% per annum of the Fund's average daily net asset value.

Each Fund has contractually undertaken to reimburse NB Management for the excess expenses paid by NB Management, provided the reimbursements do not cause total operating expenses (exclusive of taxes, interest, brokerage commissions, transaction costs and extraordinary expenses for all Funds and compensation of NB Management in the case of Balanced, Growth, Partners and Limited Maturity Portfolios) to exceed an annual rate of 1.00%; and the reimbursements are made within three years after the year in which NB Management incurred the expense.

Fasciano, Guardian (Class S), Mid-Cap Growth (Class S), International and Regency (Class S) Portfolios. NB Management has contractually undertaken to limit the expenses of S Class shares through December 31, 2010 by reimbursing each Fund for its total operating expenses, including compensation to NB Management, but excluding taxes, interest, extraordinary expenses, transaction costs and brokerage commissions, that exceed, in the aggregate, 1.25% for Guardian and Mid-Cap Growth Portfolios, 1.40% for Fasciano Portfolio and 2.00% for International Portfolio per annum of the Class's average daily net asset value. Each Fund has in turn contractually undertaken to repay NB Management from S Class assets for

the excess operating expenses borne by NB Management, so long as the Class's annual operating expenses during that period (exclusive of taxes, interest, extraordinary expenses and brokerage commissions) does not exceed 1.25% for Guardian and Mid-Cap Growth Portfolios, 1.40% for Fasciano Portfolio and 2.00% for International Portfolio per year of the Class's average daily net asset value, and further provided that the reimbursements are made within three years after the year in which NB Management incurred the expense.

NB Management has contractually undertaken to limit the expenses of S Class shares through December 31, 2017 by reimbursing Regency Portfolio for its total operating expenses, including compensation to NB Management, but excluding taxes, interest, extraordinary expenses, transaction costs and brokerage commissions, that exceed, in the aggregate, 1.25% for Regency Portfolio per annum of the Class's average daily net asset value. Regency Portfolio has in turn contractually undertaken to repay NB Management from S Class assets through December 31, 2015 for the excess operating expenses borne by NB Management, so long as the Class's annual operating expenses during that period (exclusive of taxes, interest, extraordinary expenses, transaction costs and brokerage commissions) does not exceed 1.25% per year of the Class's average daily net asset value, and further provided that the reimbursements are made within three years after the year in which NB Management incurred the expense.

International Large Cap Portfolio (Class S). NB Management has contractually agreed to forgo current payment of fees and/or reimburse certain expenses of Class S of the Fund through December 31, 2010, so that the total annual operating expenses of Class S of the Fund are limited to 1.30% of the Class's average daily net asset value. This arrangement does not cover interest, taxes, brokerage commissions, and extraordinary expenses. The Fund has agreed that Class S will repay NB Management for fees and expenses forgone or reimbursed for that class provided that repayment does not cause its annual operating expenses to exceed 1.30% of its average daily net asset value. Any such repayment must be made within three years after the year in which NB Management incurred the expense. At its discretion, NB Management may also voluntarily waive certain fees of the Fund.

Regency Portfolio (Class I). NB Management has contractually undertaken to limit the Fund's expenses through December 31, 2010 by reimbursing the Fund for its total operating expenses, including compensation to NB Management, but excluding taxes, interest, extraordinary expenses and brokerage commissions, and transaction costs that exceed, in the aggregate, 1.50% per annum of the Fund's average daily net asset value. The Fund has contractually undertaken to reimburse NB Management for the excess expenses paid by NB Management, provided the reimbursements do not cause total operating expenses (exclusive of taxes, interest, extraordinary expenses and brokerage commissions) to exceed an annual rate of 1.50% of the Fund's average daily net asset value; and the reimbursements are made within three years after the year in which NB Management incurred the expense.

Socially Responsive (Class I) Portfolio. NB Management has contractually undertaken to limit the Fund's expenses through December 31, 2010 by reimbursing the Fund for its total operating expenses and brokerage commissions that exceed, in the aggregate, 1.30% per annum of the Fund's average daily net asset value. The Fund has contractually undertaken to repay NB Management for the excess operating expenses borne by NB Management, so long as the Fund's annual operating expenses during that period (exclusive of taxes, interest, extraordinary expenses and brokerage commissions) does not exceed 1.30% of the Fund's average daily net asset value

and further provided that reimbursements are made within three years after the year in which NB Management incurred the expense.

Socially Responsive (Class S) Portfolio. NB Management has contractually undertaken to limit the Fund's expenses through December 31, 2010 by reimbursing the Fund for its total operating expenses and brokerage commissions that exceed, in the aggregate, 1.17% per annum of the Fund's average daily net asset value. The Fund has contractually undertaken to repay NB Management for the excess operating expenses borne by NB Management, so long as the Fund's annual operating expenses during that period (exclusive of taxes, interest, extraordinary expenses and brokerage commissions) does not exceed 1.17% of the Fund's average daily net asset value and further provided that reimbursements are made within three years after the year in which NB Management incurred the expense.

Real Estate Portfolio. NB Management has contractually undertaken to limit the Fund's expenses through December 31, 2010 by reimbursing the Fund for its total operating expenses, including compensation to NB Management, but excluding taxes, interest, extraordinary expenses and brokerage commissions, that exceed, in the aggregate, 1.75% per annum of the Fund's average daily net asset value. The Fund has in turn contractually undertaken to repay NB Management for the excess operating expenses borne by NB Management, so long as the Fund's annual operating expenses during that period (exclusive of taxes, interest, extraordinary expenses and brokerage commissions) does not exceed 1.75% of the Fund's average daily net asset value, and further provided that reimbursements are made within three years after the year in which NB Management incurred the expense.

High Income Bond Portfolio. NB Management has contractually undertaken to limit the Fund's expenses through December 31, 2010 by reimbursing the Fund for its total operating expenses (excluding taxes, interest, extraordinary expenses, brokerage commissions and transaction costs), that exceed, in the aggregate, 1.10% per annum of the Fund's average daily net asset value. The Fund has contractually undertaken to reimburse NB Management for the excess expenses paid by NB Management, provided the reimbursements do not cause total operating expenses (exclusive of taxes, interest, brokerage commissions, transaction costs and extraordinary expenses) to exceed an annual rate of 1.10%; and the reimbursements are made within three years after the year in which NB Management incurred the expense.

For the year ended December 31, 2006, NB Management reimbursed the Fasciano Portfolio $131,004, the Guardian (Class S) Portfolio $17, the High Income Portfolio $104,871, the International Portfolio $198,935, and the Socially Responsive (Class S) Portfolio $12,254. For the year ended December 31, 2005, NB Management reimbursed the Fasciano Portfolio $120,637, the Guardian Portfolio $61, the High Income Portfolio $90,516, the International Portfolio $103,834, the Regency Portfolio $954 and the Socially Responsive Portfolio $12,100. For the year ended December 31, 2004, NB Management reimbursed the Fasciano Portfolio $108,225 and the Socially Responsive Portfolio $54,057.

For the year ended December 2006, Regency (Class S) Portfolio and Socially Responsive (Class I) Portfolio reimbursed NB Management $954 and $123,662, respectively.

SUB-ADVISERS

NB Management retains Neuberger Berman, 605 Third Avenue, New York, NY 10158-3698, as a sub-adviser with respect to the Balanced, Fasciano, Growth, Guardian, International, International Large Cap, Mid-Cap Growth, Partners, Real Estate, Regency and Socially Responsive Portfolios, pursuant to a sub-advisory agreement dated November 3, 2003 ("Sub-Advisory Agreement"), and Lehman Brothers Asset Management, 200 South Wacker Drive, Suite 2100, Chicago, IL 60601, as sub-adviser with respect to the High Income Bond and Short Duration Bond Portfolios, pursuant to a sub-advisory agreement dated November 3, 2003 and an assignment and assumption agreement dated May 1, 2007 (both Neuberger Berman and Lehman Brothers Asset Management are referred to collectively as "Sub-Advisers" and individually as "Sub-Adviser", as applicable, and both sub-advisory agreements collectively, the "Sub-Advisory Agreements"). Prior to May 1, 2007, Neuberger Berman served as sub-adviser to each Fund.

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

The Sub-Advisory Agreements continue with respect to each Fund until October 31, 2007, and are renewable from year to year thereafter, subject to approval of their continuance in the same manner as the Management Agreement. The Sub-Advisory Agreements are subject to termination, without penalty, with respect to each Fund by the Trustees, or by a 1940 Act majority vote of the outstanding shares of that Fund, by NB Management, by Neuberger Berman or by Lehman Brothers Asset Management on not less than 30 nor more than 60 days' prior written notice to the appropriate Fund. The Sub-Advisory Agreements also terminate automatically with respect to each Fund if they are assigned or if the Management Agreement terminates with respect to that Fund.

MANAGEMENT AND CONTROL OF NB MANAGEMENT, NEUBERGER BERMAN AND LEHMAN BROTHERS

ASSET MANAGEMENT

NB Management, Neuberger Berman and Lehman Brothers Asset Management are wholly owned by Lehman Brothers Holdings Inc. ("Lehman") a publicly-owned holding company. The directors, officers and/or employees of NB Management and Neuberger Berman Inc., who are deemed "control persons," all of whom have offices at the same address as NB Management and Neuberger Berman, are: Kevin Handwerker, Jeffrey B. Lane, Jack L. Rivkin, and Peter E. Sundman. Mr. Sundman and Mr. Rivkin are Trustees and officers of the Trust. The directors, officers and/or employees of Lehman Brothers Asset Management who are deemed

"control persons," all of whom have offices at the same address as Lehman Brothers Asset Management, are: Joseph Amato, Richard W. Knee, Lori A. Loftus and Bradley C. Tank. The directors, officers and/or employees of Neuberger Berman who are deemed "control persons," all of whom have offices at the same address as Neuberger Berman are: Peter Sundman and Robert Traversa.

Lehman is one of the leading global investment banks serving the financial needs of corporations, governments and municipalities, institutional clients, and high-net-worth individuals worldwide. Founded in 1850, Lehman maintains leadership positions in equity and fixed income sales, trading and research, investment banking, private equity, and private client services. The firm is headquartered in New York, London, and Tokyo and operates in a network of offices around the world. Lehman's address is 745 Seventh Avenue, New York, New York 10019.

INVESTMENT COMPANIES ADVISED

The investment decisions concerning each Fund and the other registered investment companies managed by NB Management (collectively, "Other NB Funds") have been and will continue to be made independently of one another. In terms of their investment objectives, most of the Other NB Funds differ from the Funds. Even where the investment objectives are similar, however, the methods used by the Other NB Funds and the Funds to achieve their objectives may differ. The investment results achieved by all of the registered investment companies managed by NB Management have varied from one another in the past and are likely to vary in the future.

There may be occasions when a Fund and one or more of the Other NB Funds or other accounts managed by Neuberger Berman or Lehman Brothers Asset Management are contemporaneously engaged in purchasing or selling the same securities from or to third parties. When this occurs, the transactions are averaged as to price and allocated, in terms of amount, in accordance with a formula considered to be equitable to the funds involved. Although in some cases this arrangement may have a detrimental effect on the price or volume of the securities as to a Fund, in other cases it is believed that a Fund's ability to participate in volume transactions may produce better executions for it. In any case, it is the judgment of the Trustees that the desirability of each Fund having its advisory arrangements with NB Management and Neuberger Berman or Lehman Brothers Asset Management outweighs any disadvantages that may result from contemporaneous transactions.

The Funds are subject to certain limitations imposed on all advisory clients of Neuberger Berman or Lehman Brothers Asset Management, as applicable, including the Funds, the Other NB Funds and other managed accounts, and personnel of Neuberger Berman and Lehman Brothers Asset Management and their affiliates. These include, for example, limits that may be imposed in certain industries or by certain companies, and policies of NB Management, Neuberger Berman and Lehman Brothers Asset Management that limit the aggregate purchases, by all accounts under management, of the outstanding shares of public companies.

DISTRIBUTION ARRANGEMENTS

Balanced, Growth, Partners and Short Duration Bond Portfolios offer one class of shares designated as Class I shares. Fasciano, High Income Bond, International, International Large Cap and Real Estate Portfolios offer one Class of shares designated as Class S shares. The International Portfolio is closed to new participating life insurance companies and qualified pension and retirement plans, and is only offered to life insurance companies and qualified plans that participated in the Fund since July 31, 2006. Guardian, Mid-Cap Growth, Regency and Socially Responsive Portfolios offer two classes of shares designated as Class I and Class S shares.

DISTRIBUTOR

NB Management serves as the distributor ("Distributor") in connection with the offering of each Fund's Class I shares on a no-load basis. Class S shares are sold with a 0.25% distribution (12b-1) fee.

In connection with the sale of its shares, each Fund has authorized the Distributor to give only the information, and to make only the statements and representations, contained in the Prospectuses and this SAI or that properly may be included in sales literature and advertisements in accordance with the 1933 Act, the 1940 Act, and applicable rules of self-regulatory organizations. Sales may be made only by a Prospectus, which may be delivered personally, through the mails, or by electronic means. The Distributor is each Fund's "principal underwriter" within the meaning of the 1940 Act and, as such, acts as agent in arranging for the sale of each Fund's shares without sales commission or other compensation (except for Class S) and bears all advertising and promotion expenses incurred in the sale of the Funds' shares. Shares of the Funds are continuously offered to variable annuity contracts or variable life insurance policies issued by participating insurance companies.

The Trust, on behalf of each Fund, and the Distributor are parties to a Distribution Agreement with respect to Balanced, Growth, Guardian (Class I), Mid-Cap Growth (Class I), Partners, Regency (Class I), Short Duration Bond and Socially Responsive (Class I) Portfolios and a Distribution and Shareholder Services Agreement with respect to Fasciano, Guardian (Class S), High Income Bond, International, International Large Cap, Mid-Cap Growth (Class S), Real Estate, Regency (Class S) and Socially Responsive (Class S) Portfolios. The Distribution Agreement and the Distribution and Shareholder Services Agreement ("Distribution Agreements") are dated November 3, 2003 and continue until October 31, 2007. The Distribution Agreements may be renewed annually thereafter if specifically approved by (1) the vote of a majority of the Trustees or a 1940 Act majority vote of the Fund's outstanding shares and (2) the vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement may be terminated by either party and will automatically terminate on its assignment, in the same manner as the Management Agreement and the Sub-Advisory Agreement.

A. Distribution Plan (Class I)

Balanced, Growth, Guardian, Mid-Cap Growth, Partners, Regency, Short Duration Bond and Socially Responsive Portfolios are subject to a Distribution Plan. The Distribution Plan provides that the administration fee received by NB Management from each of the Funds may be used by NB Management to reimburse itself for expenses incurred in connection with the offering of a Fund's shares. Specifically, NB Management may reimburse itself for the expenses of printing and distributing any prospectuses, reports and other literature used by NB Management, and for advertising, and other promotional activities.

Under the Distribution Plan no separate payment is required by a Fund, it being recognized that each Fund presently pays, and will continue to pay, an administration fee to NB Management. To the extent that any payments made by a Fund to NB Management, including payment of administration fees, should be deemed to be indirect financing of any activity primarily intended to result in the sale of shares of a Fund within the context of Rule 12b-1 under the 1940 Act, those payments are authorized under the Distribution Plan.

The Distribution Plan requires that NB Management provide the Trustees for their review a quarterly written report identifying the amounts expended by each Fund and the purposes for which such expenditures were made.

Prior to approving the Distribution Plan, the Trustees considered various factors relating to the implementation of the Distribution Plan and determined that there is a reasonable likelihood that the Distribution Plan will benefit the Funds and their shareholders. To the extent the Distribution Plan allows the Funds to penetrate markets to which they would not otherwise have access, the Distribution Plan may result in additional sales of Fund shares; this, in turn, may enable the Funds to achieve economies of scale that could reduce expenses.

The Distribution Plan continues until May 1, 2008. The Distribution Plan is renewable thereafter from year to year with respect to each Fund, so long as its continuance is approved at least annually (1) by the vote of a majority of the Trustees and (2) by a vote of the majority of those Independent Trustees who have no direct or indirect financial interest in the Distribution Agreement or the Trust's plans pursuant to Rule 12b-1 under the 1940 Act ("Rule 12b-1 Trustees"), cast in person at a meeting called for the purpose of voting on such approval. The Distribution Plan may not be amended to (i) authorize direct payments by a Fund to finance any activity primarily intended to result in the sale of shares of that Fund or (ii) increase materially the amount of fees paid by any class of any Fund thereunder unless such amendment is approved by a 1940 Act majority vote of the outstanding shares of the class and by the Trustees in the manner described above. The Plan is terminable with respect to a class of a Fund at any time by a vote of a majority of the Rule 12b-1 Trustees or by a 1940 Act majority vote of the outstanding shares in the class.

B. Distribution and Shareholder Services Plan (Class S)

Fasciano, Guardian, High Income Bond, International, International Large Cap, Mid-Cap Growth, Real Estate, Regency and Socially Responsive Portfolios are subject to a Distribution and Shareholder Services Plan (the "Plan"). The Plan provides that Fasciano,

Guardian, High Income Bond, International, International Large Cap, Mid-Cap Growth, Real Estate, Regency and Socially Responsive Portfolios will compensate NB Management for administrative and other services provided to the Funds, its activities and expenses related to the sale and distribution of Class S shares, and ongoing services to Class S investors in the Funds. Under the Plan, NB Management receives from the Funds a fee at the annual rate of 0.25% of that Fund's average daily net assets attributable to Class S shares (without regard to expenses incurred by Class S shares). NB Management may pay up to the full amount of this fee to third parties that make available Fund shares and/or provide services to the Fund's and their Class S shareholders. The fee paid to a third party is based on the level of such services provided. Third parties may use the payments for, among other purposes, compensating employees engaged in sales and/or shareholder servicing.

Services may include: teleservicing support in connection with the Funds; delivery and responding to inquires with regard to Fund prospectuses and/or SAIs, reports, notices, proxies and proxy statements and other information respecting the Funds (but not including services paid for by the Trust such as printing and mailing); facilitation of the tabulation of Variable Contract owners' votes in the event of a meeting of Trust shareholders; maintenance of Variable Contract records reflecting shares purchased and redeemed and share balances, and the conveyance of that information to the Trust, or its transfer agent as may be reasonably requested; provision of support services including providing information about the Trust and its Funds and answering questions concerning the Trust and its Funds, including questions respecting Variable Contract owners' interests in one or more Funds; provision and administration of Variable Contract features for the benefit of Variable Contract owners participating in the Trust including fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; and provision of other services as may be agreed upon from time to time.

The amount of fees paid by the Funds during any year may be more or less than the cost of distribution and other services provided to that Fund and its investors. NASD rules limit the amount of annual distribution and service fees that may be paid by a mutual fund and impose a ceiling on the cumulative distribution fees paid. The Plan complies with these rules.

The Plan requires that NB Management provide the Trustees for their review a quarterly written report identifying the amounts expended by each Fund and the purposes for which such expenditures were made.

Prior to approving the Plan, the Trustees considered various factors relating to the implementation of the Plan and determined that there is a reasonable likelihood that the Plan will benefit the Funds and their shareholders. To the extent the Plan allows the Funds to penetrate markets to which they would not otherwise have access, the Plan may result in additional sales of Fund shares; this, in turn, may enable the Funds to achieve economies of scale that could reduce expenses. In addition, certain on-going shareholder services may be provided more effectively by institutions with which shareholders have an existing relationship.

The Plan continues until May 1, 2008. The Plan is renewable thereafter from year to year with respect to each Fund, so long as its continuance is approved at least annually (1) by the vote of a majority of the Trustees and (2) by a vote of the majority of the Rule 12b-1 Trustees, cast in

person at a meeting called for the purpose of voting on such approval. The Plan may not be amended to increase materially the amount of fees paid by any class of any Fund thereunder unless such amendment is approved by a 1940 Act majority vote of the outstanding shares of the class and by the Trustees in the manner described above. The Plan is terminable with respect to a class of a Fund at any time by a vote of a majority of the Rule 12b-1 Trustees or by a 1940 Act majority vote of the outstanding shares in the class.

The Table below sets forth the amount of fees accrued for the fund indicated below:

                The Funds                       2006         2005         2004
------------------------------------------   ----------   ----------   ----------
Fasciano Portfolio S Class                   $   55,091   $   43,922   $   23,460
Guardian Portfolio S Class                   $    2,164   $      864   $      502
Real Estate Portfolio S Class*                       --           --           --
Mid-Cap Growth Portfolio  S Class            $   77,387   $   46,682   $   25,024
International Portfolio S Class**            $  312,138   $    5,995           --
International Large Cap Portfolio S Class*           --           --           --
High Income Bond Portfolio S Class***        $   11,319   $    8,522   $    2,239
Regency Portfolio S Class**                  $   44,106   $    2,821           --
Socially Responsive Portfolio S Class****    $  120,503           --           --

* Had not commenced operations as of December 31, 2006.

** Commenced operations on April 29, 2005.

*** Commenced operations on September 15, 2004.

**** Period from May 1, 2006 (commencement of operations) to December 31, 2006.

From time to time, one or more of the Funds may be closed to new investors. Because the Plan pays for ongoing shareholder and account services, the Board may determine that it is appropriate for a Fund to continue paying 12b-1 fee, even though the Fund is closed to new investors.

REVENUE SHARING (All Funds)

NB Management and/or its affiliates may pay additional compensation and/or provide incentives (out of their own resources and not as an expense of the Funds) to certain brokers, dealers, or other financial intermediaries ("Financial Intermediaries") in connection with the sale, distribution, retention and/or servicing of Fund shares ("revenue sharing payments").

Such payments are intended to provide additional compensation to Financial Intermediaries for various services, including without limitation, participating in joint advertising with a Financial Intermediary, granting NB Management personnel reasonable access to a

Financial Intermediary's financial advisers and consultants, and allowing NB Management personnel to attend conferences. NB Management and its affiliates may make other payments or allow other promotional incentives to Financial Intermediaries to the extent permitted by SEC and NASD rules and by other applicable laws and regulations.

In addition, NB Management may pay for: placing the Funds on the Financial Intermediary's sales system, preferred or recommended fund list, providing periodic and ongoing education and training of Financial Intermediary personnel regarding the Funds; disseminating to Financial Intermediary personnel information and product marketing materials regarding the Funds; explaining to clients the features and characteristics of the Funds; conducting due diligence regarding the Funds; providing reasonable access to sales meetings, sales representatives and management representatives of a Financial Intermediary; and furnishing marketing support and other services. Additional compensation also may include non-cash compensation, financial assistance to Financial Intermediaries in connection with conferences, seminars for the public and advertising campaigns, technical and systems support and reimbursement of ticket charges (fees that a Financial Intermediary charges its representatives for effecting transactions in Fund shares) and other similar charges.

The level of revenue sharing payments made to Financial Intermediaries may be a fixed fee or based upon one or more of the following factors:
reputation in the industry, ability to attract and retain assets, target markets, customer relationships, quality of service, gross sales, current assets and/or number of accounts of the Fund attributable to the Financial Intermediary, the particular Fund or fund type or other measures as agreed to by NB Management and/or their affiliates and the Financial Intermediaries or any combination thereof. The amount of these payments is determined at the discretion of NB Management and/or its affiliates from time to time, may be substantial, and may be different for different Financial Intermediaries based on, for example, the nature of the services provided by the Financial Intermediary.

Receipt of, or the prospect of receiving, this additional compensation, may influence a Financial Intermediary's recommendation of the Funds or of any particular share class of the Funds. These payment arrangements, however, will not change the price that an investor pays for Fund shares or the amount that a Fund receives to invest on behalf of an investor and will not increase Fund expenses. You should review your Financial Intermediary's compensation disclosure and/or talk to your Financial Intermediary to obtain more information on how this compensation may have influenced your Financial Intermediary's recommendation of a Fund.

In addition to the compensation described above, the Funds and/or NB Management may pay fees to Financial Intermediaries and their affiliated persons for maintaining Fund share balances and/or for subaccounting, administrative or transaction processing services related to the maintenance of accounts for retirement and benefit plans and other omnibus accounts ("subaccounting fees"). Such subaccounting fees paid by the Funds may differ depending on the Fund and are designed to be equal to or less than the fees the Funds would pay to their transfer agent for similar services. Because some subaccounting fees are directly related to the number of accounts and assets for which a Financial Intermediary provides services, these fees will increase with the success of the Financial Intermediary's sales activities.

NB Management and its affiliates are motivated to make the payments described above since they promote the sale of Fund shares and the retention of those investments by clients of Financial Intermediaries. To the extent Financial Intermediaries sell more shares of the Funds or retain shares of the Funds in their clients' accounts, NB Management and/or its affiliates benefit from the incremental management and other fees paid to NB Management and/or its affiliates by the Funds with respect to those assets.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Share Prices and Net Asset Value

Each Fund's shares are bought or sold at a price that is the Fund's NAV per share. The NAV for each Fund is calculated by subtracting total liabilities from total assets. Each Fund's per share NAV is calculated by dividing its NAV by the number of shares outstanding and rounding the result to the nearest full cent. Each Fund calculates its NAV as of the close of regular trading on the NYSE, usually 4 p.m. Eastern time, on each day the NYSE is open.

The Equity Funds (except International and International Large Cap Portfolios) value securities (including options) listed on the NYSE, the American Stock Exchange or other national securities exchanges or quoted on NASDAQ, and other securities for which market quotations are readily available, at the last reported sale price on the day the securities are being valued. Securities traded primarily on the Nasdaq Stock Market are normally valued by the Funds at the Nasdaq Official Closing Price ("NOCP") provided by Nasdaq each business day. The NOCP is the most recently reported price as of 4:00:02 p.m., Eastern time, unless the price is outside the range of the "inside" bid and asked prices (i.e., the bid and asked prices that dealers quote to each other when trading for their own accounts); in that case, Nasdaq will adjust the price to equal the inside bid or asked price, whichever is closer. Because of delays in reporting trades, the NOCP may not be based on the price of the last trade to occur before the market closes.

If there is no reported sale of such a security on a particular day, the security is valued at the mean between its closing bid and asked prices on that day. These Funds value all other securities and assets, including restricted securities, by a method that the Trustees believe accurately reflects fair value.

International and International Large Cap Portfolios value equity securities at the last reported sale price on the principal exchange or in the principal over-the-counter market in which such securities are traded, as of the close of regular trading on the NYSE on the day the securities are being valued or, if there are no sales, at the last available bid price on that day. Debt obligations are valued at the last available bid price for such securities or, if such prices are not available, at prices for securities of comparable maturity, quality, and type. Foreign securities are translated from the local currency into U.S. dollars using current exchange rates. The Fund values all other types of securities and assets, including restricted securities and securities for which market quotations are not readily available, by a method that the Trustees believe accurately reflects fair value.

International and International Large Cap Portfolios' securities are traded primarily in foreign markets which may be open on days when the NYSE is closed. As a result, the NAV of the International or International Large Cap Portfolio may be significantly affected on days when shareholders have no access to that Fund. Similarly, as discussed above under "Investment Information - Additional Investment Information - Foreign Securities," other Funds may invest to varying degrees in securities traded primarily in foreign markets, and their share prices may also be affected on days when shareholders have no access to the Funds.

If, after the close of the principal market on which a foreign security is traded, and before the time the Fund's securities are priced that day, an event occurs and, as a result, the closing price of a foreign security is not deemed to be reliable, based on review of closing prices conducted under the Fund's procedures, or if, under the Fund's procedures, the closing price of a foreign security is no longer deemed reliable, the foreign security would be valued at "fair market value" as determined in accordance with procedures and methodologies approved by the Fund's Board of Trustees. In determining the fair value of securities, the Fund may consider available information including information that becomes known after the time of the close of the principal market on which a foreign security is traded, and the values that are determined will be deemed to be the price as of the time of the close of the NYSE. The Fund has retained a statistical research service to assist in determining the fair value of foreign securities. This service utilizes statistics and programs based on historical performance of markets and other economic data, and fair values determined with the assistance of the service will be based on the data utilized by the service. Events referred to above may include circumstances in which the value of the U.S. markets changes by a percentage deemed significant. Under the 1940 Act, funds and their boards are required to act in good faith in determining the fair value of portfolio securities. The SEC has recognized that a security's valuation may differ depending on the method used for determining value. The fair value ascertained for a security is an estimate and there is no assurance, given the limited information available at the time of fair valuation, that a security's fair value will be the same as or close to the price a Fund could obtain if it were to dispose of the security at the time of the close of the subsequent opening market price for that security.

The Fund's foreign security prices are furnished by independent quotation services and expressed in local currency values. Foreign security prices are translated from the local currency into U.S. dollars using the exchange rate as of 4:00 p.m., Eastern time (12:00 noon, Eastern time, for High Income Bond and Short Duration Bond Portfolios). The Board has approved the use of FT Interactive Data Corporation ("FT Interactive") to assist in determining the fair value of the Fund's foreign equity securities in the wake of certain significant events. Specifically, when changes in the value of a certain index suggest that the closing prices on the foreign exchange no longer represent the amount that the Fund could expect to receive for the securities. FT Interactive will provide adjusted prices for certain foreign equity securities using a statistical analysis of historical correlations of multiple factors.

Income Funds value their securities on the basis of bid quotations from independent pricing services or principal market makers, or, if quotations are not available, by a method that the Trustees believe accurately reflects fair value. The Funds periodically verify valuations provided by the pricing services. Short-term securities with remaining maturities of less than 60 days may be valued at cost which, when combined with interest earned, approximates market value.

Each Fund calculates its NAV as of the close of regular trading on the NYSE, usually 4:00 p.m. Eastern time, on each day the NYSE is open.

If NB Management believes that the price of a security obtained under a Fund's valuation procedures (as described above) does not represent the amount that the Fund reasonably expects to receive on a current sale of the security, the Fund will value the security based on a method that the Trustees believe accurately reflects fair value.

Suspension of Redemptions

The right to redeem a Fund's shares may be suspended or payment of the redemption price postponed (1) when the NYSE is closed, (2) when trading on the NYSE is restricted, (3) when an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for that Fund fairly to determine the value of its net assets, or (4) for such other period as the SEC may by order permit for the protection of a Fund's shareholders. Applicable SEC rules and regulations shall govern as to whether the conditions prescribed in (2) or (3) exist. If the right of redemption is suspended, shareholders may withdraw their offers of redemption or they will receive payment at the NAV per share in effect at the close of business on the first day the NYSE is open ("Business Day") after termination of the suspension.

As noted in the Funds' prospectuses, each Fund prices its shares as of the close of regular trading on the NYSE, which is normally 4:00 p.m.. The NYSE may occasionally close early, e.g. on the eve of a major holiday or because of a local emergency, such as a blizzard. On those days, the Funds will generally price their shares as of the earlier close time.

Redemptions in Kind

Each Fund reserves the right, under certain conditions, to honor any request for redemption (or a combination of requests from the same shareholder in any 90-day period) exceeding $250,000 or 1% of the net assets of the Fund, whichever is less, by making payment in whole or in part in securities valued as described under "Share Prices and Net Asset Value" in the Prospectuses. Further, each Fund may make payment in whole or in part in securities if a redeeming shareholder so requests. If payment is made in securities, a shareholder or institution generally will incur brokerage expenses or other transaction costs in converting those securities into cash and will be subject to fluctuation in the market prices of those securities until they are sold. The Funds do not redeem in kind under normal circumstances, but may do so in the circumstances described above in accordance with procedures adopted by the Board of Trustees.

Market Timing

As noted in the Funds' prospectuses, the exchange privilege can be withdrawn from any investor that is believed to be "timing the market" or is otherwise making exchanges judged to be excessive. Frequent exchanges can interfere with Fund management and affect costs and performance for other shareholders. Under certain circumstances, the Funds reserve the right to reject any exchange or investment order; or change, suspend or revoke the exchange privilege.

Although NB Management monitors for excessive short-term trading activity, the ability to monitor trades that are placed by variable contract owners and qualified plan participants is severely limited. Monitoring and discouraging market timing and excessive trading may require the cooperation of insurance companies or qualified plan administrators, which cannot be assured. Accordingly, there can be no assurance that the Funds or NB Management will eliminate all excessive short-term trading or prevent all harm that might be caused by such trading.

DIVIDENDS AND OTHER DISTRIBUTIONS

Each Fund distributes to its shareholders (primarily insurance company separate accounts and Qualified Plans) substantially all of its share of its net investment income, any net realized capital gains and any net realized gains from foreign currency transactions, if any, earned or realized by it. Each Fund calculates its net investment income and NAV as of the close of regular trading on the NYSE (usually 4:00 p.m. Eastern time) on each Business Day. A Fund's net investment income consists of all income accrued on portfolio assets less accrued expenses, but does not include net realized or unrealized capital and foreign currency gains or losses. Net investment income and net gains and losses are reflected in a Fund's NAV until they are distributed. With respect to each Fund, dividends from net investment income and distributions of net realized capital gains and net realized gains from foreign currency transactions, if any, normally are paid once annually, in October.

ADDITIONAL TAX INFORMATION

Set forth below is a discussion of certain U.S. federal income tax issues concerning the Funds and the purchase, ownership, and disposition of Fund shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to shareholders in light of their particular circumstances. This discussion is based upon present provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. Prospective investors should consult their own tax advisers with regard to the federal tax consequences of the purchase, ownership, or disposition of Fund shares, as well as the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction.

TAXATION OF EACH FUND

Subchapter M

To continue to qualify for treatment as a RIC under the Code, each Fund must distribute to its shareholders for each taxable year at least 90% of its investment company taxable income (consisting generally of net investment income, net short-term capital gain, and, with respect to all Funds, net gains from certain foreign currency transactions) ("Distribution Requirement") and must meet several additional requirements. With respect to each Fund, these requirements include the following: (1) the Fund must derive at least 90% of its gross income each taxable year from dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of stock, securities or foreign currencies, net income derived from an interest

in a qualified publicly traded partnership, or other income (including gains from options, futures, and forward contracts (collectively, "Hedging Instruments")) derived with respect to its business of investing in such stock, securities or currencies ("Income Requirement"); and (2) at the close of each quarter of the Fund's taxable year, (i) at least 50% of the value of its total assets must be represented by cash and cash items, U.S. Government securities, securities of other RICs and other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of the Fund's total assets and that does not represent more than 10% of the issuer's outstanding voting securities, and (ii) not more than 25% of the value of its total assets may be invested in securities (other than U.S. Government securities or securities of other RICs) of any one issuer, of two or more issuers which the Fund controls and which are determined to be engaged in the same or similar trades or business, or of one or more qualified publicly traded partnerships (together with the 50% requirement, the "Diversification Requirement").

Each Fund intends to satisfy the Distribution Requirement, the Income Requirement, and the Diversification Requirement. If a Fund failed to qualify for treatment as a RIC for any taxable year, it would be taxed on the full amount of its taxable income for that year without being able to deduct the distributions it makes to its shareholders and the shareholders would treat all those distributions, including distributions of net capital gain (the excess of net long-term capital gain over net short-term capital loss), as dividends (that is, ordinary income) to the extent of the Fund's earnings and profits. In addition, if a Fund failed to qualify for treatment as a RIC for any taxable year, the diversification requirements under section 817(h) discussed below would fail to be satisfied for variable contracts for which such fund is an underlying asset.

A Fund will be subject to a nondeductible 4% excise tax ("Excise Tax") to the extent it fails to distribute by the end of any calendar year substantially all of its ordinary income for that year and capital gain net income for the one-year period ending on October 31 of that year, plus all income and capital gains (if any) from prior years. The excise tax generally does not apply to any regulated investment company whose shareholders are solely either tax-exempt pension trusts or separate accounts of life insurance companies funding variable contracts. Although the Funds may not be subject to the Excise Tax, to avoid application of the Excise Tax, the Funds intend to make distributions in accordance with the calendar year requirement.

A distribution will be treated as paid on December 31 of a calendar year if it is declared by a Fund in October, November or December of that year with a record date in such a month and paid by the Fund during January of the following year.

Section 817(h)

The Funds serve as the underlying investments for variable annuity contracts and variable life insurance policies ("Variable Contracts") issued through separate accounts of the life insurance companies which may or may not be affiliated. Section 817(h) of the Code imposes certain diversification standards on the underlying assets of segregated asset accounts that fund contracts such as the Variable Contracts (that is, the assets of the Funds), which are in addition to the diversification requirements imposed on the Funds by the 1940 Act and Subchapter M of the Code. Failure to satisfy those standards may result in imposition of Federal income tax on a Variable Contract owner with respect to the increase in the value of the Variable Contract. Section 817(h)(2) provides that a segregated asset account that funds contracts such as the

Variable Contracts is treated as meeting the diversification standards if, as of the close of each calendar quarter, the assets in the account meet the diversification requirements for a regulated investment company and no more than 55% of those assets consist of cash, cash items, U.S. Government securities and securities of other regulated investment companies.

The Treasury Regulations amplify the diversification standards set forth in Section 817(h) and provide an alternative to the provision described above. Under the regulations, an investment portfolio will be deemed adequately diversified if (i) no more than 55% of the value of the total assets of the Fund is represented by any one investment; (ii) no more than 70% of such value is represented by any two investments; (iii) no more than 80% of such value is represented by any three investments; and (iv) no more than 90% of such value is represented by any four investments. For purposes of these Regulations all securities of the same issuer are treated as a single investment, but each United States government agency or instrumentality shall be treated as a separate issuer.

For purposes of these diversification tests, a segregated asset account investing in shares of a regulated investment company will be entitled to "look through" the regulated investment company to its pro rata portion of the regulated investment company's assets, provided that the shares of such regulated investment company are generally held only be segregated asset accounts of insurance companies and certain fund managers in connection with the creation or management of the Fund (a "Closed Fund").

If the segregated asset account upon which a variable contract is based is not "adequately diversified" under the foregoing rules for each calendar quarter, then (a) the variable contract is not treated as a life insurance contract or annuity contract under the Code for all subsequent periods during which such account is not "adequately diversified" and (b) the holders of such contract must include as ordinary income, "the income on the contract" for each taxable year. Further, the income on a life insurance contract for all prior taxable years is treated as received or accrued during the taxable year of the policyholder in which the contract ceases to meet the definition of a "life insurance contract" under the Code. The "income on the contract" is generally the excess of (i) the sum of the increase in the net surrender value of the contract during the taxable year and the cost of the life insurance protection provided under the contract during the year, over (ii) the premiums paid under the contract during the taxable year. In addition, if a Fund does not constitute a Closed Fund, the holders of the contracts and annuities which invest in the Fund through a segregated asset account may be treated as owners of Portfolio shares and may be subject to tax on distributions made by the Fund.

Each Fund will be managed with the intention of complying with these diversification requirements. It is possible that in order to comply with these requirements less desirable investment decisions may be made which would affect the investment performance of a Fund.

Tax Aspects of the Investments of the Funds

Dividends, interest, and in some cases, capital gains received by a Fund may be subject to income, withholding, or other taxes imposed by foreign countries and U.S. possessions that would reduce the yield and/or total return on its securities. Tax conventions between certain countries and the United States may reduce or eliminate these foreign taxes, however, and many

foreign countries do not impose taxes on capital gains in respect of investments by foreign investors.

The Equity Funds may invest in the stock of "passive foreign investment companies" ("PFICs"). A PFIC is any foreign corporation (with certain exceptions) that, in general, meets either of the following tests: (1) at least 75% of its gross income is passive; or (2) an average of at least 50% of its assets produce, or are held for the production of, passive income. Under certain circumstances, if a Fund holds stock of a PFIC, it will be subject to federal income tax on a portion of any "excess distribution" received on the stock as well as gain on disposition of the stock (collectively, "PFIC income"), plus interest thereon, even if the Fund distributes the PFIC income as a taxable dividend to its shareholders. The balance of the PFIC income will be included in the Fund's investment company taxable income and, accordingly, will not be taxable to it to the extent it distributes that income to its shareholders (assuming the Fund qualifies as a regulated investment company).

In general, under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the Fund held the PFIC shares. A Fund will itself be subject to tax on the portion, if any, of an excess distribution that is so allocated to prior Fund taxable years and an interest factor will be added to the tax, as if the tax had been payable in such prior taxable years. Certain distributions from a PFIC as well as gain from the sale of PFIC shares are treated as excess distributions. Excess distributions are characterized as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gain.

If a Fund invests in a PFIC and elects to treat the PFIC as a qualified electing fund ("QEF"), then in lieu of incurring the foregoing tax and interest obligation, the Fund would be required to include in income each year its pro rata share of the Fund's pro rata share of the QEF's annual ordinary earnings and net capital gain (the excess of net long-term capital gain over net short-term capital loss) -- which most likely would have to be distributed by the Fund to satisfy the Distribution Requirement and avoid imposition of the excise tax -- even if those earnings and gain were not received by the Fund from the QEF. In most instances it will be very difficult, if not impossible, to make this election because of certain requirements thereof.

A holder of stock in a PFIC generally may elect to include in ordinary income for each taxable year the excess, if any, of the fair market value of the stock over its adjusted basis as of the end of that year. Pursuant to the election, a deduction (as an ordinary, not capital, loss) also would be allowed for the excess, if any, of the holder's adjusted basis in PFIC stock over the fair market value thereof as of the taxable year-end, but only to the extent of any net mark-to-market gains with respect to that stock included in income for prior taxable years under the election. The adjusted basis in each PFIC's stock subject to the election would be adjusted to reflect the amounts of income included and deductions taken thereunder. Any gain on the sale of PFIC stock subject to a mark-to-market election would be treated as ordinary income.

The use by the Funds of hedging strategies, such as writing (selling) and purchasing futures contracts and options and entering into forward contracts, involves complex rules that will determine for income tax purposes the amount, character and timing of recognition of the gains and losses they realize in connection therewith. Gains from the disposition of foreign

currencies (except certain gains that may be excluded by future regulations), and gains from Hedging Instruments derived by a Fund with respect to its business of investing in securities or foreign currencies, will generally qualify as permissible income under the Income Requirement.

Exchange-traded futures contracts, certain options, and certain forward contracts constitute "Section 1256 Contracts." Section 1256 Contracts are required to be "marked-to-market" (that is, treated as having been sold at market value) for federal income tax purposes at the end of a Fund's taxable year. Sixty percent of any net gain or loss recognized as a result of these "deemed sales" and 60% of any net realized gain or loss from any actual sales of
Section 1256 contracts are treated as long-term capital gain or loss, and the remainder is treated as short-term capital gain or loss. Section 1256 contracts also may be marked-to-market for purposes of the excise tax. These rules may operate to increase the amount that a Fund must distribute to satisfy the Distribution Requirement, which will be taxable to the shareholders as ordinary income, and to increase the net capital gain recognized by the Fund, without in either case increasing the cash available to the Fund. A Fund may elect to exclude certain transactions from the operation of section 1256, although doing so may have the effect of increasing the relative proportion of net short-term capital gain (taxable as ordinary income) and/or increasing the amount of dividends that such Fund must distribute to meet the Distribution Requirement and to avoid imposition of the excise tax.

Transactions in options, futures and forward contracts undertaken by a Fund may result in "straddles" for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by the Fund, and losses realized by the Fund on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. In addition, certain carrying charges (including interest expense) associated with positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that each Fund may make with respect to its straddle positions may also affect the amount, character and timing of the recognition of gains or losses from the affected positions.

Because only a few regulations implementing the straddle rules have been promulgated, the consequences of such transactions to each Fund are not entirely clear. The straddle rules may increase the amount of short-term capital gain realized by each Fund, which is taxed as ordinary income when distributed to shareholders. Because application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which must be distributed to shareholders as ordinary income or long-term capital gain may be increased or decreased substantially as compared to a fund that did not engage in such transactions.

Section 988 of the Code also may apply to forward contracts and options on foreign currencies. Under section 988 each foreign currency gain or loss generally is computed separately and treated as ordinary income or loss. In the case of overlap between section 1256 and 988, special provisions determine the character and timing of any income, gain or loss.

When a covered call option written (sold) by a Fund expires, it realizes a short-term capital gain equal to the amount of the premium it received for writing the option. When a Fund terminates its obligations under such an option by entering into a closing transaction, it realizes a

short-term capital gain (or loss), depending on whether the cost of the closing transaction is less (or more) than the premium it received when it wrote the option. When a covered call option written by a Fund is exercised, the Fund is treated as having sold the underlying security, producing long-term or short-term capital gain or loss, depending on the holding period of the underlying security and whether the sum of the option price received on the exercise plus the premium received when it wrote the option is more or less than the basis of the underlying security.

If a Fund has an "appreciated financial position" -- generally, an interest (including an interest through an option, futures or forward contract, or short sale) with respect to any stock, debt instrument (other than "straight debt"), or partnership interest the fair market value of which exceeds its adjusted basis -- and enters into a "constructive sale" of the same or substantially similar property, the Fund will be treated (unless certain exceptions apply) as having made an actual sale thereof, with the result that gain will be recognized at that time. A constructive sale generally consists of a short sale, an offsetting notional principal contract (e.g., a swap contract), or a futures or forward contract entered into by a Fund or a related person with respect to the same or substantially similar property. In addition, if the appreciated financial position is itself a short sale or such a contract, acquisition of the underlying property or substantially identical property will be deemed a constructive sale.

Gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues income or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of the foreign currency between the acquisition and disposition of the position also are treated as ordinary gain or loss. These gains and losses, referred to under the Code as "Section 988" gains or losses, increase or decrease the amount of the Fund's investment company taxable income available to be distributed to its shareholders as ordinary income. If Section 988 losses exceed other investment company taxable income during a taxable year, the Fund would not be able to make any ordinary dividend distributions, or distributions made before the losses were realized would be recharacterized as a return of capital to shareholders, rather than as an ordinary dividend, reducing each shareholder's basis in his or her Fund's shares.

If a Fund acquires a bond issued with original issue discount ("OID") or purchases bonds with a market discount, such OID or market discount would affect the timing and possibly the character of distribution by the Fund.

PORTFOLIO MANAGERS

Other Accounts Managed

Certain of the portfolio managers who are primarily responsible for the day-to-day management of the Funds also manage other registered investment companies, other pooled

investment vehicles and other accounts, as indicated below. The following tables identify, as of December 31, 2006, or as of a date otherwise specified: (i) the Fund(s) managed by the specified portfolio manager; and (ii) the number of other registered investment companies, pooled investment vehicles and other accounts managed by the portfolio manager; and (iii) the total assets of such companies, vehicles and accounts. As of December 31, 2006, the Funds' portfolio managers do not manage any registered investment companies, other pooled investment vehicles and other accounts with respect to which the advisory fee is based on performance.

                                                          Registered Investment     Pooled Investment         Other Accounts
                                                          Companies Managed by     Vehicles Managed by     Managed by Portfolio
                                                            Portfolio Manager       Portfolio Manager            Manager
                                                          ---------------------   ---------------------   ---------------------
                                                                        Total                   Total                   Total
                                                                       Assets                  Assets                  Assets
                              Fund(s) Managed by                        (in                     (in                     (in
Name of Portfolio Manager     Portfolio Manager            Number     millions)    Number     millions)    Number     millions)
---------------------------   -------------------------   ---------   ---------   ---------   ---------   ---------   ---------
Michael Fasciano              Fasciano Portfolio                  2   $     520           -           -       1,672   $   1,186

Ann Benjamin                  High Income Bond                    4   $   1,065           -           -          40   $   4,711
                               Portfolio

Thomas O'Reilly               High Income Bond                    4   $   1,065           -           -          40   $   4,711
                               Portfolio

Benjamin Segal                International Portfolio             4   $   2,627           -           -       3,454   $   5,253
                              International Large Cap
                               Portfolio

Milu Komer                    International                       4   $   2,627           -           -       3,454   $   5,253
                               Portfolio
                              International Large Cap
                               Portfolio

Basu Mullick                  Partners Portfolio                  4   $   5,214           -           -          10   $   3,148
                               Regency Portfolio

Steven Brown                  Real Estate Portfolio               7   $   2,882           -           -         191   $   1,826

Steve Shikegawa               Real Estate Portfolio               7   $   2,882           -           -         191   $   1,826

Arthur Moretti                Socially Responsive                 4   $   2,990           -           -         779   $   1,008
                               Portfolio
                              Guardian Portfolio

Ingrid Dyott                  Socially Responsive                 4   $   2,990           -           -         779   $   1,008
                               Portfolio
                              Guardian Portfolio

Sajjad Ladiwala               Socially Responsive                 4   $   2,990           -           -         779   $   1,008
                               Portfolio
                              Guardian Portfolio

Kenneth Turek                 Growth Portfolio                    3   $   1,260           -           -          29   $     731
                              Mid -Cap Growth
                               Portfolio

John Dugenske                 Short Duration Bond                 4   $     632           -           -          47   $     422
                               Portfolio

Thomas Sontag                 Short Duration Bond                 4   $     632           -           -          47   $     422
                               Portfolio
                              Balanced Portfolio

Conflicts of Interest

While the portfolio managers' management of other accounts may give rise to the conflicts of interest discussed below, NB Management believes that it has designed policies and procedures to appropriately address those conflicts. From time to time, potential conflicts of interest may arise between a portfolio manager's management of the investments of a Fund and the management of other accounts, which might have similar investment objectives or strategies

as the Funds or track the same index a Fund tracks. Other accounts managed by the portfolio managers may hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Funds. The other accounts might also have different investment objectives or strategies than the Funds.

As a result of a portfolio manager's day-to-day management of a Fund, the portfolio managers know the size, timing and possible market impact of a Fund's trades. While it is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of a Fund, NB Management has policies and procedures to address such a conflict.

From time to time, a particular investment opportunity may be suitable for both a Fund and other types of accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a Fund and another account. NB Management has adopted policies and procedures reasonably designed to fairly allocate investment opportunities. Typically, when a Fund and one or more of the other NB Funds or other accounts managed by Neuberger Berman are contemporaneously engaged in purchasing or selling the same securities from or to third parties, transactions are averaged as to price and allocated, in terms of amount, in accordance with a formula considered to be equitable to the funds and accounts involved. Although in some cases this arrangement may have a detrimental effect on the price or volume of the securities as to the Fund, in other cases it is believed that the Fund's ability to participate in volume transactions may produce better executions for it.

Portfolio Manager Compensation

NB Management. A portion of the compensation paid to each portfolio manager is determined by comparisons to pre-determined peer groups and benchmarks, as opposed to a system dependent on a percent of management fees. The portfolio managers are paid a base salary that is not dependent on performance. Each portfolio manager also has a "target bonus," which is set each year and can be increased or decreased prior to payment based in part on performance measured against the relevant peer group and benchmark. Performance is measured on a three-year rolling average in order to emphasize longer-term performance. There is also a subjective component to determining the bonus, which consists of the following factors: (i) the individual's willingness to work with the marketing and sales groups; (ii) his or her effectiveness in building a franchise; and (iii) client servicing. Senior management determines this component in appropriate cases. There are additional components that comprise the portfolio managers' compensation packages, including: (i) whether the manager was a partner/principal of NB prior to Neuberger Berman Inc.'s initial public offering; (ii) for more recent hires, incentives that may have been negotiated at the time the portfolio manager joined the Neuberger Berman complex; and (iii) the total amount of assets for which the portfolio manager is responsible.

The Funds' Portfolio Managers have always had a degree of independence that they would not get at other firms that have, for example, investment committees. NB Management believes that the Portfolio Managers are retained not only through compensation and opportunities for advancement, but also by a collegial and stable money management environment.

In addition, there are additional stock and option award programs available.

NB Management believes the measurement versus the peer groups on a three-year rolling average basis creates a meaningful disincentive to try and beat the peer group and benchmark in any given year by taking undue risks in portfolio management. The incentive is to be a solid performer over the longer term, not necessarily to be a short-term winner in any given year.

Lehman Brothers Asset Management. Portfolio Managers are typically compensated on the basis of a salary and an annual discretionary, performance-based bonus, which is in the form of cash and conditional equity awards (restricted stock units and/or stock options). Elements of consideration for the discretionary bonuses are overall portfolio performance in relation to their peers, ability to attract and retain clients, revenue generation, assets under management, the current market conditions and overall contribution to the Firm. Managers are also evaluated on their collaboration with their client relationship and sales staff, their franchise building activities, teamwork, people and product development and their corporate citizenship.

The percentage of compensation varies by position, experience/level and performance. In general, the more senior the investment professional, variable compensation becomes a greater portion of total compensation. As previously mentioned, all employees participate in the Lehman Brothers Equity Award program. The portion of compensation paid in equity increases as total compensation rises.

Additionally, certain key members of the investment professional staff of Lehman Brothers Asset Management who were previously covered by employment contracts with Lehman Brothers will receive annual payouts from an Incentive Payment Pool ("IPP") valued at a fixed multiple of earnings for the fixed income business. Payouts begin in 2007 and extend through 2009, and have specific non-compete and non-solicitation provision restrictions.

Some accounts the Portfolio Managers manage tie compensation to performance. However, no substantial portion of the manager's compensation is tied directly to performance, so we believe that there are no significant incentives for them to take undue risks.

Securities Ownership

The table below shows the dollar range of equity securities of the Funds beneficially owned as of December 31, 2006, or as of a date otherwise specified, by each portfolio manager of the Funds.

                                                                                 DOLLAR RANGE OF
NAME OF PORTFOLIO MANAGER        FUND(S) MANAGED BY PORTFOLIO MANAGER            SECURITIES OWNED
------------------------------   ---------------------------------------------   ----------------
Michael Fasciano                 Fasciano Portfolio                              None

Ann Benjamin                     High Income Bond Portfolio                      None

Thomas O'Reilly                  High Income Bond Portfolio                      None

Benjamin Segal                   International Portfolio                         None
                                 International Large Cap Portfolio

Milu Komer                       International Portfolio                         None
                                 International Large Cap Portfolio

                                                                                 DOLLAR RANGE OF
NAME OF PORTFOLIO MANAGER        FUND(S) MANAGED BY PORTFOLIO MANAGER            SECURITIES OWNED
------------------------------   ---------------------------------------------   ----------------
Basu Mullick                     Partners Portfolio                              None
                                 Regency Portfolio None

Steven Brown                     Real Estate Portfolio                           None

Steve Shikegawa                  Real Estate Portfolio                           None

Arthur Moretti                   Socially Responsive Portfolio                   None
                                 Guardian Portfolio None

Ingrid Dyott                     Socially Responsive Portfolio                   None
                                 Guardian Portfolio None

Sajjad Ladiwala                  Socially Responsive Portfolio                   None
                                 Guardian Portfolio None

Kenneth Turek                    Growth Portfolio                                None
                                 Mid-Cap Growth Portfolio None

Thomas Sontag                    Balanced Portfolio                              None
                                 Short Duration Bond Portfolio None

John Dugenske                    Short Duration Bond Portfolio                   None

PORTFOLIO TRANSACTIONS

Neuberger Berman and Lehman Brothers Inc. ("Lehman Brothers") acts as each Fund's principal broker (except with respect to International, International Large Cap, Short Duration Bond and debt portion of Balanced Portfolios) to the extent a broker is used in the purchase and sale of portfolio securities (other than certain securities traded on the OTC market). This means that Fund trades may be executed by Neuberger Berman or Lehman Brothers where Neuberger or Lehman Brothers is capable of providing best execution. Neuberger Berman and Lehman Brothers may act as broker for International Portfolio. Neuberger Berman and Lehman Brothers receive brokerage commissions for these services. Transactions in portfolio securities for which Neuberger Berman or Lehman Brothers serves as broker will be effected in accordance with Rule 17e-1 under the 1940 Act.

To the extent a broker is not used, purchases and sales of portfolio securities generally are transacted with the issuers, underwriters, or dealers serving as primary market-makers acting as principals for the securities on a net basis. The Funds typically do not pay brokerage commissions for such purchases and sales. Instead, the price paid for newly issued securities usually includes a concession or discount paid by the issuer to the underwriter, and the prices quoted by market-makers reflect a spread between the bid and the asked prices from which the dealer derives a profit.

In purchasing and selling portfolio securities other than as described above (for example, in the secondary market), each Fund's policy is to seek best execution at the most favorable prices through responsible broker-dealers and, in the case of agency transactions, at competitive commission rates. In selecting broker-dealers to execute transactions, NB Management considers such factors as the price of the security, the rate of commission, the size and difficulty of the order, the reliability, integrity, financial condition, and general execution and operational capabilities of competing broker-dealers, and may consider the brokerage and research services they provide to the Fund or NB Management. Some of these research services may be of value to NB Management in advising its various clients (including the Funds) although not all of these

services are necessarily used by NB Management in managing the Funds. Under certain conditions, a Fund may pay higher brokerage commissions in return for brokerage and research services, although no Fund has a current arrangement to do so. In any case, each Fund may effect principal transactions with a dealer who furnishes research services, may designate any dealer to receive selling concessions, discounts, or other allowances, or may otherwise deal with any dealer in connection with the acquisition of securities in underwritings. Each of the broker-dealers NB Management uses appears on a list and each has been reviewed as to its creditworthiness.

During the years ended December 31, 2006, 2005 and 2004 Growth Portfolio paid total brokerage commissions of $226,766, $322,238 and $526,361, respectively, of which $0, $200 and $200,686, respectively, was paid to Neuberger Berman. Transactions in which the corresponding series used Neuberger Berman as broker comprised 0.00% of the aggregate dollar amount of transactions involving the payment of commissions, and 0.00% of the aggregate brokerage commissions paid by it during the year ended December 31, 2006. 100% of the $189,556 paid to other brokers by the corresponding series during the year ended December 31, 2006 (representing commissions on transactions involving approximately $238,559,433 was directed to those brokers at least partially on the basis of research services they provided. During the year ended December 31, 2006 the Fund held no securities of its regular broker-dealers ("B/Ds").

During the year ended December 31, 2006, Growth Portfolio paid $37,210, of its total brokerage to Lehman Brothers. During that fiscal year, transactions in which that Fund used Lehman Brothers as broker comprised 14.03% of the aggregate dollar amount of transactions involving the payment of commissions, and 16.41% of the aggregate brokerage commissions paid by the Fund. Prior to October 31, 2003, Lehman Brothers was not an affiliated broker of the Fund.

During the years ended December 31, 2006, 2005 and 2004, Balanced Portfolio paid total brokerage commissions of $63,139, $84,629, and $117,650, respectively, of which $0, $1, and $0, respectively, was paid to Neuberger Berman. Transactions in which the series used Neuberger Berman as broker comprised 0.00% of the aggregate dollar amount of transactions involving the payment of commissions, and 0.00% of the aggregate brokerage commissions paid by it during the year ended December 31, 2006. 100% of the $52,670 paid to other brokers by the series during the year ended December 31, 2006 (representing commissions on transactions involving approximately $365,429,201) was directed to those brokers at least partially on the basis of research services they provided. During the year ended December 31, 2006 the Fund acquired securities of the following of its regular B/Ds: Bank of America Securities LLC, Bear Stearns, & Co., Inc., Citigroup Global Markets, Inc., Credit Suisse First Boston Corp., Goldman Sachs & Co., HSBC Securities Inc., J.P. Morgan Chase & Co., Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Inc., Morgan Stanley & Co., Inc., and State Street Bank and Trust Company; at that date, the series held the securities of its regular B/Ds with an aggregate value as follows: Bank of America Securities LLC, $2,745,746; Bear, Stearns & Co., Inc., $1,793,485; Citigroup Global Markets, Inc., $597,510; Credit Suisse First Boston Corp., $845,309; Goldman Sachs & Co., $1,138,914; HSBC Securities Inc., $294,043; J.P. Morgan Chase & Co., Inc., $1,883,913; Lehman Brothers Inc., $645,839; Merrill Lynch, Pierce, Fenner & Smith Inc., $1,140,712;

Morgan Stanley & Co., Inc., $550,299; and State Street Bank and Trust Company, $1,320,000.

During the year ended December 31, 2006, Balanced Portfolio paid $10,469, of its total brokerage commissions to Lehman Brothers. During that fiscal year, transactions in which that Fund used Lehman Brothers as broker comprised 2.86% of the aggregate dollar amount of transactions involving the payment of commissions, and 16.58% of the aggregate brokerage commissions paid by the Fund. Prior to October 31, 2003, Lehman Brothers was not an affiliated broker of the Fund.

During the years ended December 31, 2006, 2005 and 2004, Partners Portfolio paid total brokerage commissions of $755,579, $921,676, and $1,443,750, respectively, of which $43, $329, and $10, respectively, was paid to Neuberger Berman. Transactions in which the series used Neuberger Berman as broker comprised 0.01% of the aggregate dollar amount of transactions involving the payment of commissions, and 0.01% of the aggregate brokerage commissions paid by it during the year ended December 31, 2006. 100% of the $640,938 paid to other brokers by the series during the year ended December 31, 2006
(representing commissions on transactions involving approximately $918,388,766)
was directed to those brokers at least partially on the basis of research services they provided. During the year ended December 31, 2006, the Fund did not acquire securities of its regular B/Ds ; at that date, the series held the securities of its regular B/Ds with an aggregate value as follows: Goldman Sachs & Co., $14,572,485; and Merrill Lynch, Pierce, Fenner & Smith Inc., $13,443,640.

During the year ended December 31, 2006, Partners Portfolio paid $114,598, of its total brokerage commissions to Lehman Brothers. During that fiscal year, transactions in which that Fund used Lehman Brothers as broker comprised 9.22% of the aggregate dollar amount of transactions involving the payment of commissions, and 15.17% of the aggregate brokerage commissions paid by the Fund. Prior to October 31, 2003, Lehman Brothers was not an affiliated broker of the Fund.

During the years ended December 31, 2006, 2005 and 2004, Mid-Cap Growth Portfolio paid total brokerage commissions of $789,153, $951,510, and $1,229,417, respectively, of which $0, $893, and $8, respectively, was paid to Neuberger Berman. Transactions in which the series used Neuberger Berman as broker comprised 0.00% of the aggregate dollar amount of transactions involving the payment of commissions, and 0.00% of the aggregate brokerage commissions paid by it during the year ended December 31, 2006. 100% of the $661,838 paid to other brokers by the series during the year ended December 31, 2006
(representing commissions on transactions involving approximately $915,528,230)
was directed to those brokers at least partially on the basis of research services they provided. During the year ended December 31, 2006 the Fund held no securities of its regular B/Ds.

During the year ended December 31, 2006, Mid-Cap Growth Portfolio paid $127,315, of its total brokerage commissions to Lehman Brothers. During that fiscal year, transactions in which that Fund used Lehman Brothers as broker comprised 12.30% of the aggregate dollar amount of transactions involving the payment of commissions, and 16.13% of the aggregate brokerage commissions paid by the Fund. Prior to October 31, 2003, Lehman Brothers was not an affiliated broker of the Fund.

During the year ended December 31, 2006, 2005 and 2004, Guardian Portfolio paid total brokerage commissions of $120,476, $124,057, and $133,229, respectively, of which $0, $0, and $0, respectively, was paid to Neuberger Berman. Transactions in which the series used Neuberger Berman as broker comprised 0.00% of the aggregate dollar amount of transactions involving the payment of commissions, and 0.00% of the aggregate brokerage commissions paid by it during the year ended December 31, 2006. 100% of the $98,211 paid to other brokers by the series during the year ended December 31, 2006 (representing commissions on transactions involving approximately $196,049,193) was directed to those brokers at least partially on the basis of research services they provided. During the year ended December 31, 2006, the Fund acquired securities of the following of regular B/Ds: Citigroup Global Markets, Inc., and State Street Bank and Trust Company; at that date, the series held the securities of its regular B/Ds with an aggregate value as follows: Citigroup Global Markets, Inc., $6,929,080; Goldman Sachs & Co., $2,257,639; and State Street Bank and Trust Company $6,003,846.

During the year ended December 31, 2006, Guardian Portfolio paid $22,265, of its total brokerage commissions to Lehman Brothers. During that fiscal year, transactions in which that Fund used Lehman Brothers as broker comprised 12.41% of the aggregate dollar amount of transactions involving the payment of commissions, and 18.48% of the aggregate brokerage commissions paid by the Fund. Prior to October 31, 2003, Lehman Brothers was not an affiliated broker of the Fund.

During the year ended December 31, 2006, 2005, and 2004, Short Duration Bond Portfolio paid total brokerage commissions of $0, $0 and $0, respectively. During the year ended December 31, 2006, the Fund acquired securities of the following of its regular B/Ds: Bank of America Securities LLC, Bear Stearns, & Co., Inc., Citigroup Global Markets Inc., Credit Suisse First Boston Corp., Goldman Sachs & Co., HSBC Securities Inc., J.P. Morgan Chase & Co., Inc., Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Inc., Morgan Stanley & Co., Inc., and State Street Bank and Trust Company; at the date, the Fund held securities of its regular B/Ds with aggregate value as follows: Bank of America Securities LLC, $40,006,883; Bear Stearns & Co., Inc., $26,804,182; Citigroup Global Markets, Inc., $7,216,461; Credit Suisse First Boston Corp., $9,701,237; Goldman Sachs & Co., $15,010,917; HSBC Securities Inc., $4,410,639; J.P. Morgan Chase & Co., Inc., 25,985,516; Lehman Brothers Inc., 9,570,783; Merrill Lynch, Pierce, Fenner & Smith Inc., $14,217,466; Morgan Stanley & Co., Inc., $7,282,924; State Street Bank and Trust Company, $26,040,000.

During the years ended December 31, 2006, 2005 and 2004, Socially Responsive Portfolio paid total brokerage commission of $434,416, $48,427, and $18,896, respectively, of which $3,237, $43, and $0, respectively, was paid to Neuberger Berman. Transactions in which the corresponding series used Neuberger Berman as broker comprised 0.10% of the aggregate dollar amount of transactions involving the payment of commissions, and 0.75% of the aggregate brokerage commissions paid by it during the year ended December 31, 2006. 100.00% of the $363,843 paid to other brokers by the corresponding series during the year ended December 31, 2006 (representing commissions on transactions involving approximately $3,026,010,889) was directed to those brokers at least partially on the basis of research services they provided. During the year ended December 31, 2006 the Fund acquired securities of the following of its regular B/Ds:
Citigroup Global Markets, Inc., Goldman Sachs & Co., J.P. Morgan Chase & Co., Inc., and State Street Bank and Trust Company; at that date, the series held the securities of its regular

B/Ds with an aggregate value as follows: Citigroup Global Markets, Inc., $14,771,640; Goldman Sachs & Co., $4,928,929; and State Street Bank and Trust Company $34,295,266.

During the year ended December 31, 2006, Socially Responsive Portfolio paid $67,336, of its total brokerage commissions to Lehman Brothers. During that fiscal year, transactions in which that Fund used Lehman Brothers as broker comprised 2.40% of the aggregate dollar amount of transactions involving the payment of commissions, and 15.50% of the aggregate brokerage commissions paid by the Fund. Prior to October 31, 2003, Lehman Brothers was not an affiliated broker of the Fund.

During the years ended December 31, 2006, 2005 and 2004, Regency Portfolio paid total brokerage commissions of $396,388, $274,191, and $243,004, respectively, of which $10, $91, and $95, respectively, was paid to Neuberger Berman. Transactions in which the corresponding series used Neuberger Berman as broker comprised 0.00% of the aggregate dollar amount of transactions involving the payment of commissions, and 0.00% of the aggregate brokerage commissions paid by it during the period ended December 31, 2006. 100% of the $344,561 paid to other brokers by the corresponding series during the period ended December 31, 2006 (representing commissions on transactions involving approximately $368,082,031) was directed to those brokers at least partially on the basis of research services they provided. During the year ended December 31, 2006 the Fund acquired securities of the following of its regular B/Ds: Bear Stearns & Co., Inc.; at that date, the series held securities of its regular B/Ds with aggregate value as follows: Bear Stearns & Co., Inc., $6,315,864.

During the year ended December 31, 2006, Regency Portfolio paid $51,817, of its total brokerage commissions to Lehman Brothers. During that fiscal year, transactions in which that Fund used Lehman Brothers as broker comprised 10.49% of the aggregate dollar amount of transactions involving the payment of commissions, and 13.07% of the aggregate brokerage commissions paid by the Fund. Prior to October 31, 2003, Lehman Brothers was not an affiliated broker of the Fund.

During the years ended December 31, 2006, 2005 and 2004, Fasciano Portfolio paid total brokerage commissions of $24,574, $19,861, and $11,400, of which, $1,107, $0, and $9, respectively, was paid to Neuberger Berman. Transactions in which the corresponding series used Neuberger Berman as broker comprised 1.95% of the aggregate dollar amount of transactions involving the payment of commissions, and 4.50% of the aggregate brokerage commissions paid by it during the period ended December 31, 2006. 100% of the $19,104 paid to other brokers by the corresponding series during the year ended December 31, 2006
(representing commissions on transactions involving approximately $30,293,719)
was directed to those brokers at least partially on the basis of research services they provided. During the year ended December 31, 2006 the Fund held no securities of its regular B/Ds.

During the year ended December 31, 2006, Fasciano Portfolio paid $4,363, of its total brokerage commissions to Lehman Brothers. During that fiscal year, transactions in which that Fund used Lehman Brothers as broker comprised 8.55% of the aggregate dollar amount of transactions involving the payment of commissions, and 17.76% of the aggregate brokerage commissions paid by the Fund. Prior to October 31, 2003, Lehman Brothers was not an affiliated broker of the Fund.

During the year ended December 31, 2006 the period from September 15, 2004 (commencement of operations) to December 31, 2005, High Income Bond Portfolio paid total brokerage commissions of $0 and $0. During the period ended December 31, 2006 the Fund acquired securities of the following of its regular B/Ds: State Street Bank and Trust Company; at that date, the series held no securities of its regular B/Ds.

During the year ended December 31, 2006 and from April 29, 2005 (commencement of operations) through December 31, 2005, International Portfolio paid total brokerage commissions of $270,247 and $9,782, of which, $0 and $0, was paid to Neuberger Berman. Transactions in which the corresponding series used Neuberger Berman as broker comprised 0.00% of the aggregate dollar amount of transactions involving the payment of commissions, and 0.00% of the aggregate brokerage commissions paid by it during the year ended December 31, 2006. 100% of the $225,341 paid to other brokers by the corresponding series during the year ended December 31, 2006 (representing commissions on transactions involving approximately $767,561,251) was directed to those brokers at least partially on the basis of research services they provided. During the year ended December 31, 2006, the Fund acquired securities of the following regular B/Ds: State Street Bank and Trust Company; at that date, the series held securities of its regular B/Ds with aggregate value as follows: Barclays Bank PLC, $6,856,004; and BNP Paribas Securities Corp., $3,260,299. During the year ended December 31, 2006, International Portfolio paid $44,906, of its total brokerage commissions to Lehman Brothers. During that fiscal year, transactions in which that Fund used Lehman Brothers as broker comprised 8.24% of the aggregate dollar amount of transactions involving the payment of commissions, and 16.62% of the aggregate brokerage commissions paid by the Fund.

Insofar as portfolio transactions of Partners Portfolio result from active management of equity securities, and insofar as portfolio transactions of Growth Portfolio and Mid-Cap Growth Portfolio result from seeking capital appreciation by selling securities whenever sales are deemed advisable without regard to the length of time the securities may have been held, it may be expected that the aggregate brokerage commissions paid by those Fund to brokers (including Neuberger Berman where it acts in that capacity) may be greater than if securities were selected solely on a long-term basis.

The Funds may, from time to time, loan portfolio securities to Neuberger Berman, Lehman Brothers and to other affiliated broker-dealers ("Affiliated Borrowers") in accordance with the terms and conditions of an order issued by the SEC. The order exempts such transactions from the provisions of the 1940 Act that would otherwise prohibit these transactions, subject to certain conditions. In accordance with the order, securities loans made by a Fund to Affiliated Borrowers are fully secured by cash collateral. Each loan to an Affiliated Borrower by a Fund will be made on terms at least as favorable to the Fund as comparable loans to unaffiliated borrowers, and no loans will be made to an Affiliated Borrower unless the Affiliated Borrower represents that the terms are at least as favorable to the Fund as those it provides to unaffiliated lenders in comparable transactions. All affiliated loans will be made with spreads that are not lower than those provided for in a schedule of spreads established by the Independent Trustees. The schedule of spreads will set the lowest spread that can apply with respect to a loan and will permit the spread for each individual loan to be adjusted to cover costs and realize net income for the Funds. All transactions with Affiliated Borrowers will be reviewed periodically by officers of the Trust and reported to the Board of Trustees.

A committee of Independent Trustees from time to time reviews, among other things, information relating to securities loans by the Funds.

In effecting securities transactions, each Fund generally seeks to obtain the best price and execution of orders. Commission rates, being a component of price, are considered along with other relevant factors. Each Fund plans to continue to use Neuberger Berman and/or Lehman Brothers as its broker where, in the judgment of NB Management, that firm is able to obtain a price and execution at least as favorable as other qualified brokers. To the Fund's knowledge, however, no affiliate of any Fund receives give-ups or reciprocal business in connection with their securities transactions.

The use of Neuberger Berman and Lehman Brothers as brokers for a Fund is subject to the requirements of Section 11(a) of the Securities Exchange Act of 1934 ("Section 11(a)"). Section 11(a) prohibits members of national securities exchanges from retaining compensation for executing exchange transactions for accounts that they or their affiliates manage, except where they have the authorization of the persons authorized to transact business for the account and comply with certain annual reporting requirements. The Board of Trustees has expressly authorized Neuberger Berman and Lehman Brothers to retain such compensation and Neuberger Berman and Lehman Brothers have agreed to comply with the reporting requirements of Section 11(a).

Under the 1940 Act, commissions paid by a Fund to Neuberger Berman and Lehman Brothers in connection with a purchase or sale of securities offered on a securities exchange may not exceed the usual and customary broker's commission. Accordingly, it is each Fund's policy that the commissions to be paid to Neuberger Berman and Lehman Brothers must, in NB Management's judgment be (1) at least as favorable as those that would be charged by other brokers having comparable execution capability, and (2) at least as favorable as commissions contemporaneously charged by each of Neuberger Berman and Lehman Brothers on comparable transactions for its most favored unaffiliated customers, except for accounts for which Neuberger Berman or Lehman Brothers acts as a clearing broker for another brokerage firm and customers of Neuberger Berman or Lehman Brothers considered by a majority of the Independent Trustees not to be comparable to the Fund. The Funds do not deem it practicable and in their best interest to solicit competitive bids for commissions on each transaction effected by Neuberger Berman and Lehman Brothers. However, consideration regularly is given to information concerning the prevailing level of commissions charged on comparable transactions by other brokers during comparable periods of time. The 1940 Act generally prohibits Neuberger Berman and Lehman Brothers from acting as principal in the purchase or sale of securities for a Fund's account, unless an appropriate exemption is available.

A committee of Independent Trustees from time to time reviews, among other things, information relating to the commissions charged by Neuberger Berman and Lehman Brothers to the Funds and to its other customers and information concerning the prevailing level of commissions charged by other brokers having comparable execution capability. In addition, the procedures pursuant to which Neuberger Berman and Lehman Brothers determine that the commissions paid to Neuberger Berman and Lehman Brothers and effect brokerage transactions for the Funds must be reviewed and approved no less often than annually by a majority of the Independent Trustees.

To ensure that accounts of all investment clients, including a Fund, are treated fairly in the event that Neuberger Berman or Lehman Brothers receives transaction instructions regarding a security for more than one investment account at or about the same time, Neuberger Berman and Lehman Brothers may combine orders placed on behalf of clients, including advisory accounts in which affiliated persons have an investment interest, for the purpose of negotiating brokerage commissions or obtaining a more favorable price. Where appropriate, securities purchased or sold may be allocated, in terms of amount, to a client according to the proportion that the size of the order placed by that account bears to the aggregate size of orders contemporaneously placed by the other accounts, subject to de minimis exceptions. All participating accounts will pay or receive the same price when orders are combined.

Under policies adopted by the Board of Trustees, Neuberger Berman and Lehman Brothers may enter into agency cross-trades on behalf of a Fund. An agency cross-trade is a securities transaction in which the same broker acts as agent on both sides of the trade and the broker or an affiliate has discretion over one of the participating accounts. In this situation, Neuberger Berman or Lehman Brothers would receive brokerage commissions from both participants in the trade. The other account participating in an agency cross-trade with a Fund cannot be an account over which Neuberger Berman or Lehman Brothers exercises investment discretion. A member of the Board of Trustees who is not affiliated with Neuberger Berman or Lehman Brothers reviews confirmations of each agency cross-trade that the Funds participate in.

Each Fund expects that it will continue to execute a portion of its transactions through brokers other than Neuberger Berman and Lehman Brothers. In selecting those brokers, NB Management will consider the quality and reliability of brokerage services, including execution capability, speed of execution, overall performance and financial responsibility, and may consider, among other factors, research and other investment information provided by those brokers as well as any expense offset arrangements offered by the brokers.

In certain instances NB Management specifically allocates brokerage for research services (including research reports on issuers, industries as well as economic and financial data) which may otherwise be purchased for cash. While the receipt of such services has not reduced NB Management's normal internal research activities, NB Management's expenses could be materially increased if it were to generate such additional information internally. To the extent such research services are provided by others, NB Management is relieved of expenses it may otherwise incur. In some cases research services are generated by third parties but provided to NB Management by or through broker dealers. Research obtained in this manner may be used in servicing any or all clients of NB Management and may be used in connection with clients other than those client's whose brokerage commissions are used to acquire the research services described herein. With regard to allocation of brokerage to acquire research services described above, NB Management always considers its best execution obligation when deciding which broker to utilize.

A committee, comprised of officers of NB Management and employees of Neuberger Berman who are portfolio managers of some of the Funds and Other NB Funds (collectively, "NB Funds") and some of Neuberger Berman's managed accounts ("Managed Accounts") evaluates quarterly the nature and quality of the brokerage and research services provided by other brokers. Based on this evaluation, the committee establishes a list and projected rankings

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of preferred brokers for use in determining the relative amounts of commissions to be allocated to those brokers. Ordinarily the brokers on the list effect a large portion of the brokerage transactions for the NB Funds and the Managed Accounts that are not effected by Neuberger Berman. However, in any semi-annual period, brokers not on the list may be used, and the relative amounts of brokerage commissions paid to the brokers on the list may vary substantially from the projected rankings. These variations reflect the following factors, among others: (1) brokers not on the list or ranking below other brokers on the list may be selected for particular transactions because they provide better price and/or execution, which is the primary consideration in allocating brokerage; and (2) adjustments may be required because of periodic changes in the execution or research capabilities of particular brokers, or in the execution or research needs of the NB Funds and/or the Managed Accounts; and (3) the aggregate amount of brokerage commissions generated by transactions for the NB Funds and the Managed Accounts may change substantially from one semi-annual period to the next.

The commissions paid to a broker other than Neuberger Berman and Lehman Brothers may be higher than the amount another firm might charge if NB Management determines in good faith that the amount of those commissions is reasonable in relation to the value of the brokerage and research services provided by the broker. NB Management believes that those research services provide the Funds with benefits by supplementing the information otherwise available to NB Management. That research information may be used by NB Management in servicing their respective funds and, in some cases, by Neuberger Berman in servicing the Managed Accounts. On the other hand, research information received by NB Management from brokers effecting portfolio transactions on behalf of the Other NB Funds and by Neuberger Berman from brokers executing portfolio transactions on behalf of the Managed Accounts may be used for the Fund's benefit.

CODES OF ETHICS

The Funds, NB Management, Neuberger Berman and Lehman Brothers Asset Management have personal securities trading policies that restrict the personal securities transactions, including transactions involving Fund shares, of employees, officers, and Trustees. Their primary purpose is to ensure that personal trading by these individuals does not disadvantage any fund managed by NB Management. The Fund managers and other investment personnel who comply with the policies' preclearance and disclosure procedures may be permitted to purchase, sell or hold certain types of securities which also may be or are held in the funds they advise, but are restricted from trading in close conjunction with their funds or taking personal advantage of investment opportunities that may belong to the Fund.

Text-only versions of the Codes of Ethics can be viewed online or downloaded from the EDGAR Database on the SEC's internet web site at www.sec.gov. You may also review and copy those documents by visiting the SEC's Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090. In addition, copies of the Codes of Ethics may be obtained, after mailing the appropriate duplicating fee, by writing to the SEC's Public Reference Section, 100 F Street, N.E., Washington, DC 20549-0102 or by e-mail request at publicinfo@sec.gov.

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PORTFOLIO TURNOVER

The portfolio turnover rate is calculated by (1) dividing the lesser of the cost of the securities purchased or the proceeds from the securities sold by the Fund during the fiscal year (other than securities, including options, foreign financial futures contracts and forward contracts, whose maturity or expiration date at the time of acquisition was one year or less), by (2) the month-end average monthly value of such securities owned by the Fund during the year.

PROXY VOTING

The Board has delegated to NB Management the responsibility to vote proxies related to the securities held in the Funds' portfolios. Under this authority, NB Management is required by the Board to vote proxies related to portfolio securities in the best interests of the Funds and their shareholders. The Board permits NB Management to contract with a third party to obtain proxy voting and related services, including research of current issues.

NB Management has implemented written Proxy Voting Policies and Procedures (Proxy Voting Policy) that are designed to reasonably ensure that NB Management votes proxies prudently and in the best interest of its advisory clients for whom NB Management has voting authority, including the Funds. The Proxy Voting Policy also describes how NB Management addresses any conflicts that may arise between its interests and those of its clients with respect to proxy voting.

NB Management's Proxy Committee is responsible for developing, authorizing, implementing and updating the Proxy Voting Policy, overseeing the proxy voting process, and engaging and overseeing any independent third-party vendors as voting delegate to review, monitor and/or vote proxies. In order to apply the Proxy Voting Policy noted above in a timely and consistent manner, NB Management utilizes Glass, Lewis & Co. ("Glass Lewis") to vote proxies in accordance with NB Management's voting guidelines.

For socially responsive clients, NB Management has adopted socially responsive voting guidelines. For non-socially responsive clients, NB Management's guidelines adopt the voting recommendations of Glass Lewis. NB Management retains final authority and fiduciary responsibility for proxy voting. NB Management believes that this process is reasonably designed to address material conflicts of interest that may arise between NB Management and a client as to how proxies are voted.

In the event that an investment professional at NB Management believes that it is in the best interest of a client or clients to vote proxies in a manner inconsistent with NB Management's proxy voting guidelines or in a manner inconsistent with Glass Lewis recommendations, the Proxy Committee will review information submitted by the investment professional to determine that there is no material conflict of interest between NB Management and the client with respect to the voting of the proxy in that manner.

If the Proxy Committee determines that the voting of a proxy as recommended by the investment professional presents a material conflict of interest between NB Management and the client or clients with respect to the voting of the proxy, the proxy Committee shall: (i) take no further action, in which case Glass Lewis shall vote such proxy in accordance with the proxy

102

voting guidelines or as Glass Lewis recommends; (ii) disclose such conflict to the client or clients and obtain written direction from the client as to how to vote the proxy; (iii) suggest that the client or clients engage another party to determine how to vote the proxy; or (iv) engage another independent third party to determine how to vote the proxy.

Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is be available without charge by calling 1-800-877-9700 (toll-free) or visiting www.nb.com or the website of the SEC, www.sec.gov.

PORTFOLIO HOLDINGS DISCLOSURE

Portfolio Holdings Disclosure Policy

The Funds prohibit the disclosure of information about their portfolio holdings, before such information is publicly disclosed, to any outside parties, including individual investors, institutional investors, intermediaries, third party service providers to NB Management or the Funds, rating and ranking organizations, and affiliated persons of the Funds or NB Management (the "Potential Recipients") unless such disclosure is consistent with a Fund's legitimate business purposes and is in the best interests of its shareholders (the "Best Interests Standard").

NB Management and the Funds have determined that the only categories of Potential Recipients that meet the Best Interests Standard are certain mutual fund rating and ranking organizations and third party service providers to NB Management or the Funds with a specific business reason to know the portfolio holdings of a Fund (e.g., securities lending agents) (the "Allowable Recipients"). As such, certain procedures must be adhered to before the Allowable Recipients may receive the portfolio holdings prior to their being made public. Allowable Recipients that get approved for receipt of the portfolio holdings are known as "Approved Recipients." NB Management's President or a Senior Vice President may determine to expand the categories of Allowable Recipients only if he or she first determines that the Best Interests Standard has been met (e.g., for disclosure to a newly hired investment adviser or sub-adviser to the Funds prior to commencing its duties), and only with the written concurrence of Neuberger Berman Management's legal and compliance department.

Portfolio Holdings Disclosure Procedures

Disclosure of portfolio holdings may be requested only by an officer of NB Management or a Fund by completing a holdings disclosure form. The completed form must be submitted to NB Management's President or a Senior Vice President (who may not be the officer submitting the request) for review and approval. If the Proposed Recipient is an affiliated person of the Funds or NB Management, the reviewer must ensure that the disclosure is in the best interests of Fund shareholders and that no conflict of interest exists between the shareholders and the Funds or NB Management. Following this approval, the form is submitted to NB Management's legal and compliance department or to the Chief Compliance Officer of NB Management for review, approval and processing.

No Fund, NB Management nor any affiliate of either may receive any compensation or consideration for the disclosure of portfolio holdings, although usual and customary compensation may be paid in connection with a service delivered, such as securities lending.

103

Each Allowable Recipient must sign a non-disclosure agreement before they may become an Approved Recipient. Pursuant to a duty of confidentiality set forth in the non-disclosure agreement, Allowable Recipients are (1) required to keep all portfolio holdings information confidential and (2) prohibited from trading based on such information. In consultation with the Funds' Chief Compliance Officer, the Board of Trustees reviews the Funds' portfolio holdings disclosure policy and procedures annually to determine their effectiveness and to adopt changes as necessary.

Pursuant to a Codes of Ethics adopted by the Funds, NB Management, Neuberger Berman, Lehman Brothers Asset Management, Investment Personnel, Access Persons and employees of each are prohibited from revealing information relating to current or anticipated investment intentions, portfolio holdings, portfolio transactions or activities of the Funds except to persons whose responsibilities are determined to require knowledge of the information in accordance with procedures established by the Legal and Compliance Department in the best interests of the Funds shareholders. The Codes of Ethics also prohibits any person associated with the Funds, NB Management or Neuberger Berman, in connection with the purchase or sale, directly or indirectly, by such person of a security held or the be acquired by the Funds from engaging in any transaction in a security while in possession of material nonpublic information regarding the security or the issuer of the security.

Portfolio Holdings Approved Recipients

The Funds currently have ongoing arrangements to disclose portfolio holdings information prior to their being made public with the following Approved Recipients:

State Street Bank and Trust Company ("State Street"). Each Fund has selected State Street as custodian for its securities and cash. Pursuant to a custodian contract, each Fund employs State Street as the custodian of its assets. As custodian, State Street creates and maintains all records relating to each Fund's activities and supplies each Fund with a daily tabulation of the securities it owns and that are held by State Street. Pursuant to such contract, State Street agrees that all books, records, information and data pertaining to the business of each Fund which are exchanged or received pursuant to the contract shall remain confidential, shall not be voluntarily disclosed to any other person, except as may be required by law, and shall not be used by State Street for any purpose not directly related to the business of any Fund, except with such Fund's written consent. State Street receives reasonable compensation for its services and expenses as custodian.

Securities Lending Agent. Each Fund has entered into a securities lending agency agreement with eSecLending under which eSecLending provides securities loans to principal borrowers arranged through a bidding process managed by eSecLending. Those principal borrowers may receive each Fund's portfolio holdings daily. Each such principal borrower that receives such information is or will be subject to an agreement, that all financial, statistical, personal, technical and other data and information related to the Fund's operations that is designated by the Fund as confidential will be protected from unauthorized use and disclosure by the principal borrower. Each Fund pays eSecLending a fee for agency and/or administrative services related to its role as lending agent. Each Fund also pays the principal borrowers a fee

104

with respect to the cash collateral that it receives and retains the income earned on reinvestment of that cash collateral.

Other Third-Party Service Providers to the Funds. The Funds may also disclose portfolio holdings information prior to their being made public to their independent registered public accounting firms, legal counsel, financial printers, proxy voting firms and other third-party service providers to the Funds who require access to this information to fulfill their duties to the Funds. In all cases the third-party service provider receiving the information has agreed in writing (or is otherwise required by professional and/or written confidentiality requirements or fiduciary duty) to keep the information confidential, to use it only for the agreed-upon purpose(s) and not to trade securities on the basis of such information.

Rating, Ranking and Research Agencies. Each Fund sends its complete portfolio holdings information to the following rating, ranking and research agencies for the purpose of having such agency develop a rating, ranking or specific research product for the Fund. The Funds provide their complete portfolio holdings to: Vestek and Bloomberg L.P. each day; Standard and Poor's, a division of The McGraw-Hill Companies, Inc. and Lipper, a Reuters company on the second business day of each month; Morningstar, Inc. on the fifth calendar day of each month; and Capital Access on the tenth calendar day of each month. The Funds also provide their complete month-end portfolio holdings to DCI on the first business day of each following month so that DCI can create a list of each Fund's top 10 holdings. No compensation is received by any Fund, NB Management, Neuberger Berman, Lehman Brothers Asset Management or any other person in connection with the disclosure of this information. NB Management either has or expects to enter shortly into a written confidentiality agreement, with each rating, ranking or research agency in which the agency agrees or will agree to keep the Funds' portfolio holdings confidential and to use such information only in connection with developing a rating, ranking or research product for the Funds.

REPORTS TO SHAREHOLDERS

Shareholders of each Fund receive unaudited semi-annual financial statements, as well as year-end financial statements audited by the independent registered public accounting firm for the Fund. Each Fund's report shows the investments owned by it and the market values thereof and provides other information about the Fund and its operations. In addition, the report contains the Fund's financial statements.

INFORMATION REGARDING ORGANIZATION,
CAPITALIZATION, AND OTHER MATTERS

The Funds

Each Fund is a separate series of the Trust, a Delaware statutory trust organized pursuant to a Trust Instrument dated May 23, 1994. The Trust is registered under the 1940 Act as an open-end management investment company, commonly known as a mutual fund. The Trust has thirteen separate Funds. The Trustees may establish additional portfolios or classes of shares, without the approval of shareholders. The assets of each Fund belong only to that Fund, and the liabilities of each Fund are borne solely by that Fund and no other. As discussed above under

105

"Investment Information", through April 30, 2000, certain of the Funds invested all of their respective net investable assets in a corresponding master series of Advisers Managers Trust, in each case receiving a beneficial interest in that series. Beginning May 1, 2000, each such Fund invests directly in its own securities portfolio.

Prior to May 1, 2007, Lehman Brothers High Income Bond Portfolio and Lehman Brothers Short Duration Bond Portfolio were named High Income Bond Portfolio and Limited Maturity Bond Portfolio, respectively. The changes of names were the result of the replacement by Lehman Brothers Asset Management of Neuberger Berman as sub-adviser to these Funds effective May 1, 2007.

NB Management and Neuberger Berman and Lehman Brothers Asset Management serve as investment manager and sub-advisers, respectively, to other mutual funds, and the investments for the Funds (through their corresponding series) are managed by the same portfolio managers who manage one or more other mutual funds, that have similar names, investment objectives and investment styles as each Fund and are offered directly to the public by means of separate prospectuses. These other mutual funds are not part of the Trust. You should be aware that each Fund is likely to differ from the other mutual funds in size, cash flow pattern, and certain tax matters, and may differ in risk/return characteristics. Accordingly, the portfolio holdings and performance of the Funds may vary from those of the other mutual funds with similar names.

Description of Shares. Each Fund is authorized to issue an unlimited number of shares of beneficial interest (par value $0.001 per share). Shares of each Fund represent equal proportionate interests in the assets of that Fund only and have identical voting, dividend, redemption, liquidation, and other rights. All shares issued are fully paid and non-assessable under Delaware law, and shareholders have no preemptive or other right to subscribe to any additional shares.

Shareholder Meetings. The Trustees do not intend to hold annual meetings of shareholders of the Funds. The Trustees will call special meetings of shareholders of a Fund only if required under the 1940 Act or in their discretion or upon the written request of holders of 10% or more of the outstanding shares of that Fund entitled to vote. Pursuant to current interpretations of the 1940 Act, the Life Companies will solicit voting instructions from Variable Contract owners with respect to any matters that are presented to a vote of shareholders of that Fund.

Certain Provisions of the Trust Instrument. Under Delaware law, the shareholders of a Fund will not be personally liable for the obligations of any Fund; a shareholder is entitled to the same limitation of personal liability extended to shareholders of corporations. To guard against the risk that Delaware law might not be applied in other states, the Trust Instrument requires that every written obligation of the Trust or a Fund contain a statement that such obligation may be enforced only against the assets of the Trust or Fund and provides for indemnification out of Trust or Fund property of any shareholder nevertheless held personally liable for Trust or Fund obligations, respectively.

106

CUSTODIAN AND TRANSFER AGENT

Each Fund has selected State Street Bank and Trust Company ("State Street"), 225 Franklin Street, Boston, Massachusetts 02110 as custodian for its securities and cash. State Street also serves as each Fund's Transfer Agent and shareholder servicing agent, administering purchases and redemptions of Trust shares through its Boston Service Center.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Each Fund (except the High Income Bond and International Large Cap Portfolios) has selected Ernst & Young LLP, 200 Clarendon Street, Boston MA 02116 as the Independent Registered Public Accounting Firm who will audit its financial statements. The High Income Bond and International Large Cap Portfolios have selected Tait, Weller & Baker LLP, 1818 Market Street, Suite 2400, Philadelphia, PA 19103, as the Independent Registered Public Accounting Firm who will audit their financial statements.

LEGAL COUNSEL

Each Fund has selected Dechert LLP, 1775 I Street, N.W., Washington, D.C. 20006 as legal counsel.

REGISTRATION STATEMENT

This SAI and the Prospectuses do not contain all the information included in the Trust's registration statement filed with the SEC under the 1933 Act with respect to the securities offered by the Prospectuses. Certain portions of the registration statement have been omitted pursuant to SEC rules and regulations. The registration statement, including the exhibits filed therewith, may be examined at the SEC's offices in Washington, D.C. The SEC maintains a Website (http://www.sec.gov) that contains this SAI, material incorporated by reference and other information regarding the Funds.

Statements contained in this SAI and Prospectuses as to the contents of any contract or other document referred to are not necessarily complete. In each instance reference is made to the copy of the contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

FINANCIAL STATEMENTS

The audited financial statements, notes to the audited financial statements, and reports of the registered independent public accountants contained in the annual reports to the shareholders of the Trust for the fiscal year ended December 31, 2006 for Neuberger Berman Advisers Management Trust are incorporated into this Statement of Additional Information by reference to each Fund's Annual Report to shareholders for the fiscal year ended December 31, 2006.

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APPENDIX A
RATINGS OF CORPORATE BONDS AND COMMERCIAL PAPER

S&P corporate bond ratings

AAA - Bonds rated AAA have the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.

AA - Bonds rated AA have a very strong capacity to pay interest and repay principal and differ from the higher rated issues only in small degree.

A - Bonds rated A have a strong capacity to pay interest and repay principal, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than bonds in higher rated categories.

BBB - Bonds rated BBB are regarded as having an adequate capacity to pay principal and interest. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay principal and interest for bonds in this category than for bonds in higher rated categories.

BB, B, CCC, CC, C - Bonds rated BB, B, CCC, CC, and C are regarded, on balance, as predominantly speculative with respect to capacity to pay interest and repay principal in accordance with the terms of the obligation. BB indicates the lowest degree of speculation and C the highest degree of speculation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

CI - The rating CI is reserved for income bonds on which no interest is being paid.

D - Bonds rated D are in default, and payment of interest and/or repayment of principal is in arrears.

Plus (+) or Minus (-) - The ratings above may be modified by the addition of a plus or minus sign to show relative standing within the major categories.

Moody's corporate bond ratings

Aaa - Bonds rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large or an exceptionally stable margin, and principal is secure. Although the various protective elements are likely to change, the changes that can be visualized are most unlikely to impair the fundamentally strong position of the issuer.

Aa - Bonds rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they comprise what are generally known as "high grade bonds." They are rated lower than the best bonds because margins of protection may not be as large as in Aaa-rated securities, fluctuation of protective elements may be of greater amplitude, or there may be other

Appendix-1

elements present that make the long-term risks appear somewhat larger than in Aaa-rated securities.

A - Bonds rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present that suggest a susceptibility to impairment sometime in the future.

Baa - Bonds which are rated Baa are considered as medium grade obligations; i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. These bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba - Bonds rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B - Bonds rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period time may be small.

Caa - Bonds rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca - Bonds rated Ca represent obligations that are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C - Bonds rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

Modifiers - Moody's may apply numerical modifiers 1, 2, and 3 in each generic rating classification described above. The modifier 1 indicates that the security ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issuer ranks in the lower end of its generic rating category.

S&P commercial paper ratings

A-1 - This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+).

Moody's commercial paper ratings

Issuers rated Prime-1 (or related supporting institutions), also known as P-1, have a superior capacity for repayment of short-term promissory obligations. Prime-1 repayment capacity will normally be evidenced by the following characteristics:

Appendix-2

- Leading market positions in well-established industries;

- High rates of return on funds employed;

- Conservative capitalization structures with moderate reliance on debt and ample asset protection;

- Broad margins in earnings coverage of fixed financial charges and high internal cash generation; and

- Well-established access to a range of financial markets and assured sources of alternate liquidity.

S&P Short-Term Ratings

SP-1 - Top-tier investment grade short-term rating reflects superior ability of repayment. Those issues determined to possess extraordinary safety characteristics are denoted with a plus sign (+).

MOODY'S Short-Term Ratings:

MIG 1, VMIG 1 - Top-tier investment grade short-term ratings reflect superior ability of repayment.

Appendix-3

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
POST-EFFECTIVE AMENDMENT NO. 56 ON FORM N-1A

PART C

OTHER INFORMATION

Item 23. Exhibits

Exhibit Number Description

(a) (1) Amended and Restated Certificate of Trust of the Registrant
- Filed herewith.

(2)           Trust Instrument of Registrant - Filed herewith.



(3)           Amendment to Trust Instrument executed November 9, 1998
              - Filed herewith.

(4) Amendment to Trust Instrument executed September 18, 2006
- Filed herewith.

(b) (1) By-laws of Registrant - Filed herewith.

(2) Amendment to By-laws executed April 20, 1998
- Filed herewith.

(3) Amendment to By-laws executed November 9, 1998
- Filed herewith.

(2) By-laws of Registrant, Articles V, VI and VIII
- Filed herewith as part of Exhibit (b)(1).

(d) (1) Management Agreement Between Registrant and Neuberger Berman Management Inc. - Filed herewith.

      (2)           Sub-Advisory Agreement Between Neuberger Berman Management
                    Inc. and Neuberger Berman, LLC with Respect to Registrant
                    - Filed herewith.




      (3)           Assignment and Assumption Agreement Between Neuberger
                    Berman, LLC and Lehman Brothers Asset Management LLC with
                    Respect to the Lehman Brothers High Income Bond Fund and
                    Lehman Brothers Short Duration Bond Fund -
                    Filed herewith.

Exhibit Number      Description
--------------      -----------
(e)   (1)           Distribution Agreement Between Registrant and Neuberger
                    Berman Management Inc. for Class I Shares - Filed herewith.



      (2)           Distribution and Services Agreement Between Registrant
                    and Neuberger Berman Management Inc. for Class S Shares
                    - Filed herewith.



(f)                 Bonus or Profit Sharing Contracts. None.




(g)   (1)           Custodian Contract Between Registrant and State Street Bank
                    and Trust Company - Filed herewith.

(2) Amendment to Custodian Contract Between Registrant and State Street Bank and Trust Company - Filed herewith.

      (3)           Custodian Fee Schedule - Filed herewith.




(h)   (1)           Transfer Agency Agreement Between Registrant and State
                    Street Bank and Trust Company - Filed herewith.




      (2)           Administration Agreement for I Class Shares Between
                    Registrant and Neuberger Berman Management Inc.
                    - Filed herewith.




      (3)           Administration Agreement for S Class Shares Between
                    Registrant and Neuberger Berman Management Inc.
                    - Filed herewith.




      (4)           Form of Fund Participation Agreement. - Filed herewith.




      (5)           Expense Limitation Agreement between Registrant, on behalf
                    of the Balanced, Growth, Guardian (Class I), Lehman Brothers
                    Short Duration Bond (formerly, Limited Maturity Bond),
                    Mid-Cap Growth (Class I) and Partners Portfolios, and
                    Neuberger Berman Management Inc. - Incorporated by reference
                    to Post-Effective Amendment No. 37
                    to Registrant's Registration Statement, File Nos. 2-88566
                    and 811-4255 filed with the Securities and Exchange
                    Commission on April 26, 2002.

      (6)           Amended and Restated Expense Limitation Agreement between
                    Registrant, on behalf of the Fasciano, Guardian (Class S),
                    International, International Large Cap, Lehman Brothers High
                    Income Bond, Mid-Cap Growth (Class S), Socially Responsive
                    (Class I and Class S), Real Estate and Regency Portfolios
                    (Class I and Class S), and Neuberger Berman Management
                    Inc.- Filed herewith.


      (7)           Form of Distribution and Administrative Services Agreement
                    on behalf of Registrant - Incorporated by reference to
                    Post-Effective Amendment No. 44 to Registrant's Registration
                    Statement, File Nos. 2-88566 and 811-4255 filed with the
                    Securities and Exchange Commission on February 23, 2004.

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Exhibit Number      Description
--------------      -----------


      (8)           Form of Services Agreement on behalf of
                    Registrant - Incorporated by reference to Post-Effective
                    Amendment No. 44 to Registrant's Registration Statement,
                    File Nos. 2-88566 and 811-4255 filed with the Securities and
                    Exchange Commission on February 23, 2004.

(i) Consent of Counsel - Filed herewith.

(j) (1) Consent of Independent Registered Public Accounting Firm
- Filed herewith.

      (2)           Consent of Independent Registered Public Accounting Firm
                    (High Income Bond Portfolio and International Large Cap
                    Portfolio) - Filed herewith.


(k)                 Financial Statements Omitted from Prospectus.  None.

(l)                 Initial Capital Agreements.  None.


(m)   (1)           Plan Pursuant to Rule 12b-1 (non-fee) - Filed herewith.




      (2)           Plan Pursuant to Rule 12b-1 (Class S) - Filed herewith.



(n)   (1)           Rule 18f-3 Plan - Filed herewith.

(o)                 Power of Attorney. - Filed herewith.


(p)   (1)           Code of Ethics for Principal Executive and Senior Financial
                    Officers



      (2)           Neuberger Berman Code of Ethics



      (3)           Lehman Brothers Code of Ethics


Item 24.   Persons Controlled By or Under Common Control with Registrant
--------   -------------------------------------------------------------

No person is controlled by or under common control with the Registrant.

Item 25. Indemnification:

A Delaware statutory trust may provide in its governing instrument for indemnification of its officers and trustees from and against any and all claims and demands whatsoever. Article IX, Section 2 of the Trust Instrument provides that the Registrant shall indemnify any present or former trustee, officer, employee or agent of the Registrant ("Covered Person") to the fullest

-3-

extent permitted by law against liability and all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding ("Action") in which he becomes involved as a party or otherwise by virtue of his being or having been a Covered Person and against amounts paid or incurred by him in settlement thereof. Indemnification will not be provided to a person adjudged by a court or other body to be liable to the Registrant or its shareholders by reason of "willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office" ("Disabling Conduct"), or not to have acted in good faith in the reasonable belief that his action was in the best interest of the Registrant. In the event of a settlement, no indemnification may be provided unless there has been a determination that the officer or trustee did not engage in Disabling Conduct
(i) by the court or other body approving the settlement; (ii) by at least a majority of those trustees who are neither interested persons, as that term is defined in the Investment Company Act of 1940, of the Registrant ("Independent Trustees"), nor are parties to the matter based upon a review of readily available facts; or (iii) by written opinion of independent legal counsel based upon a review of readily available facts.

Pursuant to Article IX, Section 3 of the Trust Instrument, if any present or former shareholder of any series ("Series") of the Registrant shall be held personally liable solely by reason of his being or having been a shareholder and not because of his acts or omissions or for some other reason, the present or former shareholder (or his heirs, executors, administrators or other legal representatives or in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Registrant, on behalf of the affected Series, shall, upon request by such shareholder, assume the defense of any claim made against such shareholder for any act or obligation of the Series and satisfy any judgment thereon from the assets of the Series.

Section 9 of the Management Agreement between Advisers Managers Trust and Neuberger Berman Management Incorporated ("NB Management") provides that neither NB Management nor any director, officer or employee of NB Management performing services for any Series of Advisers Managers Trust (each a "Portfolio") at the direction or request of NB Management in connection with NB Management's discharge of its obligations under the Agreement shall be liable for any error of judgment or mistake of law or for any loss suffered by a Series in connection with any matter to which the Agreement relates; provided, that nothing in the Agreement shall be construed (i) to protect NB Management against any liability to Advisers Managers Trust or a Series of Advisers Managers Trust or its interest holders to which NB Management would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of NB Management's duties, or by reason of NB Management's reckless disregard of its obligations and duties under the Agreement, or (ii) to protect any director, officer or employee of NB Management who is or was a Trustee or officer of Advisers Managers Trust against any liability to Advisers Managers Trust or a Series or its interest holders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with Advisers Managers Trust.

Section 1 of the Sub-Advisory Agreement between Advisers Managers Trust and Neuberger Berman, LLC ("Sub-Adviser") provides that in the absence of willful misfeasance,

-4-

bad faith or gross negligence in the performance of its duties, or of reckless disregard of its duties and obligations under the Agreement, the Sub-Adviser will not be subject to liability for any act or omission or any loss suffered by any Series of Advisers Managers Trust or its interest holders in connection with the matters to which the Agreement relates.

Section 9.1 of the Administration Agreement between the Registrant and NB Management provides that NB Management will not be liable to the Registrant for any action taken or omitted to be taken by NB Management in good faith and with due care in accordance with such instructions, or with the advice or opinion, of legal counsel for a Portfolio of the Trust or for the Administrator in respect of any matter arising in connection with the Administration Agreement. NB Management shall be protected in acting upon any such instructions, advice or opinion and upon any other paper or document delivered by a Portfolio or such legal counsel which NB Management believes to be genuine and to have been signed by the proper person or persons, and NB Management shall not be held to have notice of any change of status or authority of any officer or representative of the Trust, until receipt of written notice thereof from the Portfolio. Section 12 of the Administration Agreement provides that each Portfolio of the Registrant shall indemnify NB Management and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by NB Management that result from: (i) any claim, action, suit or proceeding in connection with NB Management's entry into or performance of the Agreement with respect to such Portfolio; or (ii) any action taken or omission to act committed by NB Management in the performance of its obligations under the Agreement with respect to such Portfolio; or (iii) any action of NB Management upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Portfolio; provided, that NB Management will not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of NB Management, or its employees, agents or contractors. Amounts payable by the Registrant under this provision shall be payable solely out of assets belonging to that Portfolio, and not from assets belonging to any other Portfolio of the Registrant. Section 13 of the Administration Agreement provides that NB Management will indemnify each Portfolio of the Registrant and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by such Portfolio of the Registrant that result from: (i) NB Management's failure to comply with the terms of the Agreement; or (ii) NB Management's lack of good faith in performing its obligations under the Agreement; or (iii) the negligence or misconduct of NB Management, or its employees, agents or contractors in connection with the Agreement. A Portfolio of the Registrant shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of that Portfolio or its employees, agents or contractors other than NB Management, unless such negligence or misconduct results from or is accompanied by negligence or misconduct on the part of NB Management, any affiliated person of NB Management, or any affiliated person of an affiliated person of NB Management.

Section 14 of the Distribution Agreement between the Registrant and NB Management provides that NB Management shall look only to the assets of a Portfolio for the Registrant's performance of the Agreement by the Registrant on behalf of such Portfolio, and neither the Trustees nor any of the Registrant's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

-5-

Insofar as indemnification for liabilities arising under the Securities Act of 1933 ("1933 Act") may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Item 26. Business and Other Connections of Adviser and Sub-Adviser

There is set forth below information as to any other business, profession, vocation or employment of a substantial nature in which each director or officer of Neuberger Berman Management Inc. ("NB Management") and each executive officer of Neuberger Berman, LLC is, or at any time during the past two years has been, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee.

NAME                                          BUSINESS AND OTHER CONNECTIONS
---------------------------------------       -----------------------------------------------------------


Ann H. Benjamin                               Portfolio Manager, High Income Bond Portfolio, a series of
Vice President, NB Management                 Neuberger Berman Advisers Management Trust; Portfolio Manager,
                                              Lehman Brothers High Income Bond Fund and Lehman
                                              Brothers Strategic Income Fund, each a series of Neuberger
                                              Berman Income Funds; Portfolio Manager, Neuberger Berman Income
                                              Opportunity Fund Inc.


Michael L. Bowyer                             Associate Portfolio Manager, Neuberger Berman Genesis Fund, a series
Vice President, NB Management                 of Neuberger Berman Equity Funds.



Claudia A. Brandon                            Senior Vice President, Neuberger Berman, LLC since 2007; Vice
Senior Vice President/Mutual Fund Board;      President, Neuberger Berman, LLC from 2002 to 2006; Employee,
Relations and Assistant Secretary, NB         Neuberger Berman, LLC since 1999; Secretary, Neuberger Berman Advisers
Management.                                   Management Trust; Secretary, Neuberger Berman Equity Funds; Secretary,
                                              Neuberger Berman Income Funds; Secretary, Neuberger Berman Real Estate
                                              Income Fund Inc.; Secretary, Neuberger Berman Intermediate Municipal
                                              Fund Inc.; Secretary, Neuberger Berman New York Intermediate Municipal
                                              Fund Inc.; Secretary, Neuberger Berman California Intermediate
                                              Municipal Fund Inc.; Secretary, Neuberger Berman Realty Income Fund
                                              Inc.; Secretary, Neuberger Berman Income Opportunity Fund Inc.;
                                              Secretary, Neuberger Berman Real

-6-

NAME                                          BUSINESS AND OTHER CONNECTIONS
---------------------------------------       -----------------------------------------------------------

                                              Estate Securities Income Fund Inc.; Secretary, Neuberger Berman Dividend
                                              Advantage Fund Inc.; Secretary, Neuberger Berman Institutional Liquidity
                                              Series; Secretary, Lehman Brothers Institutional Liquidity Series;
                                              Secretary, Institutional Liquidity Trust; Secretary, Lehman  Brothers
                                              Reserve Liquidity Series.

Steven R. Brown                               Managing Director, Neuberger Berman, LLC; Portfolio Manager, Neuberger
Vice President, NB Management.                Berman Real Estate Income Fund Inc.; Portfolio Manager, Neuberger
                                              Berman Realty Income Fund Inc.; Portfolio Manager, Neuberger Berman Income
                                              Opportunity Fund Inc.; Portfolio Manager, Neuberger Berman Real Estate
                                              Securities Income Fund Inc.; Portfolio Manager, Neuberger Berman Dividend
                                              Advantage Fund Inc.; Portfolio Manager, Neuberger Berman Real Estate Fund,
                                              a series of Neuberger Berman Equity Funds; Portfolio Manager, Real Estate
                                              Portfolio, a series of Neuberger Berman Advisers Management Trust;
                                              Portfolio Manager, Neuberger Berman Strategic Income Fund, a series of
                                              Neuberger Berman Income Funds.

David H. Burshtan                             Portfolio Manager, Neuberger Berman Millennium Fund, a series of
Vice President, NB Management.                Neuberger Berman Equity Funds.

Lori B. Canell                                Managing Director, Neuberger Berman, LLC; Portfolio Manager, Neuberger
Vice President, NB Management.                Berman California Intermediate Municipal Fund Inc.; Portfolio Manager,
                                              Neuberger Berman Intermediate Municipal Fund Inc.; Portfolio Manager,
                                              Neuberger Berman New York Intermediate Municipal Fund Inc.

Robert Conti                                  Senior Vice President of Neuberger Berman, LLC, since 2003; Vice
Senior Vice President, NB Management.         President, Neuberger Berman, LLC, from 1999 to 2003; Vice President,
                                              Neuberger Berman Income Funds; Vice President, Neuberger Berman Equity
                                              Funds; Vice President, Neuberger Berman Advisers Management Trust; Vice
                                              President, Neuberger Berman Real Estate Income Fund Inc.; Vice President,
                                              Neuberger Berman Intermediate Municipal Fund Inc.; Vice President,
                                              Neuberger Berman New York Intermediate Municipal Fund Inc.; Vice
                                              President, Neuberger Berman California Intermediate Municipal Fund Inc.;
                                              Vice President, Neuberger Berman Realty Income Fund Inc.; Vice President,

-7-

NAME BUSINESS AND OTHER CONNECTIONS
--------------------------------------- -----------------------------------------------------------

Neuberger Berman Income Opportunity Fund Inc.;Vice President, Neuberger
Berman Real Estate Securities Income Fund Inc.; Vice President, Neuberger
Berman Dividend Advantage Fund Inc.; Vice President, Neuberger Berman
Institutional Liquidity Series; Vice President, Lehman Brothers
Institutional Liquidity Series; Vice President, Institutional Liquidity
Trust; Vice President, Lehman Brothers Reserve Liquidity Series.

Robert B. Corman Managing Director, Neuberger Berman, LLC; Portfolio Manager, Neuberger
Vice President, NB Management. Berman Focus Fund, a series of Neuberger Berman Equity Funds.

Robert W. D'Alelio Managing Director, Neuberger Berman, LLC; Portfolio Manager, Neuberger
Vice President, NB Management. Berman Genesis Fund, a series of Neuberger Berman Equity Funds.

Cynthia L. Damian None.
Vice President, NB Management.

John E. Dugenske Portfolio Manager, Balanced Portfolio and Limited Maturity Bond
Vice President, NB Management. Portfolio, each a series of Neuberger Berman Advisers Management
Trust; Portfolio Manager, Lehman Brothers Short Duration Bond Fund and
Lehman Brothers Strategic Income Fund, each a series of Neuberger Berman
Income Funds.

Ingrid Dyott Vice President, Neuberger Berman, LLC; Associate Portfolio Manager,
Vice President, NB Management. Guardian Portfolio, a series of Neuberger Berman Advisers Management
Trust; Portfolio Manager, Socially Responsive Portfolio, a series of
Neuberger Berman Advisers Management Trust; Associate Portfolio Manager,
Neuberger Berman Guardian Fund, a series of Neuberger Berman Equity Funds;
Portfolio Manager, Neuberger Berman Socially Responsive Fund, a series of
Neuberger Berman Equity Funds.

Michael F. Fasciano Managing Director, Neuberger Berman, LLC since March 2001; Portfolio
Vice President, NB Management. Manager, Neuberger Berman Fasciano Fund, a series of Neuberger Berman
Equity Funds; Portfolio Manager, Fasciano Portfolio, a series of Neuberger
Berman Advisers Management Trust.

-8-

NAME                                          BUSINESS AND OTHER CONNECTIONS
---------------------------------------       -----------------------------------------------------------


William J. Furrer                             Portfolio Manager, Lehman Brothers Municipal Money Fund, Lehman
Vice President, NB Management.                Brothers National Municipal Money Fund, Lehman Brothers New York
                                              Municipal Money Fund, Lehman Brothers Municipal Securities Trust and
                                              Lehman Brothers Tax-Free Money Fund, each a series of Neuberger Berman
                                              Income Funds.


Brian J. Gaffney                              Managing Director, Neuberger Berman, LLC since 1999; Vice President,
Senior Vice President, NB Management.         Neuberger Berman Income Funds; Vice President, Neuberger Berman Equity
                                              Funds; Vice President, Neuberger Berman Advisers Management Trust;
                                              Vice President, Neuberger Berman Real Estate Income Fund Inc.; Vice
                                              President, Neuberger Berman Intermediate Municipal Fund Inc.; Vice
                                              President, Neuberger Berman New York Intermediate Municipal Fund Inc.;
                                              Vice President, Neuberger Berman California Intermediate Municipal
                                              Fund Inc.; Vice President, Neuberger Berman Realty Income Fund Inc.;
                                              Vice President, Neuberger Berman Income Opportunity Fund Inc.; Vice
                                              President, Neuberger Berman Real Estate Securities Income Fund Inc.;
                                              Vice President, Neuberger Berman Dividend Advantage Fund Inc.; Vice
                                              President, Neuberger Berman Institutional Liquidity Series; Vice
                                              President, Lehman Brothers Institutional Liquidity Series; Vice
                                              President, Institutional Liquidity Trust; Vice President, Lehman
                                              Brothers Reserve Liquidity Series.

Maxine L. Gerson                              Senior Vice President, Neuberger Berman, LLC since 2002; Deputy
Secretary and General Counsel,                General Counsel and Assistant Secretary, Neuberger Berman, LLC since
NB Management.                                2001; Chief Legal Officer, Neuberger Berman Income Funds; Chief Legal
                                              Officer, Neuberger Berman Equity Funds; Chief Legal Officer, Neuberger
                                              Berman Advisers Management Trust; Chief Legal Officer, Neuberger
                                              Berman Real Estate Income Fund Inc.; Chief Legal Officer, Neuberger
                                              Berman Intermediate Municipal Fund Inc.; Chief Legal Officer,
                                              Neuberger Berman New York Intermediate Municipal Fund Inc.; Chief
                                              Legal Officer, Neuberger Berman California Intermediate Municipal Fund
                                              Inc.; Chief Legal Officer, Neuberger Berman Realty Income Fund Inc.;
                                              Chief Legal Officer, Neuberger Berman Income Opportunity Fund Inc.;
                                              Chief Legal Officer, Neuberger Berman Real Estate Securities Income
                                              Fund Inc.; Chief Legal Officer, Neuberger Berman Dividend Advantage

-9-

NAME BUSINESS AND OTHER CONNECTIONS
--------------------------------------- -----------------------------------------------------------

Fund Inc.; Chief Legal Officer, Neuberger Berman Institutional
Liquidity Series; Chief Legal Officer, Lehman Brothers Institutional
Liquidity Series; Chief Legal Officer, Institutional Liquidity Trust;
Chief Legal Officer, Lehman Brothers Reserve Liquidity Series.

Edward S. Grieb Senior Vice President and Treasurer, Neuberger Berman, LLC; Treasurer,
Treasurer and Chief Financial Officer, NB Neuberger Berman Inc.
Management.

Michael J. Hanratty None.
Vice President, NB Management.

James L. Iselin Portfolio Manager, Lehman Brothers Municipal Securities Trust, a
Vice President, NB Management series of Neuberger Berman Income Funds.

Milu E. Komer Associate Portfolio Manager, International Portfolio, a series of
Vice President, NB Management. Neuberger Berman Advisers Management Trust; Associate Portfolio
Manager, Neuberger Berman International Fund, Neuberger Berman
International Institutional Fund and Neuberger Berman International Large
Cap Fund, each a series of Neuberger Berman Equity Funds.

Sajjad S. Ladiwala Associate Portfolio Manager, Guardian Portfolio and Socially
Vice President, NB Management. Responsive Portfolio, each a series of Neuberger Berman Advisers
Management Trust; Associate
Portfolio Manager, Neuberger
Berman Guardian Fund and Neuberger
Berman Socially Responsive Fund,
each a series of Neuberger Berman
Equity Funds.

Jeffrey B. Lane President and Chief Operating Officer, Neuberger Berman, LLC; Director
Director, NB Management. and President, Neuberger Berman Inc.

Richard S. Levine Portfolio Manager, Lehman Brothers Strategic Income Fund, a series of
Vice President, NB Management. Neuberger Berman Income Funds; Portfolio Manager, Neuberger Berman
Dividend Advantage Fund Inc.

John A. Lovito Portfolio Manager, Lehman Brothers Strategic Income Fund, a series of
Vice President, NB Management. Neuberger Berman Income Funds.

Arthur Moretti Managing Director, Neuberger Berman, LLC since June 2001; Portfolio
Vice President, NB Management. Manager, Neuberger Berman Guardian Fund and Neuberger Berman Socially

-10-

NAME                                          BUSINESS AND OTHER CONNECTIONS
---------------------------------------       -----------------------------------------------------------

                                              Responsive Fund, each a series of Neuberger Berman Equity Funds;
                                              Portfolio Manager, Guardian Portfolio and Socially Responsive
                                              Portfolio, each a series of Neuberger Berman Advisers
                                              Management Trust.

S. Basu Mullick                               Managing Director, Neuberger Berman, LLC; Portfolio
                                              Manager, Neuberger Vice President, NB Management. Berman Partners Fund and
                                              Neuberger Berman Regency Fund, each a series of Neuberger Berman Equity
                                              Funds; Portfolio Manager, Partners Portfolio and Regency Portfolio, each a
                                              series of Neuberger Berman Advisers Management Trust.


Thomas P. O'Reilly                            Portfolio Manager, Neuberger Berman Income Opportunity Fund Inc.;
Vice President, NB Management.                Portfolio Manager, Lehman Brothers Strategic Income Fund and Lehman
                                              Brothers High Income Bond Fund, each a series of Neuberger Berman
                                              Income Funds; Portfolio Manager, High Income Bond Portfolio, a
                                              series of Neuberger Berman Advisers Management Trust.


Loraine Olavarria                             None.
Assistant Secretary, NB Management.

Elizabeth Reagan                              None.
Vice President, NB Management.

Brett S. Reiner                               Associate Portfolio Manager, Neuberger Berman Genesis Fund, a series
Vice President, NB Management.                of Neuberger Berman Equity Funds.


Jack L. Rivkin                                Executive Vice President, Neuberger Berman, LLC; Executive Vice
Chairman and Director, NB Management.         President, Neuberger Berman Inc.; President and Director, Neuberger
                                              Berman Real Estate Income Fund Inc; President and Director, Neuberger
                                              Berman Intermediate Municipal Fund Inc.; President and Director, Neuberger
                                              Berman New York Intermediate Municipal Fund Inc.; President and Director,
                                              Neuberger Berman California Intermediate Municipal Fund Inc.; President
                                              and Trustee, Neuberger Berman Advisers Management Trust; President and
                                              Trustee, Neuberger Berman Equity Funds; President and Trustee, Neuberger
                                              Berman Income Funds; President and Director, Neuberger Berman Realty
                                              Income Fund Inc.; President and Director, Neuberger Berman Income

-11-

NAME                                          BUSINESS AND OTHER CONNECTIONS
---------------------------------------       -----------------------------------------------------------
                                              Opportunity Fund Inc.; President and Director, Neuberger Berman Real
                                              Estate Securities Income Fund Inc.; President, Director and Portfolio
                                              Manager, Neuberger Berman Dividend Advantage Fund Inc.; President and
                                              Trustee, Neuberger Berman Institutional Liquidity Series; President and
                                              Trustee, Lehman Brothers Institutional Liquidity Series; President and
                                              Trustee, Institutional Liquidity Trust; President and Trustee, Lehman
                                              Brothers Reserve Liquidity Series; Portfolio Manager, Lehman Brothers
                                              Strategic Income Fund, a series of Neuberger Berman Income Funds;
                                              Director, Dale Carnegie and Associates, Inc. since 1998; Director,
                                              Solbright, Inc. since 1998.


Benjamin E. Segal                             Managing Director, Neuberger Berman, LLC since November 2000, prior
Vice President, NB Management.                thereto, Vice President, Neuberger Berman, LLC; Portfolio Manager,
                                              Neuberger Berman International Fund, Neuberger Berman International
                                              Institutional Fund and Neuberger Berman International Large Cap Fund, each
                                              a series of Neuberger Berman Equity Funds; Portfolio Manager,
                                              International Portfolio, a series of Neuberger Berman Advisers Management
                                              Trust.


Thomas Sontag                                 Managing Director, Neuberger Berman, LLC; Portfolio Manager, Lehman
Vice President, NB Management                 Brothers Short Duration Bond Fund and Lehman Brothers Strategic Income
                                              Fund, each a series of Neuberger Berman Income Funds.


Michelle B. Stein                             Portfolio Manager, Neuberger Berman Dividend Advantage Fund Inc.
Vice President, NB Management.

Peter E. Sundman                              Executive Vice President, Neuberger Berman Inc. since 1999; Head of
President and Director, NB Management.        Neuberger Berman Inc.'s Mutual Funds Business (since 1999) and
                                              Institutional Business (1999 to October 2005); responsible for Managed
                                              Accounts Business and intermediary distribution since October 1999;
                                              Managing Director, Neuberger Berman since 2005; formerly, Executive Vice
                                              President, Neuberger Berman, 1999 to December 2005; Director and Vice
                                              President, Neuberger & Berman Agency, Inc. since 2000; Chairman of the
                                              Board, Chief Executive Officer and Trustee, Neuberger Berman Income Funds;
                                              Chairman of the Board, Chief Executive Officer and Trustee, Neuberger
                                              Berman Advisers Management Trust; Chairman of the Board, Chief Executive
                                              Officer and Trustee, Neuberger Berman Equity Funds; Chairman of the Board,

-12-

NAME                                          BUSINESS AND OTHER CONNECTIONS
---------------------------------------       -----------------------------------------------------------
                                              Chief Executive Officer and Director, Neuberger Berman Real Estate Income
                                              Fund Inc.; Chairman of the Board, Chief Executive Officer and Director,
                                              Neuberger Berman Intermediate Municipal Fund Inc.; Chairman of the Board,
                                              Chief Executive Officer and Director, Neuberger Berman New York
                                              Intermediate Municipal Fund Inc.; Chairman of the Board, Chief Executive
                                              Officer and Director, Neuberger Berman California Intermediate Municipal
                                              Fund Inc.; Chairman of the Board, Chief Executive Officer and Director,
                                              Neuberger Berman Realty Income Fund Inc.; Chairman of the Board, Chief
                                              Executive Officer and Director, Neuberger Berman Income Opportunity Fund
                                              Inc.; Chairman of the Board, Chief Executive Officer and Director,
                                              Neuberger Berman Real Estate Securities Income Fund Inc.; Chairman of the
                                              Board, Chief Executive Officer and Director, Neuberger Berman Dividend
                                              Advantage Fund Inc.; Chairman of the Board, Chief Executive Officer and
                                              Trustee, Neuberger Berman Institutional Liquidity Series; Chairman of the
                                              Board, Chief Executive Officer and Trustee, Lehman Brothers Institutional
                                              Liquidity Series; Chairman of the Board, Chief Executive Officer and
                                              Trustee, Institutional Liquidity Trust; Chairman of the Board, Chief
                                              Executive Officer and Trustee, Lehman Brothers Reserve Liquidity Series;
                                              Trustee, College of Wooster.

Kenneth J. Turek                              Portfolio Manager, Balanced Portfolio, Growth Portfolio and Mid-Cap
Vice President, NB Management.                Growth Portfolio, each a series of Neuberger Berman Advisers
                                              Management Trust; Portfolio
                                              Manager, Neuberger Berman Century
                                              Fund and Neuberger Berman
                                              Manhattan Fund, each a series of
                                              Neuberger Berman Equity Funds.

Judith M. Vale                                Managing Director, Neuberger Berman, LLC; Portfolio Manager, Neuberger
Vice President, NB Management.                Berman Genesis Fund, a series of Neuberger Berman Equity Funds.

John T. Zielinsky                             Portfolio Manager, Neuberger Berman Century Fund, a series of
Vice President, NB Management.                Neuberger Berman Equity Funds.

-13-

Item 27. Principal Underwriters

(a) Neuberger Berman Management Inc., the principal underwriter distributing securities of the Registrant, is also the principal underwriter and distributor for each of the following investment companies:

Neuberger Berman Equity Funds Neuberger Berman Income Funds Neuberger Berman Institutional Liquidity Series Lehman Brothers Institutional Liquidity Funds Lehman Brothers Institutional Liquidity Cash Management Funds Lehman Brothers Reserve Liquidity Funds

(b) Set forth below is information concerning the directors and officers of the Registrant's principal underwriter. The principal business address of each of the persons listed is 605 Third Avenue, New York, New York 10158-0180, which is also the address of the Registrant's principal underwriter.

NAME                            POSITIONS AND OFFICES WITH UNDERWRITER      POSITIONS AND OFFICES WITH REGISTRANT

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

Ann H. Benjamin                 Vice President                              None
Michael L. Bowyer               Vice President                              None


Claudia A. Brandon              Senior Vice President/Mutual Fund Board     Secretary
                                Relations & Assistant Secretary

Thomas J. Brophy                Vice President                              None

Steven R. Brown                 Vice President                              None
David H. Burshtan               Vice President                              None
Lori B. Canell                  Vice President                              None
Robert Conti                    Senior Vice President                       Vice President
Robert B. Corman                Vice President                              None

-14-

NAME POSITIONS AND OFFICES WITH UNDERWRITER POSITIONS AND OFFICES WITH REGISTRANT

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

Robert W. D'Alelio Vice President None
John E. Dugenske Vice President None
Ingrid Dyott Vice President None
Michael F. Fasciano Vice President None
Janet A. Fiorenza Vice President None
William J. Furrer Vice President None
Brian J. Gaffney Senior Vice President Vice President
Maxine L. Gerson Secretary Chief Legal Officer (only for purposes
of sections 307 and 406 of the Sarbanes
- Oxley Act of 2002)
Edward S. Grieb Treasurer and Chief Financial Officer None
Michael J. Hanratty Vice President None
Milu E. Komer Vice President None
Sajjad S. Ladiwala Vice President None
Richard S. Levine Vice President None
John A. Lovito Vice President None
Kelly M. Landron Vice President None
Jeffrey B. Lane Director None
Arthur Moretti Vice President None
S. Basu Mullick Vice President None
Thomas P. O'Reilly Vice President None
Loraine Olavarria Assistant Secretary None

-15-

NAME                            POSITIONS AND OFFICES WITH UNDERWRITER      POSITIONS AND OFFICES WITH REGISTRANT

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

Elizabeth Reagan                Vice President                              None
Brett S. Reiner                 Vice President                              None
Jack L. Rivkin                  Chairman and Director                       President and Trustee
Benjamin E. Segal               Vice President                              None
Michelle B. Stein               Vice President                              None
Kenneth J. Turek                Vice President                              None
Peter E. Sundman                President and Director                      Chairman of the Board, Chief Executive
                                                                            Officer and Trustee
Judith M. Vale                  Vice President                              None
Chamaine Williams               Chief Compliance Officer                    Chief Compliance Officer
John T. Zielinsky               Vice President                              None

(c) No commissions or compensation were received directly or indirectly from the Registrant by any principal underwriter who was not an affiliated person of the Registrant.

Item 28. Location of Accounts and Records

All accounts, books and other documents required to be maintained by
Section 31 (a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder with respect to the Registrant are maintained at the offices of State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110, except for the Registrant's Trust Instrument and Bylaws, minutes of meetings of the Registrant's Trustees and shareholders and the Registrant's policies and contracts, which are maintained at the offices of the Registrant, 605 Third Avenue, New York, New York 10158.

Item 29. Management Services

Other than as set forth in Parts A and B of this Registration Statement, the Registrant is not a party to any management-related service contract.

Item 30. Undertakings

None.

-16-

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the 1933 Act and has duly caused this Post-Effective Amendment No. 56 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York on the 1st day of May, 2007.

NEUBERGER BERMAN
ADVISERS MANAGEMENT TRUST

By:      /s/ Peter Sundman
         --------------------------
         Peter Sundman
         Chairman, Principal Executive Officer
         and Trustee

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 56 to the Registration Statement of Neuberger Berman Advisers Management Trust has been signed below by the following trustees and officers of the Registrant in the capacities and on the date indicated.

Signature                                   Title                                       Date




/s/ Peter Sundman                           Chairman and Trustee                        May 1, 2007
--------------------------
Peter Sundman                               (Chief Executive Officer)





/s/ John M. McGovern                        Treasurer                                   May 1, 2007
--------------------------
John M. McGovern                            (Principal Financial and
                                            Accounting Officer)





                                            Trustee                                     May 1, 2007
--------------------------
John Cannon*





                                            Trustee                                     May 1, 2007
--------------------------
Faith Colish*

-17-

Signature                                   Title                                       Date




                                            Trustee                                     May 1, 2007
--------------------------
C. Anne Harvey*




                                            Trustee                                     May 1, 2007
--------------------------
Robert A. Kavesh*




                                            Trustee                                     May 1, 2007
--------------------------
Michael M. Knetter*





                                            Trustee                                     May 1, 2007
--------------------------
Howard A. Mileaf*





                                            Trustee                                     May 1, 2007
--------------------------
George W. Morriss*





                                            Trustee                                     May 1, 2007
--------------------------
Edward I. O'Brien*





                                            Trustee                                     May 1, 2007
--------------------------
Jack L. Rivkin*                             (President)





                                            Trustee                                     May 1, 2007
--------------------------
William E. Rulon*





                                            Trustee                                     May 1, 2007
--------------------------
Cornelius T. Ryan*





                                            Trustee                                     May 1, 2007
--------------------------
Tom Decker Seip*





                                            Trustee                                     May 1, 2007
--------------------------
Candace L. Straight*

-18-

Signature                                   Title                                       Date




                                            Trustee                                     May 1, 2007
--------------------------
Peter P. Trapp*

*     By:  /s/ Andrew B. Allard
           --------------------
           Andrew B. Allard
           Attorney-in-Fact **

** Pursuant to Power of Attorney filed herewith.

-19-

                                  EXHIBIT INDEX

Exhibit Number        Name of Exhibit


(a)   (1)             Amended and Restated Certificate of Trust




(a)   (2)             Trust Instrument




(a)   (3)             Amendment to Trust Instrument executed November 9, 1998




(a)   (4)             Amendment to Trust Instrument executed September 18, 2006




(b)                   (1) By-laws of Registrant




(b)   (2)             Amendment to By-laws executed April 20, 1998




(b)   (3)             Amendment to By-laws executed November 9, 1998




(d)   (1)             Management Agreement Between Registrant and Neuberger Berman Management Inc.




(d)   (2)             Sub-Advisory Agreement Between Neuberger Berman Management Inc. and Neuberger
                      Berman, LLC with Respect to Registrant




(d)   (3)             Assignment and Assumption Agreement Between Neuberger Berman, LLC and Lehman
                      Brothers Asset Management LLC with respect to the Lehman Brothers High Income
                      Bond Fund and Lehman Brothers Short Duration Bond Fund




(e)   (1)             Distribution Agreement Between Registrant and Neuberger Berman Management Inc.
                      for Class I Shares




(e)   (2)             Distribution and Services Agreement Between Registrant and Neuberger Berman
                      Management Inc. for Class S Shares




(g)   (1)             Custodian Contract Between Registrant and State Street Bank and Trust Company




(g)   (2)             Amendment to Custodian Contract Between Registrant and State Street Bank and
                      Trust Company




(g)                   (3) Custodian Fee Schedule

-20-

Exhibit Number        Name of Exhibit

(h)   (1)             Transfer Agency Agreement Between Registrant and State
                      Street Bank and Trust Company


(h)   (2)             Administration Agreement for I Class Shares Between Registrant and Neuberger
                      Berman Management Inc.




(h)   (3)             Administration Agreement for S Class Shares Between Registrant and Neuberger
                      Berman Management Inc.




(h)    (4)            Form of Fund Participation Agreement




(h)   (6)             Amended and Restated Expense Limitation Agreement between Registrant, on
                      behalf of the Fasciano, Guardian (Class S), International, International
                      Large Cap, Lehman Brothers High Income Bond, Mid-Cap Growth
                      (Class S), Socially Responsive (Class I and Class S), Real
                      Estate and Regency Portfolios (Class I and Class S), and
                      Neuberger Berman Management Inc.




(i)                   Consent of Counsel




(j)   (1)             Consent of Independent Registered Public Accounting Firm





(j)   (2)             Consent of Independent Registered Public Accounting Firm (High Income Bond
                      Portfolio and International Large Cap Portfolio)



(m)   (1)             Plan Pursuant to Rule 12b-1 (non-fee)




(m)   (2)             Plan Pursuant to Rule 12b-1 (Class S)




(n)    (1)            Rule 18f-3 Plan




(o)                   Power of Attorney




(p)   (1)             Code of Ethics for Principal Executive and Senior Financial Officers





(p)    (2)            Neuberger Berman Code of Ethics




(p)   (3)             Lehman Brothers Code of Ethics

-21-

Exhibit (a)(1)

AMENDED AND RESTATED
CERTIFICATE OF TRUST
OF
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

This Certificate of Trust ("Certificate") is amended and restated to reflect a change in the name of the Trust from Neuberger & Berman Advisers Management Trust, which was originally formed on May 25, 1994 to Neuberger Berman Advisers Management Trust (the "Trust"). The Certificate is filed in accordance with the provisions of the Delaware Business Trust Act (12 Del. Code Ann. tit. 12 Section 3801 et seq.) and sets forth the following:

1. The name of the Trust is: Neuberger Berman Advisers Management Trust, formerly Neuberger&Berman Advisers Management Trust.

2. The business address of the registered office of the Trust and of the registered agent of the Trust is:

The Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801

3. This Certificate is effective upon filing.

4. The Trust is a Delaware business trust registered under the Investment Company Act of 1940, as amended. Notice is hereby given that the Trust shall consist of one or more series. The debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series of the Trust shall be enforceable against the assets of such series only, and not against the assets of the Trust generally or any other series.

IN WITNESS WHEREOF, the undersigned, being a Trustee of the Trust, has executed this Certificate on the 5th day of November, 1998.

/s/ Stanley Egener
- ---------------------------
Stanley Egener, as
Trustee and not individually

Address: 605 Third Avenue
New York, New York
10158-0006

STATE OF NEW YORK
CITY OF NEW YORK

Before me this 5th day of November, 1998, personally appeared the above-named Stanley Egener, known to me to be the person who executed the forgoing instrument and who acknowledged that he executed the same.

/s/ Kevin Lyons
---------------------------
Kevin Lyons
Notary Public

My commission expires July 31, 2000

Kevin Lyons
Notary Public, State of New York
No. 31-4824781
Certified in NY County
Commission expires 7/31/2000

Exhibit (a)(2)

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
TRUST INSTRUMENT

This TRUST INSTRUMENT is made on May 23, 1994, by the Trustees, to establish a business trust for the investment and reinvestment of funds contributed to the Trust by investors. The Trustees declare that all money and property contributed to the Trust shall be held and managed in trust pursuant to this Trust Instrument. The name of the Trust created by this Trust Instrument is Neuberger & Berman Advisers Management Trust.

ARTICLE I
DEFINITIONS

Unless otherwise provided or required by the context:

(a) "By-laws" means the By-laws of the Trust adopted by the Trustees, as amended from time to time;

(b) "Class" means the class of Shares of a Series established pursuant to Article IV;

(d) "Covered Person" means a person so defined in Article IX, Section 2;

(e) "Delaware Act" means Chapter 38 of Title 12 of the Delaware Code entitled "Treatment of Delaware Business Trusts," as amended from time to time;

(f) "Majority Shareholder Vote" means "the vote of a majority of the outstanding voting securities" as defined in the 1940 Act;

(g) "Net Asset Value" means the net asset value of each Series of the Trust, determined as provided in Article V, Section 3;

(h) "Outstanding Shares" means Shares shown in the books of the Trust or its transfer agent as then issued and outstanding, but does not include Shares which have been repurchased or redeemed by the Trust and which are held in the treasury of the Trust;

(i) "Series" means a series of Shares established pursuant to Article IV;

(j) Shareholder" means a record owner of Outstanding Shares;

(k) "Shares" means the equal proportionate transferable units of interest into which the beneficial interest of each Series or Class is divided from time to time (including whole Shares and fractions of Shares);

(1) "Trust" means Neuberger & Berman Advisers Management Trust established hereby, and reference to the Trust, when applicable to one or more Series, refers to that Series;

(m) "Trustees" means the persons who have signed this Trust Instrument, so long as they shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly qualified and serving as Trustees in accordance with Article II, in all cases in their capacities as Trustees hereunder;

(n) "Trust Property" means any and all property, real or personal, tangible or intangible, which is owned or held by or for the Trust or any Series or the Trustees on behalf of the Trust or any Series;

(o) The "1940 Act" means the Investment Company Act of 1940, as amended from time to time.

ARTICLE II

THE TRUSTEES

Section 1. Management of the Trust. The business and affairs of the Trust shall be managed by or under the direction of the Trustees, and they shall have all powers necessary or desirable to carry out that responsibility. The Trustees may execute all instruments and take all action they deem necessary or desirable to promote the interests of the Trust. Any determination made by the Trustees in good faith as to what is in the interests of the Trust shall be conclusive.

Section 2. Initial Trustees; Election and Number of Trustees. The initial Trustees shall be the persons initially signing this Trust Instrument. The number of Trustees (other than the initial Trustees) shall be fixed from time to time by a majority of the Trustees; provided, that there shall be at least two (2) Trustees. The Shareholders shall elect the Trustees (other than the initial Trustees) on such dates as the Trustees may fix from time to time.

Section 3. Term of Office of Trustees. Each Trustee shall hold office for life or until his successor is elected or the Trust terminates; except that
(a) any Trustee may resign by delivering to the other Trustees or to any Trust officer a written resignation effective upon such delivery or a later date specified therein; (b) any Trustee may be removed with or without cause at any time by a written instrument signed by at least two-thirds of the other Trustees, specifying the effective date of removal; (c) any Trustee who requests to be retired, or who has become physically or mentally incapacitated or is otherwise unable to serve, may be retired by a written instrument signed by a majority of the other Trustees, specifying the effective date of retirement; and
(d) any Trustee may be removed at any meeting of the Shareholders by a vote of at least two-thirds of the Outstanding Shares.

Section 4. Vacancies; Appointment of Trustees. Whenever a vacancy shall exist in the Board of Trustees, regardless of the reason for such vacancy, the remaining Trustees shall appoint any person as they determine in their sole discretion to fill that vacancy, consistent with the limitations under the 1940 Act. Such appointment shall be made by a written instrument signed by a majority of the Trustees or by a resolution of the Trustees, duly adopted and recorded in the records of the Trust, specifying the effective date of the appointment. The Trustees may appoint a new Trustee as provided above in anticipation of a vacancy expected to occur because of the retirement, resignation, or removal of a Trustee, or an increase in number of Trustees, provided that such appointment shall become effective only at or after the time the expected vacancy occurs. As soon as any such Trustee has accepted his appointment in writing, the trust estate shall vest in the new Trustee, together with the continuing Trustees, without any further act or conveyance, and he shall be deemed a Trustee hereunder. The power of appointment is subject to Section 16(a) of the 1940 Act.

Section 5. Temporary Vacancy or Absence. Whenever a vacancy in the Board of Trustees shall occur, until such vacancy is filled, or while any Trustee is absent from his domicile (unless that Trustee has made arrangements to be informed about, and to participate in, the affairs of the Trust during such absence), or is physically or mentally incapacitated, the remaining Trustees shall have all the powers hereunder and their certificate as to such vacancy, absence, or incapacity shall be conclusive. Any Trustee may, by power of attorney, delegate his powers as Trustee for a period not exceeding six (6) months at any one time to any other Trustee or Trustees.

Section 6. Chairman. The Trustees shall appoint one of their number to be Chairman of the Board of Trustees. The Chairman shall preside at all meetings of the Trustees, shall be responsible for the execution of policies established by the Trustees and the administration of the Trust, and may be the chief executive, financial and/or accounting officer of the Trust.

Section 7. Action by the Trustees. The Trustees shall act by majority vote at a meeting duly called (including at a telephonic meeting, unless the 1940 Act requires that a particular action be taken only at a meeting of Trustees in person) at which a quorum is present or by written consent of a majority of Trustees (or such greater number as may be required by applicable law) without a meeting. A majority of the Trustees shall constitute a quorum at any meeting. Meetings of the Trustees may be called orally or in writing by the Chairman of the Board of Trustees or by any two other Trustees. Notice of the time, date and place of all Trustees meetings shall be given to each Trustee by telephone, facsimile or other electronic mechanism sent to his home or business address at least twenty-four hours in advance of the meeting or by written notice mailed to his home or business address at least seventy-two hours in advance of the meeting. Notice need not be given to any Trustee who attends the meeting without objecting to the lack of notice or who signs a waiver of notice either before or after the meeting. Subject to the requirements of the 1940 Act, the Trustees by majority vote may delegate to any Trustee or Trustees authority to approve particular matters or take particular actions on behalf of the Trust. Any written consent or waiver may be provided and delivered to the Trust by facsimile or other similar electronic mechanism.

Section 8. Ownership of Trust Property. The Trust Property of the Trust and of each Series shall be held separate and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustees. All of the Trust Property and legal title thereto shall at all times be considered as vested in the Trustees on behalf of the Trust, except that the Trustees may cause legal title to any Trust Property to be held by or in the name of the Trust, or in the name of any person as nominee. No Shareholder shall be deemed to have a severable ownership in any individual asset of the Trust or of any Series or any right of partition or possession thereof, but each Shareholder shall have, as provided in Article IV, a proportionate undivided beneficial interest in the Trust or Series represented by Shares.

Section 9. Effect of Trustees Not Serving. The death, resignation, retirement, removal, incapacity, or inability or refusal to serve of the Trustees, or any one of them, shall not operate to annul the Trust or to revoke any existing agency created pursuant to the terms of this Trust Instrument.

Section 10. Trustees, etc. as Shareholders. Subject to any restrictions in the By-laws, any Trustee, officer, agent or independent contractor of the Trust may acquire, own and dispose of Shares to the same extent as any other Shareholder; the Trustees may issue and sell Shares to and buy Shares from any such person or any firm or company in which such person is interested, subject only to any general limitations herein.

ARTICLE III

POWERS OF THE TRUSTEES

Section 1. Powers. The Trustees in all instances shall act as principals, free of the control of the Shareholders. The Trustees shall have full power and authority to take or refrain from taking any action and to execute any contracts and instruments that they may consider necessary or desirable in the management of the Trust. The Trustees shall not in any way be bound or limited by current or future laws or customs applicable to trust investments, but shall have full power and authority to make any investments which they, in their sole discretion, deem proper to accomplish the purposes of the Trust. The Trustees may exercise all of their powers without recourse to any court or other authority. Subject to any applicable limitation herein or in the By-laws or resolutions of the Trust, the Trustees shall have power and authority, without limitation:

(a) To invest and reinvest cash and other property, and to hold cash or other property uninvested, without in any event being bound or limited by any current or future law or custom concerning investments by trustees, and to sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the Trust Property; to invest in obligations and securities of any kind, and without regard to whether they may mature before the possible termination of the Trust; and without limitation to invest all or any part of its cash and other property in securities issued by a registered investment company or series thereof, subject to the provisions of the 1940 Act;

(b) To operate as and carry on the business of a registered investment company, and exercise all the powers necessary and proper to conduct such a business;

(c) To adopt By-laws not inconsistent with this Trust Instrument providing for the conduct of the business of the Trust and to amend and repeal them to the extent such right is not reserved to the Shareholders;

(d) To elect and remove such officers and appoint and terminate such agents as they deem appropriate;

(e) To employ as custodian of any assets of the Trust, subject to any provisions herein or in the By-laws, one or more banks, trust companies or companies that are members of a national securities exchange, or other entities permitted by the Commission to serve as such;

(f) To retain one or more transfer agents and Shareholder servicing agents, or both;

(g) To provide for the distribution of Shares either through a Principal Underwriter as provided herein or by the Trust itself, or both, or pursuant to a distribution plan of any kind;

(h) To set record dates in the manner provided for herein or in the By-laws;

(i) To delegate such authority as they consider desirable to any officers of the Trust and to any agent, independent contractor, manager, investment adviser, custodian or underwriter;

(j) To sell or exchange any or all of the assets of the Trust, subject to Article X, Section 4;

(k) To vote or give assent, or exercise any rights of ownership, with respect to other securities or property; and to execute and deliver powers of attorney delegating such power to other persons;

(1) To exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities;

(m) To hold any security or other property (i) in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable form, or
(ii) either in the Trust's or Trustees' own name or in the name of a custodian or a nominee or nominees, subject to safeguards according to the usual practice of business trusts or investment companies;

(n) To establish separate and distinct Series with separately defined investment objectives and policies and distinct investment purposes, and with separate Shares representing beneficial interests in such Series, and to establish separate Classes, all in accordance with the provisions of Article IV;

(o) To the full extent permitted by Section 3804 of the Delaware Act, to allocate assets, liabilities and expenses of the Trust to a particular Series and liabilities and expenses to a particular Class or to apportion the same between or among two or more Series or Classes, provided that any liabilities or expenses incurred by a particular Series or Class shall be payable solely out of the assets belonging to that Series or Class as provided for in Article IV,
Section 4;

(p) To consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or concern whose securities are held by the Trust; to consent to any contract, lease, mortgage, purchase, or sale of property by such corporation or concern; and to pay calls or subscriptions with respect to any security held in the Trust;

(q) To compromise, arbitrate, or otherwise adjust claims in favor of or against the Trust or any matter in controversy including, but not limited to, claims for taxes;

(r) To make distributions of income and of capital gains to Shareholders in the manner hereinafter provided for;

(s) To borrow money;

(t) To establish, from time to time, a minimum total investment for Shareholders, and to require the redemption of the Shares of any Shareholders whose investment is less than such minimum upon giving notice to such Shareholder;

(u) To establish committees for such purposes, with such membership, and with such responsibilities as the Trustees may consider proper, including a committee consisting of fewer than all of the Trustees then in office, which may act for and bind the Trustees and the Trust with respect to the institution, prosecution, dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened;

(v) To issue, sell, repurchase, redeem, cancel, retire, acquire, hold, resell, reissue, dispose of and otherwise deal in Shares; to establish terms and conditions regarding the issuance, sale, repurchase, redemption, cancellation, retirement, acquisition, holding, resale, reissuance, disposition of or dealing in Shares; and, subject to Articles IV and V, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the Trust or of the particular Series with respect to which such Shares are issued; and

(w) To carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary or desirable to accomplish any purpose or to further any of the foregoing powers, and to take every other action incidental to the foregoing business or purposes, objects or powers.

The clauses above shall be construed as objects and powers, and the enumeration of specific powers shall not limit in any way the general powers of the Trustees. Any action by one or more of the Trustees in their capacity as such hereunder shall be deemed an action on behalf of the Trust or the applicable Series, and not an action in an individual capacity. No one dealing with the Trustees shall be under any obligation to make any inquiry concerning the authority of the Trustees, or to see to the application of any payments made or property transferred to the Trustees or upon their order. In construing this Trust Instrument, the presumption shall be in favor of a grant of power to the Trustees.

Section 2. Certain Transactions. Except as prohibited by applicable law, the Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any investment adviser, administrator, distributor or transfer agent for the Trust or with any Interested Person of such person. The Trust may employ any such person or entity in which such person is an Interested Person, as broker, legal counsel, registrar, investment adviser, administrator, distributor, transfer agent, dividend disbursing agent, custodian or in any other capacity upon customary terms.

ARTICLE IV

SERIES; CLASSES; SHARES

Section 1. Establishment of Series or Class. The Trust shall consist of one or more Series. The Trustees hereby establish the Series listed in Schedule A attached hereto and made a part hereof. Each additional Series shall be established by the adoption of a resolution of the Trustees. The Trustees may designate the relative rights and preferences of the Shares of each Series. The Trustees may divide the Shares of any Series into Classes. In such case each Class of a Series shall represent interests in the assets of that Series and have identical voting, dividend, liquidation and other rights and the same terms and conditions, except that expenses allocated to a Class may be borne solely by such Class as determined by the Trustees and a Class may have exclusive voting rights with respect to matters affecting only that Class. The Trust shall maintain separate and distinct records for each Series and hold and account for the assets thereof separately from the other assets of the Trust or of any other Series. A Series may issue any number of Shares and need not issue Shares. Each Share of a Series shall represent an equal beneficial interest in the net assets of such Series. Each holder of Shares of a Series shall be entitled to receive his pro rata share of all distributions made with respect to such Series. Upon redemption of his Shares, such Shareholder shall be paid solely out of the funds and property of such Series. The Trustees may change the name of any Series or Class.

Section 2. Shares. The beneficial interest in the Trust shall be divided into Shares of one or more separate and distinct Series or Classes established by the Trustees. The number of Shares of each Series and Class is unlimited and each Share shall have a par value of $0.001 per Share. All Shares issued hereunder shall be fully paid and nonassessable. Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities issued by the Trust. The Trustees shall have full power and authority, in their sole discretion and without obtaining Shareholder approval:
to issue original or additional Shares at such times and on such terms and conditions as they deem appropriate; to issue fractional Shares and Shares held in the treasury; to establish and to change in any manner Shares of any Series or Classes with such preferences, terms of conversion, voting powers, rights and privileges as the Trustees may determine (but the Trustees may not change Outstanding Shares in a manner materially adverse to the Shareholders of such Shares); to divide or combine the Shares of any Series or Classes into a greater or lesser number; to classify or reclassify any unissued Shares of any Series or Classes into one or more Series or Classes of Shares; to abolish any one or more Series or Classes of Shares; to issue Shares to acquire other assets (including assets subject to, and in connection with, the assumption of liabilities) and businesses; and to take such other action with respect to the Shares as the Trustees may deem desirable. Shares held in the treasury shall not confer any voting rights on the Trustees and shall not be entitled to any dividends or other distributions declared with respect to the Shares.

Section 3. Investment in the Trust. The Trustees shall accept investments in any Series from such persons and on such terms as they may from time to time authorize. At the Trustees, discretion, such investments, subject to applicable law, may be in the form of cash or securities in which that Series is authorized to invest, valued as provided in Article V, Section 3. Investments in a Series shall be credited to each Shareholder's account in the form of full Shares at the Net Asset Value per Share next determined after the investment is received or accepted as may be determined by the Trustees; provided, however, that the Trustees may, in their sole discretion, (a) impose a sales charge upon investments in any Series or Class, (b) issue fractional Shares, or (c) determine the Net Asset Value per Share of the initial capital contribution. The Trustees shall have the right to refuse to accept investments in any Series at any time without any cause or reason therefor whatsoever.

Section 4. Assets and Liabilities of Series. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof (including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be), shall be held and accounted for separately from the other assets of the Trust and every other Series and are referred to as "assets belonging to" that Series. The assets belonging to a Series shall belong only to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. Any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series shall be allocated by the Trustees between and among one or more Series as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series for all purposes, and such assets, earnings, income, profits or funds, or payments and proceeds thereof shall be referred to as assets belonging to that Series. The assets belonging to a Series shall be so recorded upon the books of the Trust, and shall be held by the Trustees in trust for the benefit of the Shareholders of that Series. The assets belonging to a Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series, except that liabilities and expenses allocated solely to a particular Class shall be borne by that Class. Any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series or Class shall be allocated and charged by the Trustees between or among any one or more of the Series or Classes in such manner as the Trustees deem fair and equitable. Each such allocation shall be conclusive and binding upon the Shareholders of all Series or Classes for all purposes.

Without limiting the foregoing, but subject to the right of the Trustees to allocate general liabilities, expenses, costs, charges or reserves as herein provided, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of the Trust generally or of any other Series. Notice of this contractual limitation on liabilities among Series may, in the Trustees' discretion, be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the Delaware Act, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the Delaware Act relating to limitations on liabilities among Series (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series. Any person extending credit to, contracting with or having any claim against any Series may look only to the assets of that Series to satisfy or enforce any debt, with respect to that Series. No Shareholder or former Shareholder of any Series shall have a claim on or any right to any assets allocated or belonging to any other Series.

Section 5. Ownership and Transfer of Shares. The Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates.

Section 6. Status of Shares; Limitation of Shareholder Liability. Shares shall be deemed to be personal property giving Shareholders only the rights provided in this Trust instrument. Every Shareholder, by virtue of having acquired a Share, shall be held expressly to have assented to and agreed to be bound by the terms of this Trust Instrument and to have become a party hereto. No Shareholder shall be personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or Otherwise existing with respect to, the Trust or any Series. Neither the Trust nor the Trustees shall have any power to bind any Shareholder personally or to demand payment from any Shareholder for anything, other than as agreed by the Shareholder. Shareholders shall have the same limitation of personal liability as is extended to shareholders of a private corporation for profit incorporated in the State of Delaware. Every written obligation of the Trust or any Series shall contain a statement to the effect that such obligation may only be enforced against the assets of the Trust or such Series; however, the omission of such statement shall not operate to bind or create personal liability for any Shareholder or Trustee.

ARTICLE V

DISTRIBUTIONS AND REDEMPTIONS

Section 1. Distributions. The Trustees may declare and pay dividends and other distributions, including dividends on Shares of a particular Series and other distributions from the assets belonging to that Series. The amount and payment of dividends or distributions and their form, whether they are in cash, Shares or other Trust Property, shall be determined by the Trustees. Dividends and other distributions may be paid pursuant to a standing resolution adopted once or more often as the Trustees determine. All dividends and other distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of Shares of that Series they held on the record date established for such payment, except that such dividends and distributions shall appropriately reflect expenses allocated to a particular Class of such Series. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or similar plans as the Trustees deem appropriate.

Section 2. Redemptions. Each Shareholder of a Series shall have the right at such times as may be permitted by the Trustees to require the Series to redeem all or any part of his Shares at a redemption price per Share equal to the Net Asset Value per Share at such time as the Trustees shall have prescribed by resolution. In the absence of such resolution, the redemption price per Share shall be the Net Asset Value next determined after receipt by the Series of a request for redemption in proper form less such charges as are determined by the Trustees and described in the Trust's Registration Statement for that Series under the Securities Act of 1933. The Trustees may specify conditions, prices, and places of redemption, and may specify binding requirements for the proper form or forms of requests for redemption. Payment of the redemption price may be wholly or partly in securities or other assets at the value of such securities or assets used in such determination of Net Asset Value, or may be in cash. Upon redemption, Shares may be reissued from time to time. The Trustees may require Shareholders to redeem Shares for any reason under terms set by the Trustees, including the failure of a Shareholder to supply a personal identification number if required to do so, or to have the minimum investment required, or to pay when due for the purchase of Shares issued to him. To the extent permitted by law, the Trustees may retain the proceeds of any redemption of Shares required by them for payment of amounts due and owing by a Shareholder to the Trust or any Series or Class. Notwithstanding the foregoing, the Trustees may postpone payment of the redemption price and may suspend the right of the Shareholders to require any Series or Class to redeem Shares during any period of time when and to the extent permissible under the 1940 Act. Section 3. Determination of Net Asset Value. The Trustees shall cause the Net Asset Value of Shares of each Series or Class to be determined from time to time in a manner consistent with applicable laws and regulations. The Trustees may delegate the power and duty to determine Net Asset Value per Share to one or more Trustees or officers of the Trust or to a custodian, depository or other agent appointed for such purpose. The Net Asset Value of Shares shall be determined separately for each Series or Class at such times as may be prescribed by the Trustees or, in the absence of action by the Trustees, as of the close of trading on the New York Stock Exchange on each day for all or part of which such Exchange is open for unrestricted trading.

Section 4. Suspension of Right of Redemption. If, as referred to in Section 2 of this Article, the Trustees postpone payment of the redemption price and suspend the right of Shareholders to redeem their Shares, such suspension shall take effect at the time the Trustees shall specify, but not later than the close of business on the business day next following the declaration of suspension. Thereafter Shareholders shall have no right of redemption or payment until the Trustees declare the end of the suspension. If the right of redemption is suspended, a Shareholder may either withdraw his request for redemption or receive payment based on the Net Asset Value per Share next determined after the suspension terminates.

Section 5. Redemptions Necessary for Qualification as Regulated Investment Company. If the Trustees shall determine that direct or indirect ownership of Shares of any Series has or may become concentrated in any person to an extent which would disqualify any Series as a regulated investment company under the Internal Revenue Code of 1986, as amended or superseded from time to time ("Internal Revenue Code"), then the Trustees shall have the power (but not the obligation) by lot or other means they deem equitable to (a) call for redemption by any such person of a number, or principal amount, of Shares sufficient to maintain or bring the direct or indirect ownership of Shares into conformity with the requirements for such qualification and (b) refuse to transfer or issue Shares to any person whose acquisition of Shares in question would, in the Trustees' judgment, result in such disqualification. Any such redemption shall be effected at the redemption price and in the manner provided in this Article. Shareholders shall upon demand disclose to the Trustees in writing such information concerning direct and indirect ownership of Shares as the Trustees deem necessary to comply with the requirements of any taxing authority.

ARTICLE VI

SHAREHOLDERS' VOTING POWERS AND MEETINGS

Section 1. Voting Powers. The Shareholders shall have power to vote only with respect to (a) the election of Trustees as provided in Section 2 of this Article; (b) the removal of Trustees as provided in Article II, Section 3(d);
(c) any investment advisory or management contract as provided in Article VII,
Section 1; (d) any termination of the Trust as provided in Article X, Section 4;
(e) the amendment of this Trust Instrument to the extent and as provided in Article X, Section 8; and (f) such additional matters relating to the Trust as may be required or authorized by law, this Trust Instrument, or the By-laws or any registration of the Trust with the Commission or any State, or as the Trustees may consider desirable.

On any matter submitted to a vote of the Shareholders, all Shares shall be voted by individual Series or Class, except (a) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series or Class, and (b) when the Trustees have determined that the matter affects the interests of more than one Series or Class, then the Shareholders of all such Series or Classes shall be entitled to vote thereon. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote, and each fractional Share shall be entitled to a proportionate fractional vote. There shall be no cumulative voting in the election of Trustees. Shares may be voted in person or by proxy or in any manner provided for in the By-laws. The By-laws may provide that proxies may be given by any electronic or telecommunications device or in any other manner, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy. Until Shares of a Series are issued, as to that Series the Trustees may exercise all rights of Shareholders and may take any action required or permitted to be taken by Shareholders by law, this Trust Instrument or the By-laws.

Section 2. Meetings of Shareholders. The first Shareholders' meeting shall be held to elect Trustees at such time and place as the Trustees designate, provided, however, that such election may be accomplished by the Shareholders' written consent. Special meetings of the Shareholders of any Series or Class may be called by the Trustees and shall be called by the Trustees upon the written request of Shareholders owning at least ten percent of the Outstanding Shares of such Series or Class entitled to vote. Shareholders shall be entitled to at least fifteen days' notice of any meeting, given as determined by the Trustees.

Section 3. Quorum; Required Vote. One-third of the Outstanding Shares of each Series or Class, or one-third of the outstanding Shares of the Trust, entitled to vote in person or by proxy shall be a quorum for the transaction of business at a Shareholders' meeting with respect to such Series or Class, or with respect to the entire Trust, respectively. Any lesser number shall be sufficient for adjournments. Any adjourned session of a Shareholders, meeting may be held within a reasonable time without further notice. Except when a larger vote is required by law, this Trust Instrument or the By-laws, a majority of the Outstanding Shares voted in person or by proxy shall decide any matters to be voted upon with respect to the entire Trust and a plurality of such Outstanding Shares shall elect a Trustee; provided, that if this Trust Instrument or applicable law permits or requires that Shares be voted on any matter by individual Series or Classes, then a majority of the Outstanding Shares of that Series or Class (or, if required by law, a Majority Shareholder Vote of that Series or Class) voted in person or by proxy voted on the matter shall decide that matter insofar as that Series or Class is concerned. Shareholders may act as to the Trust or any Series or Class by the written consent of a majority (or such greater amount as may be required by applicable law) of the Outstanding Shares of the Trust or of such Series or Class, as the case may be.

ARTICLE VII

CONTRACTS WITH SERVICE PROVIDERS

Section l. Investment Adviser. Subject to a majority Shareholder Vote, the Trustees may enter into one or more investment advisory contracts on behalf of the Trust or any Series, providing for investment advisory services, statistical and research facilities and services, and other facilities and services to be furnished to the Trust or Series on terms and conditions acceptable to the Trustees. Any such contract may provide for the investment adviser to effect purchases, sales or exchanges of portfolio securities or other Trust Property on behalf of the Trustees or may authorize any officer or agent of the Trust to effect such purchases, sales or exchanges pursuant to recommendations of the investment adviser. The Trustees may authorize the investment adviser to employ one or more subadvisers.

Section 2. Principal Underwriter. The Trustees may enter into contracts on behalf of the Trust or any Series or Class, providing for the distribution and sale of Shares by the other party, either directly or as sales agent, on terms and conditions acceptable to the Trustees. The Trustees may adopt a plan or plans of distribution with respect to Shares of any Series or Class and enter into any related agreements, whereby the Series or Class finances directly or indirectly any activity that is primarily intended to result in sales of its Shares, subject to the requirements of Section 12 of the 1940 Act, Rule 12b-I thereunder, and other applicable rules and regulations.

Section 3. Transfer Agency, Shareholder Services, and Administration Agreements. The Trustees, on behalf of the Trust or any Series or Class, may enter into transfer agency agreements, Shareholder service agreements, and administration and management agreements with any party or parties on terms and conditions acceptable to the Trustees.

Section 4. Custodian. The Trustees shall at all times place and maintain the securities and similar investments of the Trust and of each Series in custody meeting the requirements of Section 17(f) of the 1940 Act and the rules thereunder. The Trustees, on behalf of the Trust or any Series, may enter into an agreement with a custodian on terms and conditions acceptable to the Trustees, providing for the custodian, among other things, to (a) hold the securities owned by the Trust or any Series and deliver the same upon written order or oral order confirmed in writing, (b) to receive and receipt for any moneys due to the Trust or any Series and deposit the same in its own banking department or elsewhere, (c) to disburse such funds upon orders or vouchers, and
(d) to employ one or more sub-custodians.

Section 5. Parties to Contracts with Service Providers. The Trustees may enter into any contract referred to in this Article with any entity, although one more of the Trustees or officers of the Trust may be an officer, director, trustee, partner, shareholder, or member of such entity, and no such contract shall be invalidated or rendered void or voidable because of such relationship. No person having such a relationship shall be disqualified from voting on or executing a contract in his capacity as Trustee and/or Shareholder, or be liable merely by reason of such relationship for any loss or expense to the Trust with respect to such a contract or accountable for any profit realized directly or indirectly therefrom; provided, that the contract was reasonable and fair and not inconsistent with this Trust Instrument or the By-laws.

Any contract referred to in Sections 1 and 2 of this Article shall be consistent with and subject to the applicable requirements of Section 15 of the 1940 Act and the rules and orders thereunder with respect to its continuance in effect, its termination, and the method of authorization and approval of such contract or renewal. No amendment to a contract referred to in Section 1 of this Article shall be effective unless assented to in a manner consistent with the requirements of Section 15 of the 1940 Act, and the rules and orders thereunder.

ARTICLE VIII

EXPENSES OF THE TRUST AND SERIES

Subject to Article IV, Section 4, the Trust or a particular Series shall pay, or shall reimburse the Trustees from the Trust estate or the assets belonging to the particular Series, for their expenses and disbursements, including, but not limited to, interest charges, taxes, brokerage fees and commissions; expenses of issue, repurchase and redemption of Shares; certain insurance premiums; applicable fees, interest charges and expenses of third parties, including the Trust's investment advisers, managers, administrators, distributors, custodians, transfer agents and fund accountants; fees of pricing, interest, dividend, credit and other reporting services; costs of membership in trade associations; telecommunications expenses; funds transmission expenses; auditing, legal and compliance expenses; costs of forming the Trust and its Series and maintaining its existence; costs of preparing and printing the prospectuses of the Trust and each Series, statements of additional information and Shareholder reports and delivering them to Shareholders; expenses of meetings of Shareholders and proxy solicitations therefor; costs of maintaining books and accounts; costs of reproduction, stationery and supplies; fees and expenses of the Trustees; compensation of the Trust's officers and employees and costs of other personnel performing services for the Trust or any Series; costs of Trustee meetings; Commission registration fees and related expenses; state or foreign securities laws registration fees and related expenses; and for such non-recurring items as may arise, including litigation to which the Trust or a Series (or a Trustee or officer of the Trust acting as such) is a party, and for all losses and liabilities by them incurred in administering the Trust. The Trustees shall have a lien on the assets belonging to the appropriate Series, or in the case of an expense allocable to more than one Series, on the assets of each such Series, prior to any rights or interests of the Shareholders thereto, for the reimbursement to them of such expenses, disbursements, losses and liabilities.

ARTICLE IX

LIMITATION OF LIABILITY AND INDEMNIFICATION

Section 1. Limitation of Liability. All persons contracting with or having any claim against the Trust or a particular Series shall look only to the assets of the Trust or such Series for payment under such contract or claim; and neither the Trustees nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor. Every written instrument or obligation on behalf of the Trust or any Series shall contain a statement to the foregoing effect, but the absence of such statement shall not operate to make any Trustee or officer of the Trust liable

thereunder. Provided they have exercised reasonable care and have acted under the reasonable belief that their actions are in the best interest of the Trust, the Trustees and officers of the Trust shall not be responsible or liable for any act or omission or for neglect or wrongdoing of them or any officer, agent, employee, investment adviser or independent contractor of the Trust, but nothing contained in this Trust Instrument or in the Delaware Act shall protect any Trustee or officer of the Trust against liability to the Trust--or to Shareholders 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.

Section 2. Indemnification. (a) Subject to the exceptions and limitations contained in subsection (b) below:

(i) every person who is, or has been, a Trustee or an officer, employee or agent of the Trust ("Covered Person") shall be indemnified by the Trust or the appropriate Series to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Covered Person and against amounts paid or incurred by him in the settlement thereof;

(ii) as used herein, the words "claim," "action" "suit," or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal or other, including appeals), actual or threatened, and the words "liability" and "expenses" shall include, without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

(b) No indemnification shall be provided hereunder to a Covered Person:

(i) who shall have been adjudicated by a court or body before which the proceeding was brought (A) to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office, or (B) not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or

(ii) in the event of a settlement, unless there has been a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; (A) by the court or other body approving the settlement; (B) by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (C) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry).

(c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect any other rights to which any Covered Person may now or hereafter be entitled, and shall inure to the benefit of the heirs, executors and administrators of a Covered Person.

(d) To the maximum extent permitted by applicable law, expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in subsection (a) of this
Section may be paid by the Trust or applicable Series from time to time prior to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid over by him to the Trust or applicable Series if it is ultimately determined that he is not entitled to indemnification under this Section; provided, however, that either (i) such Covered Person shall have provided appropriate security for such undertaking,
(ii) the Trust is insured against losses arising out of any such advance payments or (iii) either a majority of the Trustees who are neither Interested Persons of the Trust nor parties to the matter, or independent legal counsel in a written opinion, shall have determined, based upon a review of readily available facts (as opposed to a full trial-type inquiry) that there is reason to believe that such Covered Person will not be disqualified from indemnification under this Section.

(e) Any repeal or modification of this Article IX by the Shareholders of the Trust, or adoption or modification of any other provision of the Trust Instrument or By-laws inconsistent with this Article, shall be prospective only, to the extent that such repeal or modification would, if applied retrospectively, adversely affect any limitation on the liability of any Covered Person or indemnification available to any Covered Person with respect to any act or omission which occurred prior to such repeal, modification or adoption.

Section 3. Indemnification of Shareholders. If any Shareholder or former Shareholder of any Series shall be held personally liable solely by reason of his being or having been a Shareholder and not because of his acts or omissions or for some other reason, the Shareholder or former Shareholder (or his heirs, executors, administrators or other legal representatives or in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The Trust, on behalf of the affected Series, shall, upon request by such Shareholder, assume the defense of any claim made against such Shareholder for any act or obligation of the Series and satisfy any judgment thereon from the assets of the Series.

ARTICLE X

MISCELLANEOUS

Section 1. Trust Not a Partnership. This Trust Instrument creates a trust and not a partnership. No Trustee shall have any power to bind personally either the Trust's officers or any Shareholder.

Section 2. Trustee Action; Expert Advice; No Bond or Surety. The exercise by the Trustees of their powers and discretion hereunder in good faith and with reasonable care under the circumstances then prevailing shall be binding upon everyone interested. Subject to the provisions of Article IX, the Trustees shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Trust Instrument, and subject to the provisions of Article IX, shall not be liable for any act or omission in accordance with such advice or for failing to follow such advice. The Trustees shall not be required to give any bond as such, nor any surety if a bond is obtained.

Section 3. Record Dates. The Trustees may fix in advance a date up to ninety (90) days before the date of any Shareholders, meeting, or the date for the payment of any dividends or other distributions, or the date for the allotment of rights, or the date when any change or conversion or exchange of Shares shall go into effect as a record date for the determination of the Shareholders entitled to notice of, and to vote at, any such meeting, or entitled to receive payment of such dividend or other distribution, or to receive any such allotment of rights, or to exercise such rights in respect of any such change, conversion or exchange of Shares.

Section 4. Termination of the Trust. (a) This Trust shall have perpetual existence. Subject to a Majority Shareholder Vote of the Trust or of each Series to be affected, the Trustees may

(i) sell and convey all or substantially all of the assets of the Trust or any affected Series to another Series or to another entity which is an open-end investment company as defined in the 1940 Act, or is a series thereof, for adequate consideration, which may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent, of the Trust or any affected Series, and which may include shares of or interests in such Series, entity, or series thereof; or

(ii) at any time sell and convert into money all or substantially all of the assets of the Trust or any affected Series.

Upon making reasonable provision for the payment of all known liabilities of the Trust or any affected Series in either (i) or (ii), by such assumption or otherwise, the Trustees shall distribute the remaining proceeds or assets (as the case may be) ratably among the Shareholders of the Trust or any affected Series; however, the payment to any particular Class of such Series may be reduced by any fees, expenses or charges allocated to that Class.

(b) The Trustees may take any of the actions specified in subsection
(a) (i) and (ii) above without obtaining a majority Shareholder Vote of the Trust or any Series if a majority of the Trustees determines that the continuation of the Trust or Series is not in the best interests of the Trust, such Series, or their respective Shareholders as a result of factors or events adversely affecting the ability of the Trust or such Series to conduct its business and operations in an economically viable manner. Such factors and events may include the inability of the Trust or a Series to maintain its assets at an appropriate size, changes in laws or regulations governing the Trust or the Series or affecting assets of the type in which the Trust or Series invests, or economic developments or trends having a significant adverse impact on the business or operations of the Trust or such Series.

(c) Upon completion of the distribution of the remaining proceeds or assets pursuant to subsection (a), the Trust or affected Series shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties hereunder with respect thereto and the right, title and interest of all parties therein shall be canceled and discharged. Upon termination of the Trust, following completion of winding up of its business, the Trustees shall cause a certificate of cancellation of the Trust's certificate of trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one Trustee.

Section 5. Reorganization. Notwithstanding anything else herein, to change the Trust's form of organization the Trustees may, without Shareholder approval,
(a) cause the Trust to merge or consolidate with or into one or more entities, if the surviving or resulting entity is the Trust or another open-end management investment company under the 1940 Act, or a series thereof, that will succeed to or assume the Trust's registration under the 1940 Act, or (b) cause the Trust to incorporate under the laws of Delaware. Any agreement of merger or consolidation or certificate of merger may be signed by a majority of Trustees and facsimile signatures conveyed by electronic or telecommunication means shall be valid.

Pursuant to and in accordance with the provisions of Section 3815 (f) of the Delaware Act, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 5 may effect any amendment to the Trust Instrument or effect the adoption of a new trust instrument of the Trust if it is the surviving or resulting trust in the merger or consolidation.

Section 6. Trust Instrument. The original or a copy of this Trust Instrument and of each amendment hereto or Trust Instrument supplemental shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by a Trustee or an officer of the Trust as to the authenticity of the Trust Instrument or any such amendments or supplements and as to any matters in connection with the Trust. The masculine gender herein shall include the feminine and neuter genders. Headings herein are for convenience only and shall not affect the construction of this Trust Instrument. This Trust Instrument may be executed in any number of counterparts, each of which shall be deemed an original.

Section 7. Applicable Law. This Trust Instrument and the Trust created hereunder are governed by and construed and administered according to the Delaware Act and the applicable laws of the State of Delaware; provided, however, that there shall not be applicable to the Trust, the Trustees or this Trust Instrument (a) the provisions of Section 3540 of Title 12 of the Delaware Code, or (b) any provisions of the laws (statutory or common) of the State of Delaware (other than the Delaware Act) pertaining to trusts which relate to or regulate (i) the filing with any court or governmental body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees, officers, agents or employees of a trust, (iii) the necessity for obtaining court or other governmental approval concerning the acquisition, holding or disposition of real or personal property, (iv) fees or other sums payable to trustees, officers, agents or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards of responsibilities or limitations on the acts or powers of trustees, which are inconsistent with the limitations or liabilities or authorities and powers of the Trustees set forth or referenced in this Trust Instrument. The Trust shall be of the type commonly called a Delaware business trust, and, without limiting the provisions hereof, the Trust may exercise all powers which are ordinarily exercised by such a trust under Delaware law. The Trust specifically reserves the right to exercise any of the powers or privileges afforded to trusts or actions that may be engaged in by trusts under the Delaware Act, and the absence of a specific reference herein to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.

Section 8. Amendments. The Trustees may, without any Shareholder vote, amend or otherwise supplement this Trust Instrument by making an amendment, a Trust Instrument supplemental hereto or an amended and restated trust instrument; provided, that Shareholders shall have the right to vote on any amendment (a) which would affect the voting rights of Shareholders granted in Article VI, Section 1, (b) to this Section 8, (c) required to be approved by Shareholders by law or by the Trust's registration statements filed with the Commission, and (d) submitted to them by the Trustees in their discretion. Any amendment submitted to Shareholders which the Trustees determine would affect the Shareholders of any Series shall be authorized by vote of the Shareholders of such Series and no vote shall be required of Shareholders of a Series not affected. Notwithstanding anything else herein, any amendment to Article IX which would have the effect of reducing the indemnification and other rights provided thereby to Trustees, officers, employees, and agents of the Trust or to Shareholders or former Shareholders, and any repeal or amendment of this sentence shall each require the affirmative vote of the holders of two-thirds of the Outstanding Shares of the Trust entitled to vote thereon.

Section 9. Fiscal-Year. The fiscal year of the Trust shall end on a specified date as set forth in the By-Laws. The Trustees may change the fiscal year of the Trust without Shareholder approval.

Section 10. Severability. The provisions of this Trust Instrument are severable. If the Trustees determine, with the advice of counsel, that any provision hereof conflicts with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Trust Instrument; provided, however, that such determination shall not affect any of the remaining provisions of this Trust Instrument or render invalid or improper any action taken or omitted prior to such determination. If any provision hereof shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision only in such jurisdiction and shall not affect any other provision of this Trust Instrument.

IN WITNESS WHEREOF, the undersigned, being the initial Trustees, have executed this Trust Instrument as of the date first above written.

/s/ Alan R. Dynner
    Alan R. Dynner, as
    Trustee and not individually



/s/ Ellen Metzger
    Ellen Metzger, as Trustee
    and not individually



/s/  Michael J. Weiner
     Michael J. Weiner, as
     Trustee and not individually

Address: 605 Third Avenue New York, New York 10058

STATE OF NEW YORK
CITY OF NEW YORK ss

Before me this 23rd day of May, 1994, personally appeared the above-named Alan R. Dynner, Ellen Metzger, and Michael J. Weiner, known to me to be the persons who executed the foregoing instrument and who acknowledged that they executed the same.

                                     /s/ Loraine Olavarria
                                         Notary Public

My Commission expires 4/15/95

LORAINE OLAVARRIA
Notary Public, State of New York
No. 03-4979299
Qualified in Bronx County
Commission Expires 4-15-95

SCHEDULE A

INITIAL SERIES

Neuberger & Berman Growth Portfolio
Neuberger & Berman Partners Portfolio
Neuberger & Berman Balanced Portfolio
Neuberger & Berman Government Income Portfolio Neuberger & Berman Limited Maturity Bond Portfolio Neuberger & Berman Liquid Asset Portfolio

TABLE OF CONTENTS

                                                                           PAGE

ARTICLE I--Definitions                                                      1

ARTICLE II--The Trustees                                                    2

        Section 1.        Management of the Trust                           2
        Section 2.        Initial Trustees; Election and Number of
                          Trustees                                          2
        Section 3.        Term of  Office  of Trustees                      3
        Section 4.        Vacancies; Appointment of Trustees                3
        Section 5.        Temporary Vacancy or Absence                      3
        Section 6.        Chairman                                          3
        Section 7.        Action by the Trustees                            4
        Section S.        Ownership of Trust Property                       4
        Section 9.        Effect of Trustees Not Serving                    4
        Section 10.       Trustees, etc. as Shareholders                    4

ARTICLE III--Powers of the Trustees                                         5

         Section 1.        Powers                                           5
         Section 2.        Certain Transactions                             8

ARTICLE IV--Series; Classes; Shares                                         8

         Section 1.        Establishment of Series or Class                 8
         Section 2.        Shares                                           8
         Section 3.        Investment in the Trust                          9
         Section 4.        Assets  and  Liabilities of Series               9
         Section 5.        Ownership  and  Transfer of Shares              10
         Section 6.        Status of Shares; Limitation of
                             Shareholder Liability                         11

ARTICLE V--Distributions and Redemptions

         Section 1.        Distributions                                   11
         Section 2.        Redemptions                                     11
         Section 3.        Determination of Net Asset Value                12
         Section 4.        Suspension of Right of Redemption               12
         Section 5.        Redemptions Necessary for Qualification as
                             Regulated Investment Company                  12

ARTICLE VI--Shareholders' Voting Powers and Meetings                       13

         Section 1.        Voting Powers                                   13
         Section 2.        Meetings of Shareholders                        14
         Section 3.        Quorum; Required Vote                           14

ARTICLE VII--Contracts With Service Providers                              14
        Section 1.        Investment Adviser                               14
         Section 2.        Principal Underwriter                           15
         Section 3.        Transfer  Agency, Shareholder Services, and
                             Administration Agreements                     15
         Section 4.        Custodian                                       15
         Section 5.        Parties to Contracts with Service
                           Providers                                       15

ARTICLE VIII--Expenses of the Trust and Series                             16

ARTICLE IX--Limitation of Liability and Indemnification.                   16

         Section 1.        Limitation of Liability                         16
         Section 2.        Indemnification                                 17
         Section 3.        Indemnification of Shareholders                 18

ARTICLE X--Miscellaneous                                                   19

         Section 1.        Trust Not a Partnership                         19
         Section 2.        Trustee Action; Expert Advice; No Bond or
                             Surety                                        19
         Section 3.        Record Dates                                    19
         Section 4.        Termination of the Trust                        19
         Section 5.        Reorganization                                  20
         Section 6.        Trust Instrument                                21
         Section 7.        Applicable Law                                  21
         Section 8.        Amendments                                      22
         Section 9.        Fiscal Year                                     22
         Section 10.       Severability

SCHEDULE A TO TRUST INSTRUMENT

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

Series

Balanced Portfolio

Fasciano Portfolio

Growth Portfolio

Guardian Portfolio

Lehman Brothers High Income Bond Portfolio

Lehman Brothers Short Duration Bond Portfolio

International Large Cap Portfolio

International Portfolio

Mid-Cap Growth Portfolio

Partners Portfolio

Real Estate Portfolio

Regency Portfolio

Socially Responsive Portfolio

Effective May 1, 2007

Exhibit (a)(3)

Neuberger Berman Advisers Management Trust

Amendment to the Trust Instrument

The undersigned, being the duly appointed Secretary of Neuberger Berman Advisers Management Trust (the "Trust"), a Delaware business trust, hereby certifies that the title on the first page, Article I, paragraph (l), and the title on Schedule A of the Trust Instrument dated May 23, 1994, was amended as follows by the vote of the Trustees of the Trust, pursuant to Article X, Section 8 of the Trust Instrument, at a meeting of the Trustees on August 26, 1998 (new text is bold, deleted text is struck through):

1. Title on the first page of the Trust Instrument:

[begin strikethrough] Neuberger & Berman [end strikethrough]
[begin bold] Neuberger Berman [end bold] Advisers Management Trust Trust Instrument

2. Article I, paragraph (l): "Trust" means [begin strikethrough] Neuberger & Berman [end strikethrough] [begin bold] Neuberger Berman [end bold] Advisers Management Trust established hereby, and reference to the Trust, when applicable to one or more Series, refers to that Series;

3. Schedule A:

Schedule A to trust instrument of [begin bold] Neuberger Berman [end bold] [begin strikethrough] Neuberger&Berman [end strikethrough] Advisers Management Trust

In Witness whereof, the undersigned has executed this instrument this 9th day of November, 1998.

/s/ Claudia A. Brandon
________________________________
Claudia Brandon
Secretary
Neuberger Berman Advisers
Management Trust

Exhibit (a)(4)

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

Amendment to the Trust Instrument

The undersigned, being the duly appointed Secretary of Neuberger Berman Advisers Management Trust (the "Trust"), a Delaware business trust, hereby certifies that Article V, Section 1 of the Trust Instrument dated May 23, 1994, was amended as follows by the vote of the Trustees of the Trust, pursuant to Article X, Section 8 of the Trust Instrument, at a meeting of the Trustees on December 14, 2005:

ARTICLE V

DISTRIBUTIONS AND REDEMPTIONS

Section 1. Distributions. The Trustees may declare and pay dividends and other distributions, including dividends on Shares of a particular Series and other distributions from the assets belonging to that Series. The amount of dividends or other distributions and their form of payment, whether they are in cash, Shares or other Trust property, shall be determined by the Trustees. Dividends and other distributions may be paid pursuant to a standing resolution adopted once or more often as the Trustees determine. All dividends and other distributions on Shares of a particular Series shall be paid pro rata to the Shareholders of that Series in proportion to, in the sole and absolute discretion of the Trustees (a) the number of Shares of that Series those Shareholders held on the record date established for such payment or (b) the relative net asset values of the Shares of that Series of those Shareholders held on such date, except that such dividends and other distributions shall appropriately reflect expenses allocated to a particular Class of such Series. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or similar plans as the Trustees deem appropriate.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 18th day of September, 2006.

/s/ Claudia A. Brandon
------------------------------------------
Claudia A. Brandon
Secretary
Neuberger Berman Advisers Management Trust

Exhibit (b)(1)

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

BY-LAWS

May 23, 1994

TABLE OF CONTENTS

ARTICLE I PAGE

PRINCIPAL OFFICE AND SEAL........................................     1
         Section 1.        Principal Office......................     1
         Section 2.        Seal..................................     1

ARTICLE II
MEETINGS OF TRUSTEES       ......................................     1
         Section 1.        Action by Trustees....................     1
         Section 2.        Compensation of Trustees..............     1

ARTICLE III
COMMITTEE........................................................     1
         Section 1.        Establishment.........................     1
         Section 2.        Proceedings; Quorum; Action...........     2
         Section 3.        Executive Committee...................     2
         Section 4.        Nominationg Committee.................     2
         Section 5.        Audit Committee.......................     2
         Section 6.        Compensation of Committee Members.....     2

ARTICLE IV
OFFICERS ........................................................     2
         Section 1.        General...............................     2
         Section 2.        Election, Tenure and Qualifications
                              of Officers........................     2
         Section 3.        Vacancies and Newly Created Offices...     3
         Section 4.        Removal and Resignation...............     3
         Section 5.        Chairman..............................     3
         Section 6.        President.............................     3
         Section 7.        Vice President (s)....................     3
         Section 8.        Treasurer and Assistant Treasurer (s).     4
         Section 9.        Secretary and Assistant Secretaries...     4
         Section 10.       Compensation of Officers..............     4
         Section 11.       Surety Bond...........................     4

ARTICLE V
MEETINGS OF SHAREHOLDERS   ......................................     5
         Section 1.        No Annual Meetings....................     5
         Section 2.        Special Meetings......................     5
         Section 3.        Notice of Meetings; Waiver............     5
         Section 4.        Adjourned Meetings....................     6
         Section 5.        Validity of Proxies...................     6
         Section 6.        Record Date...........................     7
         Section 7.        Action Without a Meeting..............     7

ARTICLE VI
SHARES OF BENEFICIAL INTEREST....................................     7
         Section 1.        No Share Certificates.................     7
         Section 2.        Transfer of Shares....................     7

ARTICLE VII
FISCAL YEAR AND ACCOUNTANT  .....................................      7
         Section 1.        Fiscal Year...........................      7
         Section 2.        Accountant............................      7

ARTICLE VIII
AMENDMENTS.......................................................      8
         Section 1.        General...............................      8
         Section 2.        By Shareholders Only..................      8

ARTICLE IX
NET ASSET VALUE..................................................      8

ARTICLE X
CONFLICT OF INTEREST PROCEDURES..................................      9
         Section 1.        Monitoring and Reporting Conflicts....      9
         Section 2.        Annual Report.........................      9
         Section 3.        Resolution of Conflicts...............      9
         Section 4.        Annual Review.........................      9

BY-LAWS

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

These By-laws of Neuberger & Berman Advisers Management Trust (the "Trust"), a Delaware business trust, are subject to the Trust Instrument of the Trust dated as of May 23, 1994, as from time to time amended, supplemented or restated (the "Trust Instrument") . Capitalized terms used herein have the same meanings as in the Trust Instrument.

ARTICLE I
PRINCIPAL OFFICE AND SEAL

Section 1. Principal Office. The principal office of the Trust shall be located in New York, New York, or such other location as the Trustees determine. The Trust may establish and maintain other offices and places of business as the Trustees determine.

Section 2. Seal. The Trustees may adopt a seal for the Trust in such form and with such inscription as the Trustees determine. Any Trustee or officer of the Trust shall have authority to affix the seal to any document.

ARTICLE II
MEETINGS OF TRUSTEES

Section 1. Action by Trustees. Trustees may take actions at meetings held at such places and times as the Trustees may determine, or without meetings, all as provided in Article II, Section 7, of the Trust Instrument.

Section 2. Compensation of Trustees. Each Trustee who is neither an employee of an investment adviser of the Trust or any Series nor an employee of an entity affiliated with the investment adviser may receive such compensation from the Trust for services and reimbursement for expenses as the Trustees may determine.

ARTICLE III
COMMITTEES

Section 1. Establishment. The Trustees may designate one or more committees of the Trustees, which shall include a Nominating Committee and an Audit Committee (collectively, the "Established Committees"). The Trustees shall determine the number of members of each committee and its powers and shall appoint its members and its chair. Each committee member shall serve at the pleasure of the Trustees. The Trustees may abolish any committee, other than the

Established Committees, at any time. Each committee shall maintain records of its meetings and report its actions to the Trustees. The Trustees may rescind any action of any Committee, but such rescission shall not have retroactive effect. The Trustees may delegate to any committee any of its powers, subject to the limitations of applicable law.

Section 2. Proceedings; Quorum; Action. Each committee may adopt such rules governing its proceedings, quorum and manner of acting as it shall deem proper and desirable. In the absence of such rules, a majority of any committee shall constitute a quorum, and a committee shall act by the vote of a majority of a quorum.

Section 3. Executive Committee. The Executive Committee shall have all the powers of the Trustees when the Trustees are not in session. The Chairman shall be a member and the chair of the Executive Committee. A majority of the members of the Executive Committee shall be trustees who are not "interested persons" of the Trust, as defined in the 1940 Act ("Disinterested Trustees").

Section 4. Nominating Committee. The Nominating Committee shall nominate individuals to serve as Trustees (including Disinterested Trustees), as members of committees, and as officers of the Trust. The members of the Committee shall be Disinterested Trustees.

Section 5. Audit Committee. The Audit Committee shall review and evaluate the audit function, including recommending the selection of independent certified public accountants for each Series. The members of the Committee shall be Disinterested Trustees.

Section 6. Compensation of Committee Members. Each committee member who is a Disinterested Trustee may receive such compensation from the Trust for services and reimbursement for expenses as the Trustees may determine.

ARTICLE IV
OFFICERS

Section 1. General. The officers of the Trust shall be a Chairman, a President, one or more Vice Presidents, a Treasurer, and a Secretary, and may include one or more Assistant Treasurers or Assistant Secretaries and such other officers ("Other Officers") as the Trustees may determine.

Section 2. Election, Tenure and Qualifications of Officers. The Trustees shall elect the officers of the Trust. Each officer elected by the Trustees shall hold office until his or her successor shall have been elected and qualified or until his or her earlier death, inability to serve, or resignation. Any person may hold one or more offices, except that the Chairman and the Secretary may not be the same individual. A person who holds more than one

office in the Trust may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer. No officer other than the Chairman need be a Trustee or Shareholder.

Section 3. Vacancies and Newly Created Offices. Whenever a vacancy shall occur in any office or if any new office is created, the Trustees may fill such vacancy or new office.

Section 4. Removal and Resignation. Officers serve at the pleasure of the Trustees and may be removed at any time with or without cause. The Trustees may delegate this power to the Chairman or President with respect to any Other Officer. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer may resign from office at any time by delivering a written resignation to the Trustees, Chairman, or the President. Unless otherwise specified therein, such resignation shall take effect upon delivery.

Section 5. Chairman. The Chairman shall be the chief executive officer of the Trust. Subject to the direction of the Trustees, the Chairman shall have general charge, supervision and control over the Trust's business affairs and shall be responsible for the management thereof and the execution of policies established by the Trustees. The Chairman shall preside at any Shareholders' meetings and at all meetings of the Trustees and shall in general exercise the powers and perform the duties of the Chairman of the Trustees. Except as the Trustees may otherwise order, the Chairman shall have the power to grant, issue, execute or sign such powers of attorney, proxies, agreements or other documents. The Chairman also shall have the power to employ attorneys, accountants and other advisers and agents for the Trust. The Chairman shall exercise such other powers and perform such other duties as the Trustees may assign to the Chairman.

Section 6. President. The President shall have such powers and perform such duties as the Trustees or the Chairman may determine. At the request or in the absence or disability of the Chairman, the President shall perform all the duties of the Chairman and, when so acting, shall have all the powers of the Chairman.

Section 7. Vice President(s). The Vice President(s) shall have such powers and perform such duties as the Trustees or the Chairman may determine. At the request or in the absence or disability of the President, the Vice President (or, if there are two or more Vice Presidents, then the senior of the Vice Presidents present and able to act) shall perform all the duties of the President and, when so acting, shall have all the powers of the President. The Trustees may designate a Vice President as the principal financial officer of the Trust or to serve one or more other functions. If a Vice President is

designated as principal financial officer of the Trust, he or she shall have general charge of the finances and books of the Trust and shall report to the Trustees annually regarding the financial condition of each Series as soon as possible after the close of such Series' fiscal year. The Trustees also may designate one of the Vice Presidents as Executive Vice President.

Section 8. Treasurer and Assistant Treasurer(s). The Treasurer may be designated as the principal financial officer or as the principal accounting officer of the Trust. If designated as principal financial officer, the Treasurer shall have general charge of the finances and books of the Trust, and shall report to the Trustees annually regarding the financial condition of each Series as soon as possible after the close of such Series' fiscal year. The Treasurer shall be responsible for the delivery of all funds and securities of the Trust to such company as the Trustees shall retain as Custodian. The Treasurer shall furnish such reports concerning the financial condition of the Trust as the Trustees may request. The Treasurer shall perform all acts incidental to the office of Treasurer, subject to the Trustees' supervision, and shall perform such additional duties as the Trustees may designate.

Any Assistant Treasurer may perform such duties of the Treasurer as the Trustees or the Treasurer may assign, and, in the absence of the Treasurer, may perform all the duties of the Treasurer.

Section 9. Secretary and Assistant Secretaries. The Secretary shall record all votes and proceedings of the meetings of Trustees and Shareholders in books to be kept for that purpose. The Secretary shall be responsible for giving and serving notices of the Trust. The Secretary shall have custody of any seal of the Trust and shall be responsible for the records of the Trust, including the Share register and such other books and documents as may be required by the Trustees or by law. The Secretary shall perform all acts incidental to the office of Secretary, subject to the supervision of the Trustees, and shall perform such additional duties as the Trustees may designate.

Any Assistant Secretary may perform such duties of the Secretary as the Trustees or the Secretary may assign, and, in the absence of the Secretary, may perform all the duties of the Secretary.

Section 10. Compensation of Officers. Each officer may receive such compensation from the Trust for services and reimbursement for expenses as the Trustees may determine.

Section 11. Surety Bond. The Trustees may require any officer or agent of the Trust to execute a bond (including, without limitation, any bond required by the 1940 Act and the rules and regulations of the Commission) to the Trust in such sum and with such surety or sureties as the Trustees may determine,

conditioned upon the faithful performance of his or her duties to the Trust, including responsibility to negligence and for the accounting of any of the Trust's property, funds or securities that may come into his or her hands.

ARTICLE V
MEETINGS OF SHAREHOLDERS

Section 1. No Annual Meetinqs. There shall be no annual Shareholders' meetings, unless required by law.

Section 2. Special Meetings. The Secretary shall call a special meeting of Shareholders of any Series or Class whenever ordered by the Trustees.

The Secretary also shall call a special meeting of Shareholders of any Series or Class upon the written request of Shareholders owning at least ten percent of the Outstanding Shares of such Series or Class entitled to vote at such meeting; provided, that (1) such request shall state the purposes of such meeting and the matters proposed to be acted on, and (2) the Shareholders requesting such meeting shall have paid to the Trust the reasonably estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such Shareholders. If the Secretary fails for more than thirty days to call a special meeting when required to do so, the Trustees or the Shareholders requesting such a meeting may, in the name of the Secretary, call the meeting by giving the required notice. The Secretary shall not call a special meeting upon the request of Shareholders of any Series or Class to consider any matter that is substantially the same as a matter voted upon at any special meeting of Shareholders of such Series or Class held during the preceding twelve months, unless requested by the holders of a majority of the Outstanding Shares of such Series or Class entitled to be voted at such meeting.

A special meeting of Shareholders of any Series or Class shall be held at such time and place as is determined by the Trustees and stated in the notice of that meeting.

Section 3. Notice of Meeting; Waiver. The Secretary shall call a special meeting of Shareholders by giving written notice of the place, date, time, and purposes of that meeting at least fifteen days before the date of such meeting. The Secretary may deliver or mail, postage prepaid, the written notice of any meeting to each Shareholder entitled to vote at such meeting. If mailed, notice shall be deemed to be given when deposited in the United States mail directed to the Shareholder at his or her address as it appears on the records of the Trust.

Section 4. Adjourned Meetings. A Shareholders' meeting may be adjourned one or more times for any reason, including the failure of a quorum to attend the meeting. Notice of adjournment of a meeting to another time or place need be given to Shareholders if such time and place are announced at the meeting at which the adjournment is taken or reasonable notice is given to persons present at the meeting, and if the adjourned meeting is held within a reasonable time after the date set for the original meeting. Any business that might have been transacted at the original meeting may be transacted at any adjourned meeting. If after the adjournment a new record date is fixed for the adjourned meeting, the Secretary shall give notice of the adjourned meeting to Shareholders of record entitled to vote at such meeting. Any irregularities in the notice of any meeting or the nonreceipt of any such notice by any of the Shareholders shall not invalidate any action otherwise properly taken at any such meeting.

Section 5. Validity of Proxies. Subject to the provisions of the Trust Instrument, Shareholders entitled to vote may vote either in person or by proxy; provided, that either (1) the Shareholder or his or her duly authorized attorney has signed and dated a written instrument authorizing such proxy to act, or (2) the Shareholder or his or her duly authorized attorney has employed an electronic, telephonic, computerized or other alternative to execution of a written instrument, permitted by a resolution of the Trustees, authorizing the proxy to act, but if a proposal by anyone other than the officers or Trustees is submitted to a vote of the Shareholders of any Series or Class, or if there is a proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Trustees, Shares may be voted only in person or by written proxy. Unless the proxy provides otherwise, it shall not be valid for more than eleven months before the date of the meeting. All proxies shall be delivered to the Secretary or other person responsible for recording the proceedings before being voted. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of such proxy the Trust receives a specific written notice to the contrary from any one of them. Unless otherwise specifically limited by their terms, proxies shall entitle the Shareholder to vote at any adjournment of a Shareholders' meeting. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. At every meeting of Shareholders, unless the voting is conducted by inspectors, the chairman of the meeting shall decide all questions concerning the qualifications of voters, the validity of proxies, and the acceptance or rejection of votes. Subject to the provisions of the Delaware Act, the Trust Instrument, or these By-laws, the General Corporation Law of the State of Delaware relating to proxies, and judicial interpretations thereunder shall govern all matters

concerning the giving, voting or validity of proxies, as if the Trust were a Delaware corporation and the Shareholders were shareholders of a Delaware corporation.

Section 6. Record Date. The Trustees may fix in advance a date up to ninety days before the date of any Shareholders' meeting as a record date for the determination of the Shareholders entitled to notice of, and to vote at, any such meeting. The Shareholders of record entitled to vote at a Shareholders, meeting shall be deemed the Shareholders of record at any meeting reconvened after one or more adjournments, unless the Trustees have fixed a new record date. If the Shareholders, meeting is adjourned for more than sixty days after the original date, the Trustees shall establish a new record date.

Section 7. Action Without a meeting. Shareholders may take any action without a meeting if a majority (or such greater amount as may be required by law) of the Outstanding Shares entitled to vote on the matter consent to the action in writing and such written consents are filed with the records of Shareholders' meetings. Such written consent shall be treated for all purposes as a vote at a meeting of the Shareholders.

ARTICLE VI
SHARES OF BENEFICIAL INTEREST

Section 1. No Share Certificates. Neither the Trust nor any Series or Class shall issue certificates certifying the ownership of Shares, unless the Trustees may otherwise specifically authorize such certificates.

Section 2. Transfer of Shares. Shares shall be transferable only by a transfer recorded on the books of the Trust by the Shareholder of record in person or by his or her duly authorized attorney or legal representative. Shares may be freely transferred and the Trustees may, from time to time, adopt rules and regulations regarding the method of transfer of such Shares.

ARTICLE VII
FISCAL YEAR AND ACCOUNTANT

Section 1. Fiscal Year. The fiscal year of the Trust shall end on December 31.

Section 2. Accountant. The Trust shall employ independent certified public accountants as its Accountant to examine the accounts of the Trust and to sign and certify financial statements filed by the Trust. The Accountant's certificates and reports shall be addressed both to the Trustees and to the Shareholders. A majority of the Disinterested Trustees shall select the Accountant at any meeting held within ninety days before or after the beginning

of the fiscal year of the Trust, acting upon the recommendation of the Audit Committee. The Trust shall submit the selection for ratification or rejection at the next succeeding Shareholders' meeting, if such a meeting is to be held within the Trust's fiscal year. If the selection is rejected at that meeting, the Accountant shall be selected by majority vote of the Trust's outstanding voting securities, either at the meeting at which the rejection occurred or at a subsequent meeting of Shareholders called for the purpose of selecting an Accountant. The employment of the Accountant shall be conditioned upon the right of the Trust to terminate such employment without any penalty by vote of a Majority Shareholder Vote at any Shareholders' meeting called for that purpose.

ARTICLE VIII
AMENDMENTS

Section 1. General. Except as provided in Section 2 of this Article, these By-laws may be amended by the Trustees, or by the affirmative vote of a majority of the Outstanding Shares entitled to vote at any meeting.

Section 2. By Shareholders Only. After the issue of any Shares, this Article may only be amended by the affirmative vote of the holders of the lesser of (a) at least two-thirds of the Outstanding Shares present and entitled to vote at any meeting, or (b) at least fifty percent of the Outstanding Shares.

ARTICLE IX
NET ASSET VALUE

The term "Net Asset Value" of any Series shall mean that amount by which the assets belonging to that Series exceed its liabilities, all as determined by or under the direction of the Trustees. Net Asset Value per Share shall be determined separately for each Series and shall be determined on such days and at such times as the Trustees may determine. The Trustees shall make such determination with respect to securities for which market quotations are readily available, at the market value of such securities, and with respect to other securities and assets, at the fair value as determined in good faith by the Trustees; provided, however, that the Trustees, without Shareholder approval, may alter the method of appraising portfolio securities insofar as permitted under the 1940 Act and the rules, regulations and interpretations thereof promulgated or issued by the Commission or insofar as permitted by any order of the Commission applicable to the Series. The Trustees may delegate any of their powers and duties under this Article X with respect to appraisal of assets and liabilities. At any time the Trustees may cause the Net Asset Value per Share last determined to be determined again in a similar manner and may fix the time when such redetermined values shall become effective.

ARTICLE X
CONFLICT OF INTEREST PROCEDURES

Section 1. Monitoring and Reporting Conflicts. The trustees of Advisers Managers Trust and the Trust (collectively, the "Trusts") are 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.

Section 4. Annual Review. The Trustees, including a majority of the Disinterested Trustees, shall determine no less frequently than annually that the operating structure is in the best interest of Shareholders. The Trustees shall consider, among other things, whether the expenses incurred by the Trust are approximately the same or less than the expenses that the Trust would incur if it invested directly in the type of securities being held by Advisers Managers Trust. The Trustees, including a majority of the Disinterested Trustees, shall review no less frequently than annually these procedures for their continuing appropriateness.

Exhibit (b)(2)

NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

Amendment to the By-Laws

The undersigned, being the duly appointed Secretary of Neuberger&Berman Advisers management Trust (the "Trust"), a Delaware business 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 VII, Section I of the By-Laws at a meeting of the Trustees on November 11, 1997 (new text is bold, deleted text struck through):

[Begin Strikeout]Section 1. Monitoring and Reporting Conflicts. The trustees of Advisers Managers Trust and the Trust (collectively, the "Trusts"0 are 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 Manager 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 [Begin Strikeout] 4 [End Strikeout] [Begin Bold] 1. [End Bold] Annual Review. The Trustees, including a majority of the Disinterested Trustees, shall determine no less frequently than annually that the operating structure is in the best interest of Shareholders. The Trustees shall consider, among other things, whether the expenses incurred by the Trust are approximately the same or less than the expenses that the Trust would incur if it invested directly in the type of securities being held by Advisers Managers Trust. The Trustees, including a majority of the Disinterested Trustees, shall review no less frequently than annually these procedures for their continuing appropriateness.

IN WITNESS WHEREOF, the undersigned has executed this instrument this 20th day of April, 1998.

/s/ Claudia A. Brandon
-----------------------------------------------
Claudia Brandon
Secretary
Neuberger&Berman Advisers Management Trust

Exhibit (b)(3)

Neuberger Berman Advisers Management Trust

Amendment to the By-laws

The undersigned, being the duly appointed Secretary of Neuberger Berman Advisers Management Trust (the "Trust"), a Delaware business trust, hereby certifies that the cover page, title on the first page, and the introductory paragraph on the first page of the By-Laws of the Trust dated May 23, 1994, was amended as follows by the vote of the Trustees of the Trust pursuant to Article VIII, Section 1 of the By-Laws, at a meeting of the Trustees on August 26, 1998 (new text is bold, deleted text is struck through):

1. Cover Page: [begin strikethrough] Neuberger & Berman [end strikethrough] [begin bold] Neuberger Berman [end bold] Advisers Management Trust

2. Title on the first page of the By-Laws:

BY-LAWS
OF

[begin strikethrough] Neuberger & Berman [end strikethrough]
[begin bold] Neuberger Berman [end bold] Advisers Management Trust

3. Introductory paragraph on the first page of the By-Laws:

These By-laws of [begin strikethrough] Neuberger & Berman [end strikethrough] [begin bold] Neuberger Berman [end bold] Advisers Management Trust (the "Trust"), a Delaware business trust, are subject to the Trust Instrument of the Trust dated May 23, 1994, as from time to time amended, supplemented or restated (the "Trust Instrument"). Capitalized terms used herein have the same meanings as in the Trust Instrument.

In Witness whereof, the undersigned has executed this instrument this 9th day of November, 1998.

/s/ Claudia A. Brandon
___________________________________________
Claudia Brandon
Secretary
Neuberger Berman Advisers Management Trust

Exhibit (d)(1)

MANAGEMENT AGREEMENT

This Agreement is made as Nov. 3, 2003, between Neuberger Berman Advisers Management Trust, a Delaware statutory trust ("Trust"), and Neuberger Berman Management Inc., a New York corporation ("Manager").

W I T N E S S E T H :

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end, diversified management investment company and has established several separate series of shares ("Portfolios"), with each Portfolio having one or more classes and with each Portfolio having its own assets and investment policies; and

WHEREAS, the Trust desires to retain the Manager as investment adviser to furnish investment advisory and portfolio management services to each Portfolio listed in Schedule A attached hereto, to such other Portfolios of the Trust hereinafter established as agreed to from time to time by the parties, evidenced by an addendum to Schedule A (hereinafter "Portfolio" shall refer to each Portfolio which is subject to this Agreement and all agreements and actions described herein to be made or taken by the Trust on behalf of the Portfolios), and the Manager is willing to furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

1. SERVICES OF THE MANAGER.

1.1 Investment Management Services. The Manager shall act as the investment adviser to the Portfolios and, as such, shall (i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the investment of the assets of the Portfolios in a manner consistent with its investment objective, policies and restrictions, and (iii) determine from time to time securities to be purchased, sold, retained or lent by the Portfolios, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Manager will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer, and if with a broker or dealer, (a) will attempt to obtain the best net price and most favorable execution of its orders, and (b) may nevertheless in its discretion purchase and sell portfolio securities from and to brokers and dealers who provide the Manager with research, analysis, advice and similar services and pay such brokers and dealers in return a higher commission or spread than may be charged by other brokers or dealers.

The Trust hereby authorizes any entity or person associated with the Manager which is a member of a national securities exchange to effect any transaction on the exchange for the account of the Portfolios which is permitted by
Section 1l(a) of the Securities Exchange Act of 1934 and Rule 1la2-2(T)

thereunder, and the Trust hereby consents to the retention of compensation for such transactions in accordance with the law.

The Manager shall carry out its duties with respect to the Portfolios' investments in accordance with applicable law and the investment objectives, policies and restrictions of the Portfolios adopted by the trustees of the Trust ("Trustees"), and subject to such further limitations as the Portfolios may from time to time impose by written notice to the Manager.

1.2 Administrative Services. The Manager shall supervise the Portfolios' business and affairs and shall provide such services required for effective administration of the Portfolios as are not provided by employees or other agents engaged by the Portfolios; provided, that the Manager shall not have any obligation to provide under this Agreement any direct or indirect services to the holders of shares of the Portfolios ("Shareholders"), any services related to the sale of interests in the Portfolios, or any other services which are the subject of a separate agreement or arrangement between the Portfolios and the Manager. Subject to the foregoing, in providing administrative services hereunder, the Manager shall:

1.2.1 Office Space, Equipment and Facilities. Furnish without cost to the Portfolios, or pay the cost of, such office space, office equipment and office facilities as are adequate for the Portfolios' needs.

1.2.2 Personnel. Provide, without remuneration from or other cost to the Trust or the Portfolios, the services of individuals competent to perform all of the Portfolios' executive, administrative and clerical functions which are not performed by employees or other agents engaged by the Portfolios or by the Manager acting in some other capacity pursuant to a separate agreement or arrangement with the Portfolios.

1.2.3 Agents. Assist the Portfolios in selecting and coordinating the activities of the other agents engaged by the Portfolios, including the Portfolios' custodian, independent auditors and legal counsel.

1.2.4 Trustees and Officers. Authorize and permit the Manager's directors, officers and employees who may be elected or appointed as trustees or officers of the Trust to serve in such capacities, without remuneration from or other cost to the Trust or the Portfolios.

1.2.5 Books and Records. Ensure that all financial, accounting and other records required to be maintained and preserved by the Trust and/or the Portfolios are maintained and preserved by it or on its behalf in accordance with applicable laws and regulations.

1.2.6 Reports and Filings. Assist in the preparation of (but not pay for) all periodic reports by the Trust or the Portfolios to Shareholders and all reports and filings required to maintain the registration and qualification of the Portfolios, or to meet other regulatory or tax requirements applicable to the Portfolios, under federal and state securities and tax laws.

1.3 The Manager can use any of the officers and employees of Neuberger Berman, LLC to

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provide any of the non-investment advisory services described herein.

2. EXPENSES OF THE PORTFOLIOS.

2.1 Expenses to Be Paid by the Manager. The Manager shall pay all salaries, expenses and fees of the officers, trustees and employees of the Trust who are officers, directors or employees of the Manager.

In the event that the Manager pays or assumes any expenses of the Trust or a Portfolio not required to be paid or assumed by the Manager under this Agreement, the Manager shall not be obligated hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein contained shall be deemed to relieve the Manager of any obligation to the Trust or to a Portfolio under any separate agreement or arrangement between the parties.

2.2 Expenses to Be Paid by the Portfolios. Each Portfolio shall bear all expenses of its operation, except those specifically allocated to the Manager under this Agreement or under any separate agreement between a Portfolio and the Manager. Expenses to be borne by a Portfolio shall include both expenses directly attributable to the operation of the Portfolios and the placement of interests therein, as well as the portion of any expenses of the Trust that is properly allocable to the Portfolios in a manner approved by the trustees of the Trust. Subject to any separate agreement or arrangement between the Trust or a Portfolio and the Manager, the expenses hereby allocated to each Portfolio, and not to the Manager, include, but are not limited to:

2.2.1 Custody. All charges of depositories, custodians, and other agents for the transfer, receipt, safekeeping, and servicing of its cash, securities, and other property.

2.2.2 Shareholder Servicing. All expenses of maintaining and servicing Shareholder accounts, including, but not limited to the charges of any Shareholder servicing agent, dividend disbursing agent or other agent engaged by a Portfolio to service Shareholder accounts.

2.2.3 Shareholder Reports. All expenses of preparing, setting in type, printing and distributing reports and other communications to Shareholders.

2.2.4 Pricing and Portfolio Valuation. All expenses of computing a Portfolio's net asset value per share, including any equipment or services obtained for the purpose of pricing shares or valuing the Portfolio's investment portfolio.

2.2.5 Communications. All charges for equipment or services used for communications between the Manager or the Portfolios and any custodian, Shareholder servicing agent, portfolio accounting services agent, or other agent engaged by a Portfolio.

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2.2.6 Legal and Accounting Fees. All charges for services and expenses of a Portfolio's legal counsel and independent auditors.

2.2.7 Trustees' Fees and Expenses. With respect to each Portfolio, all compensation of Trustees other than those affiliated with the Manager, all expenses incurred in connection with such unaffiliated Trustees' services as Trustees, and all other expenses of meetings of the Trustees or committees thereof..

2.2.8 Shareholder Meetings. All expenses incidental to holding meetings of Shareholders, including the printing of notices and proxy materials, and proxy solicitation therefor.

2.2.9 Bonding and Insurance. All expenses of bond, liability, and other insurance coverage required by law or regulation or deemed advisable by the Trustees, including, without limitation, such bond, liability and other insurance expense that may from time to time be allocated to the Portfolios in a manner approved by the Trustees.

2.2.10 Brokerage Commissions. All brokers' commissions and other charges incident to the purchase, sale or lending of a Portfolio's portfolio securities.

2.2.11 Taxes. All taxes or governmental fees payable by or with respect to a Portfolio to federal, state or other governmental agencies, domestic or foreign, including stamp or other transfer taxes.

2.2.12 Trade Association Fees. All fees, dues and other expenses incurred in connection with a Portfolio's membership in any trade association or other investment organization.

2.2.13 Nonrecurring and Extraordinary Expenses. Such nonrecurring and extraordinary expenses as may arise, including the costs of actions, suits, or proceedings to which the Portfolio is a party and the expenses a Portfolio may incur as a result of its legal obligation to provide indemnification to the Trust's officers, Trustees and agents.

2.2.14 Organizational Expenses. Any and all organizational expenses of a Portfolio paid by the Manager shall be reimbursed by such Portfolio at such time or times agreed by such Portfolio and the Manager.

3. ADVISORY FEE.

3.1 Fee. As compensation for all services rendered, facilities provided and expenses paid or assumed by the Manager under this Agreement, each Portfolio shall pay the Manager an annual fee as set out in Schedule B to this Agreement.

3.2 Computation and Payment of Fee. The advisory fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accruals shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual advisory fee rate (as set forth in Schedule B

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hereto), and multiplying this product by the net assets of the Portfolios, determined in the manner established by the Trustees, as of the close of business on the last preceding business day on which the Portfolios' net asset value was determined.

3.3 State Expense Limitation. If in any fiscal year the operating expenses of any Shareholder in a Portfolio plus such Shareholder's pro rata portion of the Portfolio's operating expenses in such fiscal year ("Aggregate Operating Expenses," which includes any fees or expense reimbursements payable to the Manager pursuant to this Agreement and any compensation payable to the Manager pursuant to (i) the Administration Agreement between such Shareholder and the Manager or (ii) any other Agreement or arrangement with the Trust with respect to that Shareholder, but excludes interest, taxes, brokerage commissions, litigation and indemnification expenses, and other extraordinary expenses not incurred in the ordinary course of business) exceed the lowest applicable percentage expense limitation imposed under the securities law and regulations of any state in which such Shareholder's shares are qualified for sale (the "State Expense Limitation"), then the Manager shall pay such Shareholder the amount of such excess, less the amount of any reduction of the administration fee referred to below; provided, that the Manager shall have no obligation hereunder to pay such Shareholder for any such expenses which exceed the pro rata portion of such advisory fee attributable to such Shareholder's interest in that Portfolio.

No payment shall be made to such Shareholder hereunder unless and until the administration fee payable by such Shareholder under a similar State Expense Limitation of its Administration Agreement with the Manager has been reduced to zero. Any payment to a Shareholder hereunder shall be made monthly, by annualizing the Aggregate Operating Expenses for each month as of the last day of such month. An adjustment shall be made on or before the last day of the first month of the next succeeding fiscal year if Aggregate Operating Expenses for such fiscal year do not exceed the State Expense Limitation or if for such fiscal year there is no applicable State Expense Limitation.

4. OWNERSHIP OF RECORDS.

All records required to be maintained and preserved by the Portfolios pursuant to the provisions or rules or regulations of the Securities and Exchange Commission ("SEC") under Section 31(a) of the 1940 Act and maintained and preserved by the Manager on behalf of the Portfolios are the, properly of the Portfolios and shall be surrendered by the Manager promptly on request by the Portfolios; provided, that the Manager may at its own expense make and retain copies of any such records.

5. REPORTS TO MANAGER.

The Portfolios shall furnish or otherwise make available to the Manager such copies of the Portfolios' financial statements, proxy statements, reports, and other information relating to its business and affairs as the Manager may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.

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6. REPORTS TO THE PORTFOLIOS.

The Manager shall prepare and furnish to the Portfolios such reports, statistical data and other information in such form and at such intervals as the Portfolios may reasonably request.

7. RETENTION OF SUB-ADVISER.

Subject to a Portfolio obtaining the initial and periodic approvals required under Section 15 of the 1940 Act, the Manager may retain a sub-adviser, at the Manager's own cost and expense, for the purpose of making investment recommendations and research information available to the Manager. Retention of a sub-adviser shall in no way reduce the responsibilities or obligations of the Manager under this Agreement and the Manager shall be responsible to the Trust and the Portfolios for all acts or omissions of the sub-adviser in connection with the performance of the Manager's duties hereunder.

8. SERVICES TO OTHER CLIENTS.

Nothing herein contained shall limit the freedom of the Manager or any affiliated person of the Manager to render investment management and administrative services to other investment companies, to act as investment adviser or investment counselor to other persons, firms or corporations, or to engage in other business activities.

9. LIMITATION OF LIABILITY OF MANAGER AND ITS PERSONNEL.

Neither the Manager nor any director, officer or employee of the Manager performing services for the Portfolios at the direction or request of the Manager in connection with the Manager's discharge of its obligations hereunder shall be liable for any error of judgment or mistake of law or for any loss suffered by a Portfolio in connection with any matter to which this Agreement relates; provided, that nothing herein contained shall be construed (i) to protect the Manager against any liability to the Trust or a Portfolio or its Shareholders to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Manager's duties, or by reason of the Manager's reckless disregard of its obligations and duties under this Agreement, or (ii) to protect any director, officer or employee of the Manager who is or was a Trustee or officer of the Trust against any liability to the Trust or a Portfolio or its Shareholders 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 Trust.

10. NO LIABILITY OF OTHER PORTFOLIOS.

This Agreement is made by each Portfolio pursuant to authority granted by the Trustees, and the obligations created hereby are not binding on any of the Trustees or Shareholders of the Portfolios individually, but bind only the property of that Portfolio and no other.

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11. EFFECT OF AGREEMENT.

Nothing herein contained shall be deemed to require the Portfolios to take any action contrary to the Declaration of the Trust or By-Laws of the Trust, any actions of the Trustees binding upon the Portfolios, or any applicable law, regulation or order to which a Portfolio is subject or by which it is bound, or to relieve or deprive the Trustees of their responsibility for and control of the conduct of the business and affairs of the Portfolios or the Trust.

12. TERM OF AGREEMENT.

The term of this Agreement shall begin on the date first above written with respect to each of the Portfolios listed in Schedule A on the date hereof and, unless sooner terminated as hereinafter provided, this Agreement shall remain in effect through October 31, 2005. Schedule A to this Agreement may be modified from time to time to reflect the addition or deletion of a Portfolio from the terms of this Agreement. With respect to each Portfolio added by execution of an Addendum to Schedule A, the term of this Agreement shall begin on the date of such execution and, unless sooner terminated as hereinafter provided, this Agreement shall remain in effect to October 31 of the year following the year of execution. Thereafter, in each case, this Agreement shall continue in effect with respect to each Portfolio from year to year, subject to the termination provisions and all other terms and conditions hereof; provided, such continuance with respect to a Portfolio is approved at least annually by vote of a majority of the outstanding voting securities of such Portfolio, or by vote or written consent of the Trustees, provided that in either event such continuance is also approved annually by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Trustees who are not interested persons of either party hereto; and provided further, that the Manager shall not have notified a Portfolio in writing at least sixty (60) days prior to the first expiration date hereof or at least sixty (60) days prior to any expiration date in any year thereafter that it does not desire such continuation. The Manager shall furnish any Portfolio, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

13. AMENDMENT OR ASSIGNMENT OF AGREEMENT.

Any amendment to this Agreement shall be in writing signed by the parties hereto; provided, that no such amendment shall be effective unless authorized on behalf of any Portfolio (i) by resolution of the Trustees, including the vote or written consent of a majority of the Trustees who are not parties to this Agreement or interested persons of either party hereto, and, if the amendment is material, (ii) by vote of a majority of the outstanding voting securities of such Portfolio. This Agreement shall terminate automatically and immediately in the event of its assignment; provided, that with the consent of the Board on behalf of a Portfolio, the Manager may subcontract to another person any of its responsibilities with respect to such Portfolio provided the Manager shall remain responsible hereunder for the acts and omissions of such other person(s) as if they were the acts and omissions of the Manager.

- 7 -

14. TERMINATION OF AGREEMENT.

This Agreement may be terminated at any time by either party hereto, without the payment of any penalty, upon sixty (60) days' prior written notice to the other party; provided, that in the case of termination by any Portfolio, such action shall have been authorized (i) by resolution of the Trustees, including the vote or written consent of a majority of Trustees who are not parties to this Agreement or interested persons of either party hereto, or (ii) by vote of a majority of the outstanding voting securities of the Portfolio.

15. NAME OF THE PORTFOLIOS.

Each Portfolio hereby agrees that if the Manager shall at any time for any reason cease to serve as investment adviser to a Portfolio, the Portfolio shall, if and when requested by the Manager, eliminate from the Portfolio's name the name "Neuberger Berman" and thereafter refrain from using the name "Neuberger Berman" or the initials "NB" in connection with its business or activities, and the foregoing agreement of a Portfolio shall survive any termination of this Agreement and any extension or renewal thereof.

16. INTERPRETATION AND DEFINITION OF TERMS.

Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms "vote of a majority of the outstanding voting securities," "interested persons," "assignment" and "affiliated person," as used in this Agreement shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, when the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

17. CHOICE OF LAW.

This Agreement is made and to be principally performed in the State of New York, and except insofar as the 1940 Act or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York.

18. CAPTIONS.

The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

- 8 -

19. EXECUTION IN COUNTERPARTS.

This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

- 9 -

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized and their respective seals to be hereunto affixed, as of the day and year first above written.

NEUBERGER BERMAN ADVISERS
MANAGEMENT TRUST

       /s/ Peter E.  Sundman
       ---------------------
By:    Peter E.  Sundman
Title: Chairman and CEO

NEUBERGER BERMAN
MANAGEMENT INC.

       /s/ Robert Conti
       ---------------------
By:    Robert Conti
Title: Snr Vice President

- 10 -

NEUBERGER BERMAN
ADVISERS MANAGEMENT TRUST
MANAGEMENT AGREEMENT
SCHEDULE A

Portfolios                                          Date Added to Agreement
----------                                          -----------------------

Balanced Portfolio                                      November 3, 2003
Fasciano Portfolio                                      November 3, 2003
Growth Portfolio                                        November 3, 2003
Guardian Portfolio                                      November 3, 2003
International Portfolio                                 November 3, 2003
Lehman Brothers Short Duration Bond Portfolio           November 3, 2003
Mid-Cap Growth Portfolio                                November 3, 2003
Partners Portfolio                                      November 3, 2003
Real Estate Portfolio                                   November 3, 2003
Regency Portfolio                                       November 3, 2003
Socially Responsive Portfolio                           November 3, 2003
Lehman Brothers High Income Bond Portfolio               June 10, 2004
International Large Cap Portfolio                       August 15, 2006

SCHEDULE B

Compensation pursuant to Paragraph 3 of the Neuberger Berman Advisers Management Trust Management Agreement shall be calculated in accordance with the following schedules:

Balanced Portfolio
Growth Portfolio
Guardian Portfolio
International Large Cap Portfolio
Mid-Cap Growth Portfolio
Partners Portfolio
Regency Portfolio
Socially Responsive Portfolio

0.55% on the first $250 million of average daily net assets 0.525% on the next $250 million of average daily net assets 0.50% on the next $250 million of average daily net assets 0.475% on the next $250 million of average daily net assets 0.45% on the next $500 million of average daily net assets

0.425% on the next $2.5 billion of average daily net assets 0.40% on average daily net assets in excess of $4 billion

Fasciano Portfolio

0.85% on the first $500 million of average daily net assets 0.825% on the next $500 million of average daily net assets 0.80% on the next $500 million of average daily net assets 0.775% on the next $500 million of average daily net assets 0.75% on the next $500 million of average daily net assets 0.725% on average daily net assets in excess of $2.5 billion

International Portfolio

0.85% on the first $250 million of average daily net assets 0.825% on the next $250 million of average daily net assets 0.80% on the next $250 million of average daily net assets 0.775% on the next $250 million of average daily net assets 0.75% on the next $500 million of average daily net assets 0.725% on the next $1 billion of average daily net assets 0.70% on average daily net assets in excess of $2.5 billion

Lehman Brothers Short Duration Bond Portfolio

0.25% on the first $500 million of average daily net assets 0.225% on the next $500 million of average daily net assets 0.20% on the next $500 million of average daily net assets 0.175% on the next $500 million of average daily net assets 0.15% on average daily net assets in excess of $2 billion

Real Estate Portfolio

0.85% of average daily net assets

Lehman Brothers High Income Bond Portfolio

0.48% of average daily net assets

DATED: May 1, 2007

Exhibit (d)(2)

SUB-ADVISORY AGREEMENT

NEUBERGER BERMAN MANAGEMENT INC.
605 Third Avenue
New York, New York 10158

November 3, 2003

Neuberger Berman, LLC
605 Third Avenue
New York, New York 10158

Ladies and Gentlemen:

We have entered into a Management Agreement with Neuberger Berman Advisers Management Trust ("Trust"), with respect to several of its series ("Portfolios"), as set forth in Schedule A hereto, pursuant to which we are to act as investment adviser to such Portfolios. We hereby agree with you as follows:

1. You agree for the duration of this Agreement to furnish us with such investment recommendations and research information, of the same type as that which you from time to time provide to your principals and employees for use in managing client accounts, all as we shall reasonably request. In the absence of willful misfeasance, bad faith or gross negligence in the performance of your duties, or of reckless disregard of your duties and obligations hereunder, you shall not be subject to liability for any act or omission or any loss suffered by any Portfolio or its security holders in connection with the matters to which this Agreement relates.

2. In consideration of your agreements set forth in paragraph 1 above, we agree to pay you on the basis of direct and indirect costs to you of performing such agreements. Indirect costs shall be allocated on a basis mutually satisfactory to you and us.

3. As used in this Agreement, the terms "assignment" and "vote of a majority of the outstanding voting securities" shall have the meanings given to them by Sections 2(a)(4) and 2(a)(42), respectively, of the Investment Company Act of 1940, as amended ("1940 Act").

This Agreement shall terminate automatically in the event of its assignment, or upon termination of the Management Agreement between the Trust and the undersigned.

This Agreement may be terminated at any time, without the payment of any penalty, (a) with respect to any Portfolio by the trustees of the Trust or by vote of a majority of the outstanding voting securities of such Portfolio or by the undersigned on not less than thirty nor more than sixty days' written notice addressed to you at your principal place of business; and (b) by you,

without the payment of any penalty, on not less than thirty nor more than sixty days' written notice addressed to the Trust and the undersigned at the Trust's principal place of business.

This Agreement shall remain in full force and effect with respect to each Portfolio listed in Schedule A on the date hereof until October 31, 2005, unless sooner terminated as provided above, and from year to year thereafter only so long as its continuance is approved in the manner required by the 1940 Act, as from time to time amended.

Schedule A to this Agreement may be modified from time to time to reflect the addition or deletion of a Portfolio from the terms of this Agreement. With respect to each Portfolio added by execution of an addendum to Schedule A, the term of this Agreement shall begin on the date of such execution and, unless sooner terminated as provided above, this Agreement shall remain in effect to October 31 of the year following the year of execution and from year to year thereafter only so long as its continuance is approved in the manner required by the 1940 Act, as from time to time amended.

If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.

Very truly yours,

NEUBERGER BERMAN
MANAGEMENT INC.

By:    /s/ Robert Conti
       ------------------
Name:  Robert Conti
Title: Snr Vice President

The foregoing agreement is
hereby accepted as of the date
first above written.

NEUBERGER BERMAN, LLC

By:    /s/ Peter E. Sundman
       ------------------------
Name:  Peter E. Sundman
Title: Executive Vice President

NEUBERGER BERMAN MANAGEMENT INC.
SUB-ADVISORY AGREEMENT
SCHEDULE A

Portfolios                                         Date Added to Agreement
----------                                         -----------------------

Balanced Portfolio                                    November 3, 2003
Fasciano Portfolio                                    November 3, 2003
Growth Portfolio                                      November 3, 2003
Guardian Portfolio                                    November 3, 2003
International Portfolio                               November 3, 2003
Lehman Brothers High Income Bond Portfolio              June 10, 2004
Lehman Brothers Short Duration Bond Portfolio         November 3, 2003
Mid-Cap Growth Portfolio                              November 3, 2003
Partners Portfolio                                    November 3, 2003
Real Estate Portfolio                                 November 3, 2003
Regency Portfolio                                     November 3, 2003
Socially Responsive Portfolio                         November 3, 2003
International Large Cap Portfolio                      August 15, 2006

DATED: May 1, 2007

Exhibit (d)(3)

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment and Assumption Agreement") dated as of April 26, 2007 among Neuberger Berman, LLC ("Assignor"), a Delaware limited liability company, and a wholly owned subsidiary of Neuberger Berman Inc. which in turn is a indirect, wholly-owned subsidiary of Lehman Brothers Holdings Inc. ("Lehman Brothers"), and Lehman Brothers Asset Management LLC ("Assignee"), a Delaware limited liability company and a wholly-owned subsidiary of Lehman Brothers.

W I T N E S S E T H:

WHEREAS, Assignor and Neuberger Berman Management Inc. ("Investment Adviser") are parties to that certain sub-advisory agreement dated as of November 3, 2003 (the "Sub-Advisory Agreement"), whereby Assignor serves as the subadviser to certain series of Neuberger Berman Advisers Management Trust (the "Trust"), as listed on Schedule A and any supplements thereto of the Sub-Advisory Agreement;

WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to accept all of Assignor's right, title and interest in the Sub-Advisory Agreement with respect to the portfolios listed on Appendix A of this Assignment and Assumption Agreement (the "Portfolios"), and (ii) Assignee desires to acquire and to assume all of the duties and obligations of Assignor under the Sub-Advisory Agreement with respect to the Portfolios;

WHEREAS, this Assignment and Assumption Agreement does not result in a change of actual control or management of the subadviser to the Trust and, therefore, is not an "assignment" as defined in Section 2(a)(4) of the Investment Company Act of 1940 (the "Act") nor an "assignment" for purposes of
Section 15(a)(4) of the Act.

NOW, THEREFORE, in consideration of the mutual premises herein contained, and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Effective as of May 1, 2007, Assignor hereby designates Assignee as its successor under the Sub-Advisory Agreement with respect to the Portfolios and hereby assigns, conveys, transfers and sets over absolutely to Assignee, and Assignee hereby accepts, all of Assignor's right, title and interest in and to the Sub-Advisory Agreement with respect to the Portfolios and Assignee hereby assumes and agrees to perform and discharge all of Assignor's duties and obligations under the Sub-Advisory Agreement with respect to the Portfolios.

2. The Trust and the Investment Adviser hereby agree and consent to the assignment to and assumption by Assignee of the Sub-Advisory Agreement with respect to the Portfolios, and as of the date of this Assignment and Assumption Agreement agree that all of the representations, covenants, and agreements in the Sub-Advisory Agreement of the Assignor with respect to the Portfolios shall now apply to the Assignee as though Assignee were a named party

to the Sub-Advisory Agreement with respect to the Portfolios, except that any claim by the Trust and the Investment Adviser under the Sub-Advisory Agreement with respect to the Portfolios, or liability with respect to services performed prior to the date of this Assignment and Assumption Agreement by the Assignor, shall not be made against the Assignee.

3. Assignor, Assignee and Investment Adviser hereto further agree that by signing this Assignment and Assumption Agreement, Assignee shall become a party to the Sub-Advisory Agreement with respect to the Portfolios with the same effect as if Assignee had executed the Sub-Advisory Agreement with respect to the Portfolios as a party thereto as of the date of this Assignment and Assumption Agreement, and Assignee shall have all of the rights and obligations of Assignor under the Sub-Advisory Agreement with respect to the Portfolios and as of the date of this Assignment and Assumption Agreement shall be deemed to have made all of the representations, covenants and agreements of Assignor contained in the Sub-Advisory Agreement with respect to the Portfolios.

4. Neither this Assignment and Assumption Agreement nor any term hereof may be changed, waived, discharged or terminated, except by an instrument in writing signed by the parties hereto.

5. In case any provision in or obligation under this Assignment and Assumption Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

6. This Assignment and Assumption Agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of New York, without regard to conflicts of law principles.

7. This Assignment and Assumption Agreement may be executed in one or more counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

8. This Assignment and Assumption Agreement shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors and assigns.

9. This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter hereof and may not be altered, amended, changed, waived, terminated or modified in any respect or particular unless the same shall be in writing and signed by each of the parties hereto.

[signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Assumption Agreement to be duly executed and delivered by their respective officers thereunto duly authorized, as of the date first above written.

TRUST:

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

By:  /s/ Peter E. Sundman
     -----------------------------------
     Name:    Peter E. Sundman
     Title:   Chairman and CEO

INVESTMENT ADVISER:

NEUBERGER BERMAN MANAGEMENT INC.

By:  /s/ Robert Conti
     -----------------------------------
     Name:    Robert Conti
     Title:   Vice President

ASSIGNEE:

LEHMAN BROTHERS ASSET MANAGEMENT LLC

By:  /s/ Thomas O'Reilly
     -----------------------------------
     Name:    Thomas O'Reilly
     Title:   Senior Vice President

ASSIGNOR:

NEUBERGER BERMAN, LLC

By:  /s/ Robert Conti
     ----------------------------------
     Name:    Robert Conti
     Title:   Vice President

APPENDIX A

Lehman Brothers High Income Bond Portfolio Lehman Brothers Short Duration Bond Portfolio

DATED: MAY 1, 2007

Exhibit (e)(1)

DISTRIBUTION AGREEMENT
CLASS I SHARES

This Agreement is made as of November 3, 2003, between Neuberger Berman Advisers Management Trust, a Delaware business trust ("Trust"), and Neuberger Berman Management Inc., a New York corporation (the "Distributor").

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end, management investment company and has established several separate series of shares of beneficial interest ("Shares"), with each series having its own assets, liabilities and investment policies;

WHEREAS, the series issue and sell or propose to issue and sell their Shares to separate accounts of life insurance companies ("Life Companies") to serve as investment vehicles for variable annuities and/or variable life contracts issued by such Life Companies ("Variable Contracts") and may issue and sell their Shares to such other persons who may purchase under Treasury Regulation Section 1.817-5, which may include, among others, qualified pension and retirement plans ("Qualified Plans");

WHEREAS, certain of the series intend to issue Shares of a class designated as Class I; and

WHEREAS, the Trust desires to retain the Distributor to furnish certain distribution services with respect to each series listed in Schedule A attached hereto, (each such series a "Portfolio"); and with respect to Class I of such other series of the Trust hereinafter established as agreed to from time to time by the parties, evidenced by an addendum to Schedule A (hereinafter "Portfolio" shall refer to each Portfolio which is subject to this Agreement and all agreements and actions described herein to be made or taken by a Portfolio shall be made or taken by the Trust on behalf of the Portfolio and "Shares" shall refer to Class I Shares of a Portfolio), and the Distributor is willing to furnish such services,

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:

1. The Trust hereby appoints the Distributor as agent to sell the Shares to separate accounts of Life Companies, to Qualified Plans, and such other persons as may be permitted by law, and the Distributor hereby accepts such appointment. All sales by the Distributor shall be expressly subject to acceptance by the Trust, acting on behalf of the Portfolio.

2. (a) The Distributor agrees that (i) all Shares sold by the Distributor shall be sold at the net asset value ("NAV") thereof as described in Section 3 hereof, and (ii) the Portfolio shall receive 100% of such NAV.

(b) The Shares may be sold in accordance with the following: fund participation or other agreements between the Trust, the Distributor, and the Life Companies;

agreements between the Trust or the Distributor and Qualified Plans or the Trustees of such plans; and agreements with other financial intermediaries. The Shares may also be offered directly to persons eligible to purchase the Shares.

(c) The Distributor can use any of the officers and employees of Neuberger Berman, LLC to provide any of the services or reports required under this agreement.

3. The Trust agrees to supply to the Distributor, promptly after the time or times at which NAV is determined, on each day on which NAV is determined as provided in the then-current Prospectus and/or Statement of Additional Information ("SAI") of the pertinent Portfolio (each such day a "business day"), a statement of the NAV of each Portfolio, having been determined in the manner set forth in the then-current Prospectus and/or SAI of the pertinent Portfolio. Each determination of NAV shall take effect as of such time or times on each business day as set forth in the then-current Prospectus and/or SAI of the pertinent Portfolio, and shall prevail until the time as of which the next determination is made.

4. Upon receipt by the Trust at its principal place of business of an order from the Distributor, the Trust shall, if it elects to accept such order, as promptly as practicable, cause the Shares purchased by such order to be delivered in such amounts and in such names as the Distributor shall specify or as agreed upon in a fund participation agreement or other agreement with a Life Company or other offeree, against payment therefor in such manner as may be acceptable to the Trust or as agreed upon in a fund participation agreement or other agreement with a Life Company or other offeree. The Trust may, in its discretion, refuse to accept any order for the purchase of Shares that the Distributor may tender to it.

5. (a) All sales literature and advertisements used by the Distributor in connection with sales of Shares shall be subject to approval by the Trust. The Trust authorizes the Distributor, in connection with the sale or arranging for the sale of Shares of any Portfolio, to provide only such information and to make only such statements or representations as are contained in the Portfolio's then-current Prospectus and SAI or in such financial and other statements furnished to the Distributor pursuant to the next paragraph or as may properly be included in sales literature or advertisements in accordance with the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the 1940 Act and applicable rules of self-regulatory organizations. Neither the Trust nor any Portfolio shall be responsible in any way for any information provided or statements or representations made by the Distributor or its representatives or agents other than the information, statements and representations described in the preceding sentence.

(b) Each Portfolio shall keep the Distributor fully informed with regard to its affairs, shall furnish the Distributor with a certified copy of all of its financial statements and a signed copy of each report prepared for it by its independent auditors, and shall cooperate fully in the efforts of the Distributor to negotiate and sell Shares of such Portfolio and in the Distributor's performance of all its duties under this Agreement.

redemption right granted to such Portfolio's shareholders by the Trust Instrument of the Trust, as from time to time in effect, at a redemption price equal to the NAV per Share of such Portfolio next determined after proper tender and acceptance, subject to any fees on redeemed Shares that are described in the then-current Prospectus and/or SAI of the pertinent Portfolio, or as agreed upon in a fund participation agreement or other agreement with a Life Company or other offeree. The Trust has delivered to the Distributor a copy of the Trust's Trust Instrument as currently in effect and agrees to deliver to the Distributor any amendments thereto promptly upon filing thereof with the Office of the Secretary of State of the State of Delaware.

8. The Distributor shall pay all of its own costs and expenses connected with the sale of Shares. The Distributor may, at its sole discretion and at its expense, but shall not be required to, provide and obtain such administrative and shareholder services for Class I of each Portfolio as Distributor deems appropriate, which may include services to Life Companies and/or Variable Contract Owners.

9. Each Portfolio shall maintain a currently effective Registration Statement on Form N-1A with respect to such Portfolio and shall file with the Securities and Exchange Commission (the "SEC") such reports and other documents as may be required under the 1933 Act and the 1940 Act, or the rules and regulations of the SEC thereunder.

Each Portfolio represents and warrants that the Registration Statement, post-effective amendments, Prospectus and SAI (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) of such Portfolio shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor, pursuant to Section 5(b) hereof, shall be true and correct in all material respects.

10. (a) This Agreement shall become effective with respect to a Portfolio on the date indicated in Schedule A and, unless sooner terminated as herein provided, this Agreement shall remain in effect until October 31, 2005, unless renewed as hereinafter provided prior to that date, and may be continued from year to year thereafter; provided, that such continuance shall be specifically approved each year by the Trustees or by a majority of the outstanding voting securities of the Class I Shares of the Portfolio, and in either case, also by a majority of the Trustees who are not interested persons of the Trust or the Distributor ("Disinterested Trustees"). This Agreement may be amended as to any Portfolio with the approval of the Trustees or of a majority of the outstanding voting securities of the Class I Shares of such Portfolio; provided, that in either case, such amendment also shall be approved by a majority of the Disinterested Trustees.

(b) Either party may terminate this Agreement without the payment of any penalty, upon not more than sixty days' nor less than thirty days' written notice delivered personally or mailed by registered mail, postage prepaid, to the other party; provided, that in the case of termination by any Portfolio, such action shall have been authorized (i) by resolution of the Trustees, or (ii) by vote of a majority of the outstanding voting securities of the Class I Shares of such Portfolio, or (iii) by written consent of a majority of the Disinterested Trustees.

(d) Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or, by rules, regulations, orders, or interpretations of the SEC. Specifically, the terms "interested persons," "assignment" and "vote of a majority of the outstanding voting securities", as used in this Agreement, shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, when the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. The Trust and the Distributor may from time to time agree on such provisions interpreting or clarifying the provisions of this Agreement as, in their joint opinion, are consistent with the general tenor of this Agreement and with the specific provisions of this Section 10(d). Any such interpretation or clarification shall be in writing signed by the parties and annexed hereto, but no such interpretation or clarification shall be effective if in contravention of any applicable federal or state law or regulation, and no such interpretation or clarification shall be deemed to be an amendment of this Agreement.

No term or provision of this Agreement shall be construed to require the Distributor to provide distribution services to any series of the Trust other than the Portfolios listed in Schedule A, or to require Class I or any Portfolio to pay any compensation or expenses that are properly allocable, in a manner approved by the Trustees, to a class or series of the Trust other than Class I or such Portfolio.

(e) This Agreement is made and to be principally performed in the State of New York, and except insofar as the 1940 Act or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York.

(f) This Agreement is made by the Trust solely with respect to Class I of the Portfolio, and the obligations created hereby bind only assets belonging to Class I of that Portfolio.

11. The Distributor or one of its affiliates may from time to time deem it desirable to offer to the list of shareholders of Class I of each Portfolio the shares of other mutual funds for which it acts as Distributor, including other series of the Trust or other products or services; however any such use of the list of shareholders of any Series shall conform to

applicable law and shall be made subject to such terms and conditions, if any, as shall be approved by a majority of the Disinterested Trustees.

12. The Distributor shall look only to the assets of Class I of a Portfolio for the performance of this Agreement by the Trust on behalf of such Portfolio, and neither the Trustees nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed by their duly authorized officers and under their respective seals.

NEUBERGER BERMAN
ADVISERS MANAGEMENT TRUST

        /s/ Peter E. Sundman
        ---------------------
By:     Peter E. Sundman
Title:  Chairman and CEO

NEUBERGER BERMAN
MANAGEMENT INC.

        /s/ Robert Conti
        ---------------------
By:     Robert Conti
Title:  Snr Vice President

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

DISTRIBUTION AGREEMENT

(Class I Shares)

SCHEDULE A

PORTFOLIO                                                DATE ADDED TO AGREEMENT

Balanced Portfolio                                              November 3, 2003
Growth Portfolio                                                November 3, 2003
Guardian Portfolio                                              November 3, 2003
Lehman Brothers Short Duration Bond Portfolio                   November 3, 2003
Mid-Cap Growth Portfolio                                        November 3, 2003
Partners Portfolio                                              November 3, 2003
Regency Portfolio                                               November 3, 2003
Socially Responsive Portfolio                                   November 3, 2003

DATED May 1, 2007

Exhibit (e)(2)

DISTRIBUTION AND SERVICES
AGREEMENT FOR CLASS S SHARES

WHEREAS, certain of the series intend to issue Shares of a class designated as Class S.

WHEREAS, the Trust desires to retain the Distributor to furnish certain distribution, shareholder and administrative services with respect to Class S of each series listed in Schedule A attached hereto (each such series a "Portfolio"); and with respect to Class S of such other series of the Trust hereinafter established as agreed to from time to time by the parties, evidenced by an addendum to Schedule A (hereinafter "Portfolio" shall refer to each Portfolio which is subject to this Agreement and all agreements and actions described herein to be made or taken by a Portfolio shall be made or taken by the Trust on behalf of the Portfolio), and the Distributor is willing to furnish such services,

WHEREAS, the Trust has approved a Distribution and Shareholder Services Plan for Class S Shares pursuant to Rule 12b-l under the 1940 Act ("Plan") with respect to Class S Shares of each Portfolio (hereinafter "Shares" shall refer to Class S Shares of a Portfolio).

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:

1. The Trust hereby appoints the Distributor as agent to sell Shares to separate accounts of Life Companies, to Qualified Plans, and to such other persons as may be permitted by law, and the Distributor hereby accepts such appointment. All sales by the Distributor shall be expressly subject to acceptance by the Trust, acting on behalf of the Portfolio.

(b) The Shares may be sold in accordance with the following: fund participation or other agreements between the Trust, the Distributor, and the Life Companies; agreements between the Trust or the Distributor and Qualified Plans or the trustees of such plans; agreements with other financial intermediaries. The Shares may also be offered directly to persons eligible to purchase the Shares.

(c) The Distributor may enter into agreements, in form and substance satisfactory to the Trust, with dealers selected by the Distributor, providing for the sale to such dealers and resale by such dealers of Shares at their NAV. The Distributor may compensate dealers for services they provide under such agreements.

(d) The Distributor can use any of the officers and employees of Neuberger Berman, LLC to provide any of the services or reports required under this agreement.

5. (a) All sales literature and advertisements used by the Distributor in connection with sales of Shares shall be subject to approval by the Trust. The Trust authorizes the Distributor, in connection with the sale or arranging for the sale of Shares of any Portfolio, to provide only such information and to make only such statements or representations as are contained in the Portfolio's then-current Prospectus and/or SAI or in such financial and other statements furnished to the Distributor pursuant to the next paragraph or as may properly be included in sales literature or advertisements in accordance with the provisions of the Securities Act of 1933, as amended (the "1933 Act"), the 1940 Act and applicable rules of self-regulatory organizations. Neither the Trust nor any Portfolio shall be responsible in any way for any information provided or statements or representations made by the Distributor or its

representatives or agents other than the information, statements and representations described in the preceding sentence.

(b) Each Portfolio shall keep the Distributor fully informed with regard to its affairs, shall furnish the Distributor with a copy of all of its financial statements and a signed copy of each report prepared for it by its independent auditors, and shall cooperate fully in the efforts of the Distributor to negotiate and sell Shares of such Portfolio and in the Distributor's performance of all its duties under this Agreement.

6. The Distributor, as agent of each Portfolio and for the account and risk of each Portfolio, is authorized, subject to the direction of the Trust, to accept orders to redeem outstanding Shares of such Portfolio when properly tendered by shareholders pursuant to the redemption right granted to such Portfolio's shareholders by the Trust Instrument of the Trust, as from time to tune in effect, at a redemption price equal to the NAV per Share of such Portfolio next determined after proper tender and acceptance, subject to any fees on redeemed Shares that are described in the then-current Prospectus and/or SAI of the pertinent Portfolio, or as agreed upon in a fund participation agreement or other agreement with a Life Company or other offeree. The Trust has delivered to the Distributor a copy of the Trust's Trust Instrument as currently in effect and agrees to deliver to the Distributor any amendments thereto promptly upon filing thereof with the Office of the Secretary of State of the State of Delaware.

7. The Distributor shall assume and pay or reimburse each Portfolio for the following expenses of such Portfolio: (i) costs of printing and distributing reports, prospectuses and SAIs for other than existing shareholders used in connection with the sale or offering of the Portfolios' Shares; and (ii) costs of preparing, printing and distributing all advertising and sales literature relating to such Portfolio printed at the instruction of the Distributor. The Distributor shall pay all its own costs and expenses connected with the sale of Shares and may pay the compensation and expenses, including overhead and telephone and other communication expenses, of organizations and employees that engage in or support the distribution of Shares and/or in support of rendering services to persons with interest in the Shares.

8. Each Portfolio shall maintain a currently effective Registration Statement on Form N-1A with respect to such Portfolio and shall file with the Securities and Exchange Commission (the "SEC") such reports and other documents as may be required under the 1933 Act and the 1940 Act, or the rules and regulations of the SEC thereunder.

9. In addition to the foregoing, the Distributor agrees to provide or obtain certain administrative and shareholder services with respect to Class S of each Portfolio. Such

services may include, but are not limited to, the following: administering periodic investment and periodic withdrawal programs; researching and providing historical account activity information for shareholders requesting it; preparing and mailing account and confirmation statements to account holders; preparing and mailing tax forms to account holders; serving as custodian to retirement plans investing in Shares; dealing appropriately with abandoned accounts; collating and reporting the number of Shares attributable to each state for blue sky registration and reporting purposes; identifying and reporting transactions exempt from blue sky registration requirements; and providing and maintaining ongoing shareholder services for the duration of the shareholders' investment in Shares of each Portfolio, which may include updates on performance, total return, other related statistical information, and a continual analysis of the suitability of the investment in Shares of each Portfolio. Such services may also include services to Life Companies, their affiliates, or current and prospective owners of Variable Contracts, including, but not limited to, the following: teleservicing support in connection with the Portfolios; delivery and responding to inquires respecting Portfolio Prospectuses and/or SAIs, reports, notices, proxies and proxy statements and other information respecting the Portfolios (but not including services paid for by the Trust such as printing and mailing); facilitation of the tabulation of Variable Contract owners' votes in the event of a meeting of Trust shareholders; maintenance of Variable Contract records reflecting Shares purchased and redeemed and Share balances, and the conveyance of that information to the Trust, or its transfer agent as may be reasonably requested; provision of support services including providing information about the Trust and its Portfolios and answering questions concerning the Trust and its Portfolios, including questions respecting Variable Contract owners' interests in one or more Portfolios; provision and administration of Variable Contract features for the benefit of Variable Contract owners participating in the Trust including fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; and provision of other services as may be agreed upon from time to time.

The Distributor may subcontract to third parties some or all of its responsibilities to the Portfolio under this paragraph. The Distributor may pay compensation and expenses, including overhead and telephone and other communication expenses, to organizations and employees who provide such services, including Life Companies and their affiliates.

10. As compensation for the distribution, shareholder and administrative services provided under this Agreement, the Distributor shall receive from the Shares of each Portfolio a fee at the rate and under the terms and conditions set forth in the Plan adopted by the Trust's Board of Trustees for the Shares of the Portfolio, as such Plan may be amended from time to time. Such amounts shall be compensation to the Distributor for such services without regard to the Distributor's actual expenses for rendering such services, which may be less than or greater than the amounts paid to the Distributor as compensation hereunder. In addition to the expenditures specifically authorized herein, the Distributor may spend with respect to the Shares such amounts as it deems appropriate for any purpose consistent with the Plan, as amended from time to time.

11. The Distributor shall prepare, at least quarterly, reports for the Trustees showing expenditures under this Agreement and the purposes for which such expenditures were

made. Such reports shall be in a format suitable to ensure compliance with the applicable requirements of the SEC and the National Association of Securities Dealers.

12. (a) This Agreement shall become effective with respect to a Portfolio on the date indicated in Schedule A and, unless sooner terminated as herein provided, this Agreement shall remain in effect until October 31, 2005, unless renewed as hereinafter provided prior to that date, and may be continued from year to year thereafter; provided, that such continuance shall be specifically approved each year by the Trustees or by a majority of the outstanding voting securities of the Class S Shares of the Portfolio, and in either case, also by a majority of the Trustees who are not interested persons of the Trust or the Distributor ("Disinterested Trustees"). This Agreement may be amended as to any Portfolio with the approval of the Trustees or of a majority of the outstanding voting securities of the Class S Shares of such Portfolio; provided, that in either case, such amendment also shall be approved by a majority of the Disinterested Trustees.

(b) Either party may terminate this Agreement without the payment of any penalty, upon not more than sixty days' nor less than thirty days' written notice delivered personally or mailed by registered mail, postage prepaid, to the other party; provided, that in the case of termination by any Portfolio, such action shall have been authorized (i) by resolution of the Trustees, or (ii) by vote of a majority of the outstanding voting securities of the Class S Shares of such Portfolio, or (iii) by written consent of a majority of the Disinterested Trustees.

(d) Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or by rules, regulations, orders, or interpretations of the SEC. Specifically, the terms "interested persons," "assignment" and "vote of a majority of the outstanding voting securities", as used in this Agreement, shall have the meanings assigned to them by Section 2(a) of the 1940 Act. In addition, when the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order. The Trust and the Distributor may from time to time agree on such provisions interpreting or clarifying the provisions of this Agreement as, in their joint opinion, are consistent with the general tenor of this Agreement and with the specific provisions of this Section 12(d). Any such interpretation or clarification shall be in writing signed by the parties and annexed hereto, but no such interpretation or clarification shall be effective if in contravention of any applicable federal or state law or regulation, and no such interpretation or clarification shall be deemed to be an amendment of this Agreement.

that are properly allocable, in a manner approved by the Trustees, to a class or series of the Trust other than Class S or such Portfolio.

(f) This Agreement is made by the Trust solely with respect to Class S of the Portfolio, and the obligations created hereby bind only assets belonging to Class S of that Portfolio.

13. The Distributor or one of its affiliates may from time to time deem it desirable to offer to the list of shareholders of Class S of each Portfolio the shares of other mutual funds for which it acts as Distributor, including other series of the Trust or other products or services; however any such use of the list of shareholders of any Series shall conform to applicable law and shall be made subject to such terms and conditions, if any, as shall be approved by a majority of the Disinterested Trustees.

14. The Distributor shall look only to the assets of Class S of a Portfolio for the performance of this Agreement by the Trust on behalf of such Portfolio, and neither the Trustees nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be duly executed by their duly authorized officers and under their respective seals.

NEUBERGER BERMAN
ADVISERS MANAGEMENT TRUST

       /s/ Peter E.  Sundman
       ---------------------
By:    Peter E.  Sundman
Title: Chairman and CEO

NEUBERGER BERMAN
MANAGEMENT INC.

       /s/ Robert Conti
       ---------------------
By:    Robert Conti
Title: Snr Vice President

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
DISTRIBUTION AND SERVICES AGREEMENT

                                   SCHEDULE A

PORTFOLIO                                                DATE ADDED TO AGREEMENT
Fasciano Portfolio                                              November 3, 2003
Guardian Portfolio                                               November 3,2003
International Portfolio                                         November 3, 2003
Mid-Cap Growth Portfolio                                        November 3, 2003
Real Estate Portfolio                                           November 3, 2003
Lehman Brothers High Income Bond Portfolio                         June 10, 2004
Regency Portfolio                                              December 15, 2004
Socially Responsive Portfolio                                     April 28, 2006
International Large Cap Portfolio                                August 15, 2006

DATED: May 1, 2007

Exhibit (g)(1)

CUSTODIAN CONTRACT
Between
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST
and
STATE STREET BANK AND TRUST COMPANY

TABLE OF CONTENTS

1.       Employment of Custodian and Property to be Held by It.......... 1

2.       Duties of the Custodian with Respect to Property of the
         Fund Held By the Custodian in the United States................ 2
         2.1      Holding Securities.................................... 2
         2.2      Delivery of Securities................................ 2
         2.3      Registration of Securities............................ 5
         2.4      Bank Accounts......................................... 5
         2.5      Availability of Federal Funds......................... 5
         2.6      Collection of Income.................................. 6
         2.7      Payment of Fund Monies................................ 6
         2.8      Liability for Payment in Advance of Receipt of
                  Securities Purchased.................................. 8
         2.9      Appointment of Agents................................. 8
         2.10     Deposit of Fund Assets in Securities Systems.......... 8
         2.11     Fund Assets Held in the Custodian's Direct Paper
                  System................................................ 9
         2.12     Segregated Account....................................10
         2.13     Ownership Certificates for Tax Purposes...............11
         2.14     Proxies...............................................11
         2.15     Communications Relating to Portfolio Securities.......11

3.       Duties of the Custodian with Respect to Property of the
         Fund Held Outside of the United States.........................12
         3.1      Appointment of Foreign Sub-Custodians.................12
         3.2      Assets to be Held.....................................12
         3.3      Foreign Securities Depositories.......................12
         3.4      Agreements with Foreign Banking Institutions..........12
         3.5      Access of Independent Accountants of the Fund.........13
         3.6      Reports By Custodian..................................13
         3.7      Transactions in Foreign Custody Account...............13
         3.8      Liability of Foreign Sub-Custodians...................14
         3.9      Liability of Custodian................................14
         3.10     Reimbursement for Advances............................15
         3.11     Monitoring Responsibilities...........................16
         3.12     Branches of U.S. Banks................................16
         3.13     Foreign Exchange Transactions.........................17
         3.14     Tax Law...............................................17

4.       Payments for Sales or Repurchases or Redemptions of the
         Fund Shares of the Fund........................................18

5.       Proper Instructions............................................19

6.       Actions Permitted without Express Authority....................19

7.       Evidence of Authority..........................................20

8.       Duties of Custodian with Respect to the Books of
         Account and Calculation of Net Asset Value and Net
         Income......................................................... 20

9.       Records........................................................ 20

10.      Opinion of Fund's Independent Accountant....................... 21

11.      Reports to Fund by Independent Public Accountants.............. 21

12.      Compensation of Custodian...................................... 21

13.      Responsibility of Custodian.................................... 21

14.      Effective Period, Termination and Amendment.................... 23

15.      Successor Custodian............................................ 23

16.      Interpretive and Additional Provisions......................... 24

17.      Additional Funds............................................... 25

18.      Massachusetts Law to Apply..................................... 25

19.      Limitation of Trustee, Officer and Shareholder
         Liability...................................................... 25

20.      No Liability of Other Portfolios............................... 25

21.      Confidentiality................................................ 25

22.      Assignment..................................................... 26

23.      Severability................................................... 26

24.      Prior Contracts................................................ 26

25.      Shareholder Communications Election............................ 26

CUSTODIAN CONTRACT

This Contract between Neuberger & Berman Advisers Management Trust, a Delaware business trust, having its principal place of business at 605 Third Avenue, New York, New York 10158, hereinafter called the "Fund", and State Street Bank and Trust Company, a Massachusetts trust company, having its principal place of business at 225 Franklin Street, Boston, Massachusetts, 02110, hereinafter called the "Custodian",

WITNESSETH:

WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Fund has issued shares in six portfolios, Balanced Portfolio, Growth Portfolio, Liquid Asset Portfolio, Limited Maturity Portfolio, Partners Portfolio, and Government Income Portfolio (such Portfolios together with all other series subsequently established by the Fund and made subject to this Contract in accordance with paragraph 17, being herein referred to as the "Portfolio(s)");

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

1. Employment of Custodian and Property to be Held by It

The Fund hereby employs the Custodian as the custodian of the assets of each Portfolio, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States ("domestic securities") and securities it desires to be held outside the United States ("foreign securities") pursuant to the provisions of the Trust Instrument. The Fund on behalf of each Portfolio agrees to deliver to the Custodian all securities and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Portfolio(s) from time to time, and the cash consideration received by it for such new or treasury shares of beneficial interest of the Fund representing interests in the Portfolios ("Shares"), as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio held or received by the Portfolio and not delivered to the Custodian.

Upon receipt of "Proper Instructions" (within the meaning of Article
5), the Custodian shall on behalf of the applicable Portfolio(s) from time to time employ one or more sub-custodians located in the United States, but only in accordance with an applicable vote by the Board of Trustees of the Fund on behalf of the applicable Portfolio(s), and provided that the Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. The Custodian may employ as sub-custodian for the Fund's foreign securities on behalf of the applicable Portfolio(s) the foreign banking institutions and foreign securities depositories designated in Schedule A hereto but only in accordance with the provisions of Article 3.

2. Duties of the Custodian with Respect to Property of the Fund Held By the Custodian in the United States

2.1 Holding Securities. The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property to be held by it in the United States, including all domestic securities owned by such Portfolio, other than (a) securities which are maintained pursuant to Section 2.10 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury, collectively referred to herein as "Securities System" and (b) commercial paper of an issuer for which State Street Bank and Trust Company acts as issuing and paying agent ("Direct Paper") which is deposited and/or maintained in the Direct Paper System of the Custodian pursuant to Section 2.11.

2.2 Delivery of Securities. The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian or in a Securities System account of the Custodian or in the Custodian's Direct Paper book entry system account ("Direct Paper System Account") only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

1) Upon sale of such securities for the account of the Portfolio and receipt of payment therefor;

2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio;

3) In the case of a sale effected through a Securities System, in accordance with the provisions of Section 2.10 hereof;

4) To the depository agent in connection with tender or other similar offers for securities of the Portfolio;

5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian;

6) To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.9 or into the name or nominee name of any sub-custodian appointed pursuant to Article 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian;

7) Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with "street delivery" custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian's own negligence or willful misconduct;

8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian;

10) For delivery in connection with any loans of securities made by the Portfolio, but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund on behalf of the Portfolio, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, except that in connection with any loans for which collateral is to be credited to the Custodian's account in the book-entry system

authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral;

11) For delivery as security in connection with any borrowings by the Fund on behalf of the Portfolio requiring a pledge of assets by the Fund on behalf of the Portfolio, but only against receipt of amounts borrowed;

12) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio of the Fund;

13) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian, and a Futures Commission Merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission and/or any Contract Market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Portfolio of the Fund;

14) Upon receipt of instructions from the transfer agent ("Transfer Agent") for a Portfolio, for delivery to such Transfer Agent or to the holders of shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund, related to the Portfolio ("Prospectus"), in satisfaction of requests by holders of Shares for repurchase or redemption; and

15) For any other proper corporate purpose, but only upon receipt of, in addition to Proper Instructions from the Fund on behalf of the applicable Portfolio, a certified copy of a resolution of the Board of Trustees or of the Executive Committee signed by an officer of the Fund and certified by the Secretary or an Assistant Secretary, specifying the securities of the Portfolio to be delivered, setting forth the purpose for which such delivery is to be made, declaring such purpose to be a proper corporate purpose, and naming the person or persons

to whom delivery of such securities shall be made.

2.3 Registration of Securities. Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of the Portfolio or in the name of any nominee of the Fund on behalf of the Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to the Portfolio, unless the Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.9 or in the name or nominee name of any sub-custodian appointed pursuant to Article 1. All securities accepted by the Custodian on behalf of the Portfolio under the terms of this Contract shall be in "street name" or other good delivery form. If, however, the Fund directs the Custodian to maintain securities in "street name", the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers.

2.4 Bank Accounts. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of the Fund which shall contain only property held by the Custodian as custodian for that Portfolio, subject only to draft or order by the Custodian acting pursuant to the terms of this Contract, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the Banking Department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the Investment Company Act of 1940 and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board of Trustees of the Fund. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity.

2.5 Availability of Federal Funds. Upon mutual agreement between the Fund on behalf of each applicable Portfolio and the Custodian, the Custodian shall, upon the receipt of Proper Instructions from the Fund on behalf of a Portfolio, make federal funds available to such Portfolio as of specified times agreed upon from time to time by the Fund and the Custodian in the amount of checks received in payment for Shares of such Portfolio which are deposited into the Portfolio's account.

2.6      Collection of Income.  Subject to the provisions of Section

2.3,     the Custodian shall collect on a timely basis all income and other
         payments with respect to registered domestic securities held hereunder
         to which each Portfolio shall be entitled either by law or pursuant to
         custom in the securities business, and shall collect on a timely basis
         all income and other payments with respect to bearer domestic
         securities if, on the date of payment by the issuer, such securities
         are held by the Custodian or its agent and shall credit such income, as
         collected, to such Portfolio's custodian account. Without limiting the
         generality of the foregoing, the Custodian shall detach and present for
         payment all coupons and other income items requiring presentation as
         and when they become due and shall collect interest when due on
         securities held hereunder. Collection of income due each Portfolio on
         securities loaned pursuant to the provisions of Section 2.2 (10) shall
         be the responsibility of the Custodian so long as the securities are
         registered and remain in the name of the Fund, the Custodian, or its
         nominee, or in the Depository Trust Company account of the Custodian,
         but otherwise shall be the responsibility of the Fund and the Custodian
         will have no duty or responsibility in connection therewith, other than
         to provide the Fund with such information or data as may be necessary
         to assist the Fund in arranging for the timely delivery to the
         Custodian of the income to which the Portfolio is properly entitled.

2.7      Payment of Fund Monies. Upon receipt of Proper Instructions from the
         Fund on behalf of the applicable Portfolio, which may be continuing
         instructions when deemed appropriate by the parties, the Custodian
         shall pay out monies of a Portfolio in the following cases only:

         1)       Upon the purchase of domestic securities, options, futures
                  contracts or options on futures contracts for the account of
                  the Portfolio but only (a) against the delivery of such
                  securities or evidence of title to such options, futures
                  contracts or options on futures contracts to the Custodian (or
                  any bank, banking firm or trust company doing business in the
                  United States or abroad which is qualified under the
                  Investment Company Act of 1940, as amended, to act as a
                  custodian and has been designated by the Custodian as its
                  agent for this purpose) registered in the name of the
                  Portfolio or in the name of a nominee of the Custodian
                  referred to in Section 2.3 hereof or in proper form for
                  transfer; (b) in the case of a purchase effected through a
                  Securities

System, in accordance with the conditions set forth in Section 2.10 hereof; (c) in the case of a purchase involving the Direct Paper System, in accordance with the conditions set forth in Section 2.11; (d) in the case of repurchase agreements entered into between the Fund on behalf of the Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodian's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio or (e) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined in Article 5;

2) In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof;

3) For the redemption or repurchase of Shares issued by the Portfolio as set forth in Article 4 hereof;

4) For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

5) For the payment of any dividends on Shares of the Portfolio declared pursuant to the governing documents of the Fund;

6) For payment of the amount of dividends received in respect of securities sold short;

7) For any other proper purpose, but only upon receipt of, in addition to Proper Instructions from the Fund on behalf of the Portfolio, a certified copy of a resolution of the Board of Trustees or of the Executive Committee of the Fund signed by an officer of the Fund and certified by its Secretary or an Assistant Secretary, specifying the amount of such payment, setting forth the purpose for which such payment is to be made, declaring such purpose to be a proper purpose, and naming the person or persons to whom such payment is to be made.

2.8      Liability for Payment in Advance of Receipt of Securities

         Purchased. Except as specifically stated otherwise in this Contract, in
         any and every case where payment for purchase of domestic securities
         for the account of a Portfolio is made by the Custodian in advance of
         receipt of the securities purchased in the absence of specific written
         instructions from the Fund on behalf of such Portfolio to so pay in
         advance, the Custodian shall be absolutely liable to the Fund for such
         securities to the same extent as if the securities had been received by
         the Custodian.

2.9      Appointment of Agents. The Custodian may at any time or times in its
         discretion appoint (and may at any time remove) any other bank or trust
         company which is itself qualified under the Investment Company Act of
         1940, as amended, and its rules or regulations to act as a custodian,
         as its agent to carry out such of the provisions of this Article 2 as
         the Custodian may from time to time direct; provided, however, that the
         appointment of any agent shall not relieve the Custodian of its
         responsibilities or liabilities hereunder.

2.10     Deposit of Fund Assets in Securities Systems. The Custodian may deposit
         and/or maintain securities owned by a Portfolio in a clearing agency
         registered with the Securities and Exchange Commission under Section
         17A of the Securities Exchange Act of 1934, which acts as a securities
         depository, or in the book-entry system authorized by the U.S.
         Department of the Treasury and certain federal agencies, collectively
         referred to herein as "Securities System" in accordance with applicable
         Federal Reserve Board and Securities and Exchange Commission rules and
         regulations, if any, and subject to the following provisions:

         1)       The Custodian may keep securities of the Portfolio in a
                  Securities System provided that such securities are
                  represented in an account ("Account") of the Custodian in the
                  Securities System which shall not include any assets of the
                  Custodian other than assets held as a fiduciary, custodian or
                  otherwise for customers;

         2)       The records of the Custodian with respect to securities of the
                  Portfolio which are maintained in a Securities System shall
                  identify by book-entry those securities belonging to the
                  Portfolio;

         3)       The Custodian shall pay for securities purchased for the
                  account of the Portfolio upon (i) receipt of advice from the
                  Securities System that such securities have been transferred
                  to the Account, and (ii) the making of an

                  entry on the records of the Custodian to reflect such payment
                  and transfer for the account of the Portfolio. The Custodian
                  shall transfer securities sold for the account of the
                  Portfolio upon (i) receipt of advice from the Securities
                  System that payment for such securities has been transferred
                  to the Account, and (ii) the making of an entry on the records
                  of the Custodian to reflect such transfer and payment for the
                  account of the Portfolio. Copies of all advices from the
                  Securities System of transfers of securities for the account
                  of the Portfolio shall identify the Portfolio, be maintained
                  for the Portfolio by the Custodian and be provided to the Fund
                  at its request. Upon request, the Custodian shall furnish the
                  Fund on behalf of the Portfolio confirmation of each transfer
                  to or from the account of the Portfolio in the form of a
                  written advice or notice and shall furnish to the Fund on
                  behalf of the Portfolio copies of daily transaction sheets
                  reflecting each day's transactions in the Securities System
                  for the account of the Portfolio;

         4)       The Custodian shall provide the Fund for the Portfolio with
                  any report obtained by the Custodian (or by any agent
                  appointed by the Custodian pursuant to Section 2.9) on the
                  Securities System's accounting system, internal accounting
                  control and procedures for safeguarding securities deposited
                  in the Securities System;

         5)       The Custodian shall have received from the Fund on behalf of
                  the Portfolio the certificate required by Article 14 hereof;

         6)       Anything to the contrary in this Contract notwithstanding, the
                  Custodian shall be liable to the Fund for the benefit of the
                  Portfolio for any loss or damage to the Portfolio resulting
                  from use of the Securities System by reason of any negligence,
                  misfeasance or misconduct of the Custodian or any of its
                  agents or of any of its or their employees or from failure of
                  the Custodian or any such agent to enforce effectively such
                  rights as it may have against the Securities System; at the
                  election of the Fund, it shall be entitled to be subrogated to
                  the rights of the Custodian with respect to any claim against
                  the Securities System or any other person which the Custodian
                  may have as a consequence of any such loss or damage if and to
                  the extent that the Portfolio has not been made whole for any
                  such loss or damage.

2.11     Fund Assets Held in the Custodian's Direct Paper System.  The
         Custodian may deposit and/or maintain securities owned by a

         Portfolio in the Direct Paper System of the Custodian subject to the
         following provisions:

         1)       No transaction relating to securities in the Direct Paper
                  System will be effected in the absence of Proper Instructions
                  from the Fund on behalf of the Portfolio;

         2)       The Custodian may keep securities of the Portfolio in the
                  Direct Paper System only if such securities are represented in
                  an account ("Account") of the Custodian in the Direct Paper
                  System which shall not include any assets of the Custodian
                  other than assets held as a fiduciary, custodian or otherwise
                  for customers;

         3)       The records of the Custodian with respect to securities of the
                  Portfolio which are maintained in the Direct Paper System
                  shall identify by book-entry those securities belonging to the
                  Portfolio;

         4)       The Custodian shall pay for securities purchased for the
                  account of the Portfolio upon the making of an entry on the
                  records of the Custodian to reflect such payment and transfer
                  of securities to the account of the Portfolio. The Custodian
                  shall transfer securities sold for the account of the
                  Portfolio upon the making of an entry on the records of the
                  Custodian to reflect such transfer and receipt of payment for
                  the account of the Portfolio;

         5)       The Custodian shall furnish the Fund on behalf of the
                  Portfolio confirmation of each transfer to or from the account
                  of the Portfolio, in the form of a written advice or notice,
                  of Direct Paper on the next business day following such
                  transfer and shall furnish to the Fund on behalf of the
                  Portfolio copies of daily transaction sheets reflecting each
                  day's transaction in the Securities System for the account of
                  the Portfolio;

         6)       The Custodian shall provide the Fund on behalf of the
                  Portfolio with any report on the Custodian's system of
                  internal accounting control as the Fund may reasonably request
                  from time to time.

2.12     Segregated Account. The Custodian shall upon receipt of Proper
         Instructions from the Fund on behalf of each applicable Portfolio
         establish and maintain a segregated account or accounts for and on
         behalf of each such Portfolio, into which account or accounts may be
         transferred cash and/or securities, including securities maintained in
         an account by the Custodian pursuant to Section 2.10 hereof, (i) in
         accordance with the provisions of any agreement among the Fund on
         behalf of the Portfolio, the Custodian and a broker-dealer registered
         under the Exchange Act and a member of the NASD (or any futures

         commission merchant registered under the Commodity Exchange Act),
         relating to compliance with the rules of The Options Clearing
         Corporation and of any registered national securities exchange (or the
         Commodity Futures Trading Commission or any registered contract
         market), or of any similar organization or organizations, regarding
         escrow or other arrangements in connection with transactions by the
         Portfolio, (ii) for purposes of segregating cash or government
         securities in connection with options purchased, sold or written by the
         Portfolio or commodity futures contracts or options thereon purchased
         or sold by the Portfolio, (iii) for the purposes of compliance by the
         Portfolio with the procedures required by Investment Company Act
         Release No. 10666, or any subsequent release or releases of the
         Securities and Exchange Commission relating to the maintenance of
         segregated accounts by registered investment companies and (iv) for
         other proper corporate purposes, but only, in the case of clause (iv),
         upon receipt of, in addition to Proper Instructions from the Fund on
         behalf of the applicable Portfolio, a certified copy of a resolution of
         the Board of Trustees or of the Executive Committee signed by an
         officer of the Fund and certified by the Secretary or an Assistant
         Secretary, setting forth the purpose or purposes of such segregated
         account and declaring such purposes to be proper corporate purposes.

2.13     Ownership Certificates for Tax Purposes. The Custodian shall execute
         ownership and other certificates and affidavits for all federal and
         state tax purposes in connection with receipt of income or other
         payments with respect to domestic securities of each Portfolio held by
         it and in connection with transfers of securities.

2.14     Proxies. The Custodian shall, with respect to the domestic securities
         held hereunder, cause to be promptly executed by the registered holder
         of such securities, if the securities are registered otherwise than in
         the name of the Portfolio or a nominee of the Portfolio, all proxies,
         without indication of the manner in which such proxies are to be voted,
         and shall promptly deliver to the Portfolio such proxies, all proxy
         soliciting materials and all notices relating to such securities.

2.15     Communications Relating to Portfolio Securities. Subject to the
         provisions of Section 2.3, the Custodian shall transmit promptly to the
         Fund for each Portfolio all written information (including, without
         limitation, pendency of calls and maturities of domestic securities and
         expirations of rights in connection therewith and notices of exercise
         of call and put options written by the Fund on behalf of the Portfolio
         and the maturity of futures contracts purchased or sold by the
         Portfolio) received by the Custodian from issuers of the securities
         being held for the Portfolio. With respect to

tender or exchange offers, the Custodian shall transmit promptly to the Portfolio all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or his agents) making the tender or exchange offer. If the Portfolio desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Portfolio shall when reasonably possible notify the Custodian at least three business days prior to the date on which the Custodian is to take such action

3. Duties of the Custodian with Respect to Property of the Fund Held Outside of the United States

3.1 Appointment of Foreign Sub-Custodians. The Fund hereby authorizes and instructs the Custodian to employ as sub-custodians for each Portfolio's securities and other assets maintained outside the United States the foreign banking institutions and foreign securities depositories designated on Schedule A hereto ("foreign sub-custodians"). Upon receipt of "Proper Instructions", as defined in
Section 5 of this Contract, together with a certified resolution of the Fund's Board of Trustees, the Custodian and the Fund may agree to amend Schedule A hereto from time to time to designate additional foreign banking institutions and foreign securities depositories to act as sub-custodian. Upon receipt of Proper Instructions, the Fund may instruct the Custodian to cease the employment of any one or more such sub-custodians for maintaining custody of a Portfolio's assets.

3.2 Assets to be Held. The Custodian shall limit the securities and other assets maintained in the custody of the foreign sub-custodians to: (a) "foreign securities", as defined in paragraph (c) (1) of Rule 17f-5 under the Investment Company Act of 1940, and (b) cash and cash equivalents in such amounts as the Custodian or the Fund may determine to be reasonably necessary to effect a Portfolio's foreign securities transactions. The Custodian shall identify on its books as belonging to each Portfolio, the foreign securities of the Portfolio held by each foreign sub-custodian.

3.3 Foreign Securities Depositories. Except as may otherwise be agreed upon in writing by the Custodian and the Fund, assets of each Portfolio shall be maintained in foreign securities depositories only through arrangements implemented by the foreign banking institutions serving as sub-custodians pursuant to the terms hereof. Where possible, such arrangements shall include entry into agreements containing the provisions set forth in Section 3.4 hereof.

3.4 Agreements with Foreign Banking Institutions. Each agreement with a foreign banking institution shall be substantially in

the form set forth in Exhibit 1 hereto and shall provide that: (a) the assets of each Portfolio will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors or agent, except a claim of payment for their safe custody or administration; (b) beneficial ownership for the assets of each Portfolio will be freely transferable without the payment of money or value other than for custody of administration; (c) adequate records will be maintained identifying the assets as belonging to each applicable Portfolio; (d) officers of or auditors employed by, or other representatives of the Custodian, including to the extent permitted under applicable law the independent public accountants for the Fund, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian; and (e) assets of each Portfolio held by the foreign sub-custodian will be subject only to the instructions of the Custodian or its agents.

3.5 Access of Independent Accountants of the Fund. Upon request of the Fund, the Custodian will use its best efforts to arrange for the independent accountants of the Fund to be afforded access to the books and records of any foreign banking institution employed as a foreign sub-custodian insofar as such books and records relate to the performance of such foreign banking institution under its agreement with the Custodian.

3.6 Reports By Custodian. The Custodian will supply to the Fund from time to time, as mutually agreed upon, statements in respect of the securities and other assets of each Portfolio held by foreign sub-custodians, including but not limited to an identification of entities having possession of each Portfolio's securities and other assets and advice or notifications of any transfers of securities to or from each custodial account maintained by a foreign banking institution for the Custodian on behalf of each applicable Portfolio indicating, as to securities acquired for a Portfolio, the identity of the entity having physical possession of such securities.

3.7 Transactions in Foreign Custody Account. (a) Except as otherwise provided in paragraph (b) of this Section 3.7, the provision of Sections 2.2 and 2.7 of this Contract shall apply, mutatis mutandis to the foreign securities of the Fund held outside the United States by foreign sub-custodians.

(b) Notwithstanding any provision of this Contract to the contrary, settlement and payment for securities received for the account of each applicable Portfolio and delivery of securities maintained for the account of each applicable Portfolio may be effected in accordance with the customary established securities trading or securities processing practices and

procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivering securities to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) against a receipt with the expectation of receiving later payment for such securities from such purchaser or dealer.

(c) Securities maintained in the custody of a foreign sub-custodian may be maintained in the name of such entity's nominee to the same extent as set forth in Section 2.3 of this Contract, and the Fund agrees to hold any such nominee harmless from any liability as a holder of record of such securities.

3.8 Liability of Foreign Sub-Custodians. Each agreement pursuant to which the Custodian employs a foreign banking institution as a foreign sub-custodian shall require the institution to exercise reasonable care in the performance of its duties and to indemnify, and hold harmless, the Custodian and the Fund from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the institution's performance of such obligations. At the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a foreign banking institution as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Fund has not been made whole for any such loss, damage, cost, expense, liability or claim.

3.9. Liability of Custodian. The Custodian shall be liable for the acts or omissions of a foreign banking institution to the same Extent as set forth with respect to sub-custodians generally in this Contract and, regardless of whether assets are maintained in the custody of a foreign banking institution, a foreign securities depository or a branch of a U.S. bank as contemplated by paragraph 3.12 hereof, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism or any loss where the sub-custodian has otherwise exercised reasonable care. Notwithstanding the foreign provisions of this paragraph 3.9, in delegating custody duties to State Street London Ltd., the Custodian shall not be relieved of any responsibility to the Fund for any loss due to such delegation, except such loss as may result from (a) political risk (including, but not limited to, exchange control restrictions, confiscation, expropriation, nationalization, insurrection, civil strife or armed hostilities) or (b) other losses (excluding a bankruptcy or insolvency or State Street London Ltd., not caused by political risk) due to Acts of God, nuclear incident or the like, in each case under circumstances where the Custodian and State Street London Ltd. have exercised reasonable care.

         like, in each case under circumstances where the Custodian and
         State Street London Ltd. have exercised reasonable care.

3.10     Reimbursement for Advances. If the Fund requires the Custodian to
         advance cash or securities for any purpose for the benefit of a
         Portfolio including the purchase or sale of foreign exchange or of
         contracts for foreign exchange ("Advance"), or in the event that the
         Custodian or its nominee shall incur or be assessed any taxes, charges,
         expenses, assessments, claims or liabilities in connection with the
         performance of this Contract, except such as may arise from its or its
         nominee's own negligent action, negligent failure to act or willful
         misconduct ("Liability") then in such event property equal in value to
         not more than 125% of such Advance and accrued interest on the Advance
         or the anticipated amount of such Liability, held at any time for the
         account of the appropriate Portfolio by the Custodian or sub-custodian
         may be held as security for such Liability or for such Advance and
         accrued interest on the Advance. The Custodian shall designate the
         security or securities constituting security for an Advance or
         Liability (the "Designated Securities") by notice in writing to the
         Fund (which may be sent by tested telefax or telex). In the event the
         value of the Designated Securities shall decline to less than 110% of
         the amount of such Advance and accrued interest on the Advance or the
         anticipated amount of such Liability, then the Custodian may designate
         in the same manner an additional security for such obligation
         ("Additional Securities"), but the aggregate value of the Designated
         Securities and Additional Securities shall not be in excess of 125% of
         the amount of such Advance and the accrued interest on the Advance or
         the anticipated amount of such Liability. At the request of the Fund,
         on behalf of a Portfolio, the Custodian shall agree to substitution of
         a security or securities which have a value equal to the value of the
         Designated or Additional Securities which the Fund desires be released
         from their status as security, and such release from status as security
         shall be effective upon the Custodian and the Fund agreeing in writing
         as to the identity of the substituted security or securities, which
         shall thereupon become Designated Securities.

         Notwithstanding the above, the Custodian shall, at the request of the
         Fund, on behalf of a Portfolio, immediately release from their status
         as security any or all of the Designated Securities or Additional
         Securities upon the Custodian's receipt from such Portfolio of cash or
         cash equivalents in an amount equal to 100% of the value of the
         Designated Securities or Additional Securities that the Fund desires to
         be released from their status as security pursuant to this Section. The
         applicable Portfolio shall reimburse or indemnify the Custodian in
         respect of a Liability and shall pay any Advances upon demand;
       provided, however, that the Custodian first notified the Fund on behalf

         of the Portfolio of such demand for repayment, reimbursement or
         indemnification. If, upon notification, the Portfolio shall fail to pay
         such Advance or interest when due or shall fail to reimburse or
         indemnify the Custodian promptly in respect of a Liability, the
         Custodian shall be entitled to dispose of the Designated Securities and
         Additional Securities to the extent necessary to obtain repayment,
         reimbursement or indemnification. Interest, dividends and other
         distributions paid or received on the Designated Securities and
         Additional Securities, other than payments of principal or payments
         upon retirement, redemption or repurchase, shall remain the property of
         the Portfolio, and shall not be subject to this Section. To the extent
         that the disposition of the Portfolio's property, designated as
         security for such Advance or Liability, results in an amount less than
         necessary to obtain repayment, reimbursement or indemnification, the
         Portfolio shall continue to be liable to the Custodian for the
         differences between the proceeds of the disposition of the Portfolio's
         property, designated as security for such Advance or Liability, and the
         amount of the repayment, reimbursement or indemnification due to the
         Custodian and the Custodian shall have the right to designate in the
         same manner described above an additional security for such obligation
         which shall constitute Additional Securities hereunder.

3.11     Monitoring Responsibilities. The Custodian shall furnish annually to
         the Fund, during the month of June, information concerning the foreign
         sub-custodians employed by the Custodian. Such information shall be
         similar in kind and scope to that furnished to the Fund in connection
         with the initial approval of this Contract. In addition, the Custodian
         will promptly inform the Fund in the event that the Custodian learns of
         a material adverse change in the financial condition of a foreign
         sub-custodian or any material loss of the assets of the Fund or, in the
         case of any foreign sub-custodian not the subject of an appropriate
         exemptive order from the Securities and Exchange Commission, is
         notified by such foreign sub-custodian that there appears to be a
         substantial likelihood that its shareholders' equity will decline below
         $200 million (U.S. dollars or the equivalent thereof) or that its
         shareholders' equity has declined below $200 million (in each case
         computed in accordance with generally accepted U.S. accounting
         principles).

3.12     Branches of U.S. Banks. (a) Except as otherwise set forth in this
         Contract, the provisions hereof shall not apply where the custody of a
         Portfolio's assets are maintained in a foreign branch of a banking
         institution which is a "bank" as defined by Section 2(a)(5) of the
         Investment Company Act of 1940 meeting the qualification set forth in
         Section 26(a) of said

         Act. The appointment of any such branch as a sub-custodian shall be
         governed by paragraph 1 of this Contract.

         (b) Cash held for each Portfolio of the Fund in the United Kingdom
         shall be maintained in an interest bearing account established for the
         Fund with the Custodian's London branch, which account shall be subject
         to the direction of the Custodian, State Street London Ltd. or both.

3.13     Foreign Exchange Transactions. (a) Upon receipt of Proper Instructions,
         the Custodian shall settle foreign exchange contracts or options to
         purchase and sell foreign currencies for spot and future delivery on
         behalf of and for the account of a Portfolio with such brokers, banks
         or trust companies other than the Custodian ("Currency Brokers") as the
         Fund may determine and direct pursuant to Proper Instructions or as the
         Custodian may select ("Transactions Other Than As Principal").

         (b) The Custodian shall not be obligated to enter into foreign exchange
         transactions as principal ("Transactions As Principal"). However, if
         the Custodian has made available to the Fund its services as a
         principal in foreign exchange transactions and subject to any separate
         agreement between the parties relating to such transactions, the
         Custodian shall enter into foreign exchange contracts or options to
         purchase and sell foreign currencies for spot and future delivery on
         behalf of and for the account of a Portfolio, with the Custodian as
         principal.

         (c) If, in a Transaction Other Than As Principal, a Currency Broker is
         selected by the Fund, on behalf of a Portfolio, the Custodian shall
         have no duty with respect to the selection of the Currency Broker, or,
         so long as the Custodian acts in accordance with Proper Instructions,
         for the failure of such Currency Broker to comply with the terms of any
         contract or option. If, in a Transaction Other Than As Principal, the
         Currency Broker is selected by the Custodian or if the Custodian enters
         into a Transaction As Principal, the Custodian shall be responsible for
         the selection of the Currency Broker and the failure of such Currency
         Broker to comply with the terms of any contract or option.

         (d) In Transactions Other Than As Principal and Transactions As
         Principal, the Custodian shall be responsible for any transfer of cash,
         the transmission of instructions to and from a Currency Broker, if any,
         the safekeeping of all certificates and other documents and agreements
         evidencing or relating to such foreign exchange transactions and the
         maintenance of proper records as set forth in Section 9 of this
         Contract.

3.14     Tax Law.  Except to the extent that imposition of any tax
         liability arises from State Street's failure to perform in

accordance with the terms of this Section 3.14 or from the failure of any sub-custodian to perform in accordance with the terms of the applicable subcustody agreement, State Street shall have no responsibility or liability for any obligations now or hereafter imposed on each Portfolio by the tax law of the domicile of each Portfolio or of any jurisdiction in which each Portfolio is invested or any political subdivision thereof. It shall be the responsibility of State Street to use due care to perform such steps as are required to collect any tax refund, to ascertain the appropriate rate of tax withholding and to provide such information and documents as may be required to enable each Portfolio to receive appropriate tax treatment under applicable tax laws and any applicable treaty provisions. Unless otherwise informed by each Portfolio, State Street, in performance of its duties under this Section, shall be entitled to apply categorical treatment of each Portfolio according to the nationality of each Portfolio, the particulars of its organization and other relevant details that shall be supplied by each Portfolio. State Street shall be entitled to rely on any information supplied by each Portfolio. State Street may engage reasonable professional advisors disclosed to each Portfolio by State Street, which may include attorneys, accountants or financial institutions in the regular business of investment administration and may rely upon advice received therefrom. It shall be the duty of each Portfolio to inform State Street of any change in the organization, domicile or other relevant fact concerning tax treatment of each Portfolio and further to inform State Street if each Portfolio is or becomes the beneficiary of any special ruling or treatment not applicable to the general nationality and category of entity of which each Portfolio is a part under general laws and treaty provisions.

4. Payments for Sales or Repurchases or Redemptions of the Fund Shares of the Fund

The Custodian shall receive from the distributor for the Shares or from the Transfer Agent of the Fund and deposit into the account of the appropriate Portfolio such payments as are received for Shares of that Portfolio issued or sold from time to time by the Fund. The Custodian will provide timely notification to the Fund on behalf of each such Portfolio and to the Transfer Agent of any receipt by the Custodian of payments for Shares of such Portfolio.

From such funds as may be available for the purpose but subject to the limitations of the Trust Instrument and any applicable votes of the Board of Trustees of the Fund pursuant thereto, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for

redemption or repurchase of their Shares. The Custodian will provide timely notification to the Fund on behalf of each such Portfolio and to the Transfer Agent of any disbursement by the Custodian of payments for Shares of such Portfolio. In connection with the redemption or repurchase of Shares of a Portfolio, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares of the Fund, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between the Fund and the Custodian.

5. Proper Instructions

Proper Instructions as used throughout this Contract means a writing signed or initialled by two or more persons as the Board of Trustees shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved, including a specific statement of the purpose for which such action is requested. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. Upon receipt of a certificate of the Secretary or an Assistant Secretary as to the authorization by the Board of Trustees of the Fund accompanied by a detailed description of procedures approved by the Board of Trustees, Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Fund and the Custodian are satisfied that such procedures afford adequate safeguards for the Portfolios' assets. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any three party agreement which requires a segregated asset account in accordance with Section 2.12.

6. Actions Permitted without Express Authority

The Custodian may in its discretion, without express authority from the Fund on behalf of each applicable Portfolio:

1) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Contract, provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio;

2) surrender securities in temporary form for securities in definitive form;

3) endorse for collection, in the name of the Portfolio, checks drafts and other negotiable instruments; and

4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the Board of Trustees of the Fund.

7. Evidence of Authority

The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the Fund. The Custodian may receive and accept a certified copy of a vote of the Board of Trustees of the Fund as conclusive evidence (a) of the authority of any person to act in accordance with such vote or (b) of any determination or of any action by the Board of Trustees pursuant to the Trust Instrument as described in such vote, and such vote may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary.

8. Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income

If, and to the extent requested by the Fund, the Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board of Trustees of the Fund to keep the books of account of each Portfolio and/or compute the net asset value per share of the outstanding shares of each Portfolio or, if directed in writing to do so by the Fund on behalf of the Portfolio, shall itself keep such books of account and/or compute such net asset value per share. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the Fund's currently effective prospectus related to such Portfolio and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of each Portfolio shall be made at the time or times described from time to time in the Fund's currently effective prospectus related to such Portfolio.

9. Records

The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Contract in such manner as will meet the obligations of the Fund under the Investment Company Act of 1940, with particular attention to Section 31 thereof and Rules

31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the Securities and Exchange Commission. The Custodian shall, at the Fund's request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations.

10. Opinion of Fund's Independent Accountant

The Custodian shall take all reasonable action, as the Fund on behalf of each applicable Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund's independent accountants with respect to its activities hereunder in connection with the preparation of the Fund's Form N-lA, and Form N-SAR or other annual reports to the Securities and Exchange Commission and with respect to any other requirements of such commission.

11. Reports to Fund by Independent Public Accountants

The Custodian shall provide the Fund, on behalf of each Portfolio at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a Securities System, relating to the services provided by the Custodian under this Contract; such reports shall be of sufficient scope and in sufficient detail as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

12. Compensation of Custodian

The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between the Fund on behalf of each applicable Portfolio and the Custodian.

13. Responsibility of Custodian

So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Contract and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any

futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Contract, but shall be kept indemnified by and shall be without liability to the Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice.

As a condition to the indemnification provided for in this Section 13, if in any case the indemnifying party is asked to indemnify and hold the indemnified party harmless, the indemnified party shall fully and promptly advise the indemnifying party of all pertinent facts concerning the situation in question, and shall use all reasonable care to identify, and promptly notify the indemnifying party of, any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party. The indemnifying party shall be entitled, at its own expense, to participate in the investigation and to be consulted as to the defense of any such claim, and in such event, the indemnified party shall keep the indemnifying party fully and currently informed of all developments relating to such investigation or defense. At any time, the indemnifying party shall be entitled at its own expense to conduct the defense of any such claim, provided that the indemnifying party: (a) reasonably demonstrates to the other party its ability to pay the full amount of potential liability in connection with such claim and
(b) first admits in writing to the other party that such claim is one in respect of which the indemnifying party is obligated to indemnify the other party hereunder. Upon satisfaction of the foregoing conditions, the indemnifying party shall take over complete defense of the claim, and the indemnified party shall initiate no further legal or other expenses for which it shall seek indemnification. The indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be asked to indemnify the indemnified party, except with the indemnifying party's prior written consent.

If the Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, the Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it.

14. Effective Period, Termination and Amendment

This Contract shall become effective as of its execution, shall continue in full force and effect with respect to each Portfolio until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than thirty (30) days after the date of such delivery or mailing; provided, however that the Custodian shall not with respect to a Portfolio act under Section 2.10 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees of the Fund has approved the use of a particular Securities System by such Portfolio as required by Rule 17f-4 under the Investment Company Act of 1940, as amended and that the Custodian shall not with respect to a Portfolio act under Section 2.11 hereof in the absence of receipt of an initial certificate of the Secretary or an Assistant Secretary that the Board of Trustees has approved the initial use- of the Direct Paper System by such Portfolio and the receipt of an annual certificate of the Secretary or an Assistant Secretary that the Board of Trustees has reviewed the use by such Portfolio of the Direct Paper System; provided further, however, that the Fund shall not amend or terminate this Contract in contravention of any applicable federal or state regulations, or any provision of the Trust Instrument, and further provided, that the Fund on behalf of one or more of the Portfolios may at any time by action of its Board of Trustees (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Contract in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction.

Upon termination of the Contract, the Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements. Termination of the Contract with respect to one Portfolio (but less than all of the Portfolios) will not constitute termination of the Contract, and the terms of the Contract continue to apply to the other Portfolios.

15. Successor Custodian

If a successor custodian for the Fund, of one or more of the Portfolios shall be appointed by the Board of Trustees of the Fund, the Custodian shall, upon termination, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System.

If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a certified copy of a vote of the Board of Trustees of the Fund, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such vote.

In the event that no written order designating a successor custodian or certified copy of a vote of the Board of Trustees shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the Investment Company Act of 1940, doing business in Boston, Massachusetts, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Contract on behalf of each applicable Portfolio and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Contract.

In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof owing to failure of the Fund to procure the certified copy of the vote referred to or of the Board of Trustees to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Contract relating to the duties and obligations of the Custodian shall remain in full force and effect.

16. Interpretive and Additional Provisions

In connection with the operation of this Contract, the Custodian and the Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Contract as may in their joint opinion be consistent with the general tenor of this Contract. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Trust Instrument of the Fund. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Contract.

17. Additional Funds

In the event that the Fund establishes one or more series of Shares in addition to Balanced Portfolio, Growth Portfolio, Liquid Asset Portfolio, Limited Maturity Portfolio, Partners Portfolio, and Government Income Portfolio with respect to which it desires to have the Custodian render services as custodian under the terms hereof, it shall so notify the Custodian in writing, and if the Custodian agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

18. Massachusetts Law to Apply

This Contract shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

19. Limitation of Trustee, Officer and Shareholder Liability

It is expressly agreed that the obligations of the Fund and each Portfolio hereunder shall not be binding upon any of the Trustees, officers, agents or employees of the Fund or upon the shareholders of any Portfolio personally, but shall only bind the assets and property of the Fund, as provided in its Trust Instrument. The execution and delivery of this Contract have been authorized by the Trustees of the Fund, and this Contract has been executed and delivered by an authorized officer of the Fund acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Fund, as Provided in its Trust Instrument.

20. No Liability of Other Portfolios

Notwithstanding any other provision of this Contract, the parties agree that the assets and liabilities of each Portfolio are separate and distinct from the assets and liabilities of each other Portfolio and that no Portfolio shall be liable or shall be charged for any debt, obligation or liability of any other Portfolio, whether arising under this Contract or otherwise.

21. Confidentiality

The Custodian agrees that all books, records, information and data pertaining to the business of the Fund which are exchanged or received pursuant to the negotiation or carrying out of this Contract shall remain confidential, shall not be voluntarily disclosed to any other person, except as may be required by law, and shall not be used by the Custodian for any purpose not directly related to the business of the Fund, except with the Fund's written consent.

22. Assignment

Neither the Fund nor the Custodian shall have the right to assign any of its rights or obligations under this Contract without the prior written consent of the other party.

23. Severability

If any provision of this Contract is held to be unenforceable as a matter of law, the other terms and provisions hereof shall not be affected thereby and shall remain in full force and effect.

24. Prior Contracts

This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund on behalf of each of the Portfolios, or any predecessor(s) thereto, and the Custodian relating to the custody of the Fund's assets.

25. Shareholder Communications Election

Securities and Exchange Commission Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund's name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian "no", the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund's protection, the Rule prohibits the requesting company from using the Fund's name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below.

YES [ ] The Custodian is authorized to release the Fund's name, address, and share positions.

NO [x] The Custodian is not authorized to release the Fund's name, address, and share positions.

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of May 1, 1995.

ATTEST                              NEUBERGER & BERMAN ADVISERS
                                    MANAGEMENT TRUST


__________________________          By ________________________________




ATTEST                              STATE STREET BANK AND TRUST COMPANY


__________________________          By ________________________________
                                    Executive Vice President

SCHEDULE A
NEUBERGER & BERMAN ADVISERS MANAGEMENT TRUST

The following foreign banking institutions and foreign securities depositories have been approved by the boards of trustees of the above-mentioned trusts for use by the indicated series of the trust as sub-custodians for the securities and other assets:

Westpac Banking Corp. (Austraclear Ltd. and Reserve Bank Information and Transfer System) (Australia)

GiroCredit Bank Aktiengesellschaft der Sparkassen (OEKB) (Austria)

Generale Bank (Banque Nationale de Belgique) (C.I.K.) (Belgium)

Canada Trustco Mortgage Company (CDS) (Canada)

Den Danske Bank (VP-Centralen) (Denmark)

Kansallis-Osake-Pankki (Central Share Register) (Finland)

Banque Paribas (SICOVAM and Banque de France) (France)

Berliner Handels-und Frankfurter Bank (Kassenverein) (Germany)

Standard Chartered Bank, Hong Kong (CCASS) (Hong Kong)

Bank of Ireland (Central Bank of Ireland and GSO) (Ireland)

Morgan Guaranty Trust Company (Banca d'Italia and Monte Titoli S.p.A.) (Italy)

Sumitomo Trust & Banking Company (Bank of Japan) (Japan)

Euroclear (Luxembourg)

Euroclear (Malaysia)

Citibank, N.A.-Mexico (Banco de Mexico and INDEVAL) (Mexico)

MeesPierson N.V. (NECIGEF) (The Netherlands)

ANZ Banking Group (NZ) Ltd. (Austraclear N.Z.) (New Zealand)

Christiania Bank Og Kreditkasse (VPS) (Norway)

Euroclear (Central de Valores Mobiliarios) (Portugal)

Euroclear (CDP) (Singapore)

A - 1

Banco Santander, S.A. (Banco de Espana and SCLV) (Spain)

Skandinaviska Enskilda Banken (VPC) (Sweden)

Union Bank of Switzerland (SEA) (Switzerland)

State Street London Limited (The Central Gilts Office and The Central Moneymarkets Office) (United Kingdom)

NEUBERGER & BERMAN ADVISERS
MANAGEMENT TRUST

Name:

Date: May 1, 1995

A - 2

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
CUSTODIAN CONTRACT

SCHEDULE A

SERIES

Balanced Portfolio

Fasciano Portfolio

Growth Portfolio

Guardian Portfolio

Lehman Brothers High Income Bond Portfolio

International Portfolio

International Large Cap Portfolio

Lehman Brothers Short Duration Bond Portfolio

Mid-Cap Growth Portfolio

Partners Portfolio

Real Estate Portfolio

Regency Portfolio

Socially Responsive Portfolio

Exhibit (g)(2)

AMENDMENT TO CUSTODIAN CONTRACT

This Amendment to the Custodian Contract is made effective as of July 1, 2001 by and between Neuberger Berman Advisers Management Trust (the "Fund") and State Street Bank and Trust Company (the "Custodian"). Capitalized terms used in this Amendment without definition shall have the respective meanings given to such terms in the Custodian Contract referred to below.

WHEREAS, the Fund and the Custodian entered into a Custodian Contract dated as of May 1, 1995 (as amended and in effect from time to time, the "Contract");

WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets, and the Fund has ten (10) series, Balanced Portfolio, Growth Portfolio, Guardian Portfolio, International Portfolio, Limited Maturity Bond Portfolio, Liquid Asset Portfolio, Mid-Cap Growth Portfolio, Partners Portfolio, Regency Portfolio and Socially Responsive Portfolio subject to the Contract (each such series, together with all other series subsequently established by the Fund and made subject to the Contract in accordance with the terms thereof, shall be referred to as a "Portfolio", and, collectively, the "Portfolios");

WHEREAS, the Fund and the Custodian desire to amend certain provisions of the Contract to reflect revisions to Rule 17f-5 ("Rule 17f-5") and the adoption of Rule 17f-7 ("Rule 17f-7") promulgated under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Fund and the Custodian desire to amend and restate certain other provisions of the Contract relating to the custody of assets of each of the. Portfolios held outside of the United States.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter contained, the parties hereby agree to amend the Contract, pursuant to the terms thereof, as follows:

I. The amendment to the Contract, relating to maintenance of the Fund's assets in the custody of certain foreign sub-custodians, dated May 18, 1989 is hereby deleted.

II. Article 3 of the. Contract is hereby deleted, and Articles 4 through 25 of the Contract are hereby renumbered, as of the effective date of this Amendment, as Articles 5 through 27, respectively.

III. New Articles 3 and. 4 of the Contract are hereby added, as of the effective date of this Amendment, as set forth below.

3. Provisions Relating to Rules 17f-5 and 17f-7

3.1. Definitions. Capitalized. terms in this Amendment shall have the following meanings:

"Country Risk" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country's political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country; provided however, country risk shall not include the custody or settlement practices and procedures of an Eligible Foreign Custodian selected by the Foreign Custody Manager that are not prevailing practices in the country in which the Foreign Assets are held:

"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned direct or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the U.S. Securities and Exchange Commission (the "SEC")), or a foreign branch of a Bank (as defined in
Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

"Eligible Securities Depository has the meaning set forth in section
(b)(1) of Rule 17f-7.

"Foreign Assets" means any of the Portfolios' investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios' transactions in such investments.

"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule 17f-5.

3.2. The Custodian as Foreign Custody Manager.

3.2.1 Delegation to the Custodian as Foreign Custody Manager. The Fund, by resolution adopted by the Board of Trustees (the "Board"), hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager With respect to the Portfolios.

3.2.2 Countries Covered. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the

countries and custody arrangements for each such country listed on Schedule A to this Contract, which list of countries may be amended from time to time by the Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which ligtof Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board on behalf of the Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Amendment by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A in which the Custodian has previously placed or currently maintains Foreign Assets pursuant to the terms of the Contract. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of the Portfolios to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall use commercially reasonable efforts to effect closing such account and to cease to be the Foreign Custody Manager of the Portfolios with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Sixty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian's acceptance of delegation is withdrawn; provided that such withdrawal shall have no effect on the liability of the Foreign Custody Manager for its acts and omissions prior to such withdrawal.

3.2.3 Scope of Delegated Responsibilities:

(a) Selection of Eligible Foreign Custodians. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will

be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1)).

(b) Contracts With Eligible Foreign Custodians. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

(c) Monitoring. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor, in accordance With the requirements of Rule 17f-5(c)(3), (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the performance of the contract governing the custody arrangements established by the Foreign Custody Manager with the. Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder.

3.2.4 Guidelines for the Exercise of Delegated Authority. For ptirposes of this. Section 3.2, the Foreign Custody Manager shall not be responsible for such Country Risk as is incurred by placing. and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios.

3.2.5 Reporting Requirements. The Foreign Custody Manager shall report to the Board the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Fund's duly-authorized investment adviser an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred: The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change as required by Section (b)(2) of Rule 17f-5.

3.2.6 Standard of Care as Foreign Custody Manager of a Portfolio. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

3.2.7 Representations with Respect to Rule 17f-5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Contract to the Custodian as the Foreign Custody Manager of

the Portfolios.

3.2.8 Effective Date and Termination of the Custodian as Foreign Custody Manager. The Board's delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective sixty (60) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

3.3 Eligible Securities Depositories.

3.3.1 Analysis and Monitoring. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager, investment adviser or other delegate) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

3.3.2 Standard of Care. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

4. Duties of the Custodian with Respect to Property of the Portfolios Held Outside the United States.

4.1 Definitions. Capitalized terms in this Article 4 shall have the following meanings:

"Foreign Securities. System" means an Eligible Securities Depository listed on Schedule B hereto.

"Foreign Sub-Custodian" means a foreign banking institution serving as an Eligible Foreign Custodian.

4.2. Holding Securities. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any. Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of a Portfolio which are maintained in such account shall identify those securities .as belonging to such Portfolio and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-

Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

4.3. Foreign Securities Systems. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country.

4.4. Transactions in Foreign Custody Account.

4.4.1. Delivery of Foreign Assets. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i) upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

(ii) in connection with any repurchase agreement related to foreign securities;

(iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

(iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

(v) to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign (Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment far such securities except as may arise from the Foreign Sub-Custodian's own negligence or willful misconduct;

(vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the. issuer of such securities, or pursuant to provisions for conversion

contained in such securities, or pursuant to any deposit agreement;

(viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

(ix) for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios;

(x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(xi) in connection with the lending of foreign securities; and

(xii) for any other purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be. made.

4.4.2. Payment of Portfolio Monies. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

(i) upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

(ii) in connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

(iii) for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Contract, legal fees, accounting fees, and other operating expenses;

(iv) for the purchase or sale. of foreign exchange or foreign exchange contracts for the. Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians;

(v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(vi) for payment of part or all of the dividends received in respect of securities sold short;

(vii) in connection with the borrowing or lending of foreign securities; and

(viii) for any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

4.4.3. Market Conditions. Notwithstanding any provision of this Contract to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

The Custodian shall provide to the Board or its duly-authorized designee the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in the Board or its duly-authorized designee being provided with substantively less information than had been previously provided hereunder.

4.5. Registration of Foreign Securities. The foreign securities maintained in the custody of a Foreign Sub-Custodian (Other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Contract unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

4.6 Bank Accounts. The Custodian shall identify on its books as belonging to the Fund (on behalf of the applicable Portfolio) cash (including cash denominated in foreign currencies) deposited with the Custodian, Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the hooks of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian in accordance with the provisions of this Amendment. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian

(including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

4.7. Collection of income. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures.

4.8 Shareholder Rights. With respect to the foreign securities held pursuant to this Article 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

4.9. Communications Relating to Foreign Securities. The Custodian shall transmit promptly to the Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations.of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to: the Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the. party (or its agents) making the tender or exchange offer. The Custodian shall net be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolio's at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession or control of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power.

4.10. Liability of Foreign Sub-Custodians.

Each agreement pursuant to which the Custodian, acting solely in its capacity as custodian, employs a Foreign Sub-Custodian shall require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties and, to the extent possible, to indemnify and hold harmless the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At the Fund's election, the Portfolios shall be entitled to be subrogated to the tights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost,

expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

4.11. Tax Law.

The Custodian, as custodian, shall have no responsibility or liability for any obligations now or hereafter imposed on the Fund, the Portfolios or the Custodian as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of the Fund to notify the Custodian of the. obligations imposed on the Fund with respect to the Portfolios or the Custodian as custodian of the Portfolios.by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of the Custodian with regard to such tax law shall be to use reasonable efforts to assist the Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.

4.12. Liability of Custodian.

Except as may arise from the Custodian's own negligence or willful misconduct or the negligence or willful misconduct of a Sub-Custodian, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk,

The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Contract and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism or any other loss where the sub-custodian has otherwise acted with reasonable care.

IV. Except as specifically superseded or modified herein, the terms and provisions of the Contract shall continue to apply with full force and effect. In the event of any conflict between the terms of the Contract prior to this Amendment and this Amendment, the terms of this Amendment shall prevail. If the Custodian is delegated the responsibilities of Foreign Custody Manager pursuant to the terms of Article 3 hereof, in the. event of any conflict between the provisions of Articles 3 and 4 hereof, the provisions of Article 3 shall prevail.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be executed in its name and behalf by its duly authorized representative as of the date first above written.

WITNESSED By:                               STATE STREET BANK and TRUST COMPANY



/s/ Raelene S. LaPlante                By:  /s/ Joseph L. Hooley
-----------------------                     -----------------------
Raelene S. LaPlante                         Name:  Joseph L. Hooley
Vice President                              Title: Executive Vice President

                                            NEUBERGER BERMAN

WITNESSED BY:                               ADVISERS MANAGEMENT TRUST



/s/ Andrew B. Allard                   By:  /s/ Richard Russell
--------------------                        -------------------

* Name: Andrew B. Allard Name: Richard Russell
[Title] Associate Counsel Title: Principal Financial Officer

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country                     Subcustodian
-------                     ------------

Argentina                   Citibank, N.A.


Australia                   Westpac Banking Corporation


Austria                     Erste Bank der Osterreichischen
                            Sparkassen AG


Bahrain                     HSBC Bank Middle East
                            (as delegate of The Hongkong and
                            Shanghai Banking Corporation Limited)


Bangladesh                  Standard Chartered Bank


Belgium                     Fortis Bank nv-sa


Bermuda                     The Bank of Bermuda Limited


Bolivia                     Citibank, N.A.


Botswana                    Barclays Bank of Botswana Limited


Brazil                      Citibank, N.A.


Bulgaria                    ING Bank N.V.


Canada                      State Street Trust Company Canada


Chile                       BankBoston, N.A.


People's Republic           The Hongkong and Shanghai
of China                    Banking Corporation Limited,
                            Shanghai and Shenzhen branches

Colombia                    Cititrust Colombia S.A. Sociedad Fiduciaria

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country                     Subcustodian
-------                     ------------

Costa Rica                  Banco BCT S.A.

Croatia                     Privredna Banka Zagreb d.d.

Cyprus                      The Cyprus Popular Bank Ltd.

Czech Republic              Ceskoslovenski Obchodni
                            Banks, A.S.

Denmark                     Danske Bank A/S

Ecuador                     Citibank, N.A.

Egypt                       Egyptian British Bank S.A.E.
                            (as delegate of The Hongkong and
                            Shanghai Banking Corporation Limited)

Estonia                     Hansabank

Finland                     Merita Bank Plc.

France                      BNP Paribas, S.A.

Germany                     Dresdner Bank AG

Ghana                       Barclays Bank of Ghana Limited

Greece                      National Bank of Greece S.A.


Hong Kong                   Standard Chartered Bank


Hungary                     Citibank Rt.


Iceland                     Icebank Ltd.

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country                     Subcustodian
-------                     ------------

India                       Deutsche Bank AG

                            The Hongkong and Shanghai
                            Banking Corporation Limited

Indonesia                   Standard Chartered Bank

Ireland                     Bank of Ireland

Israel                      Bank Hapoalim B.M.

Italy                       BNP Paribas, Italian Branch

Ivory Coast                 Societe Generale de Banquets
                            en Cote d'Ivoire

Jamaica                     Scotiabank Jamaica Trust and Merchant
                            Bank Ltd.

Japan                       The Fuji Bank, Limited

                            The Sumitomo Bank, Limited

Jordan                      HSBC Bank Middle East
                            (as delegate of The Hongkong and
                            Shanghai Banking Corporation Limited)

Kazakhstan                  HSBC Bank Kazakhstan

Kenya                       Barclays Bank of Kenya Limited

Republic of Korea           The Hongkong and Shanghai Banking
                            Corporation Limited

Latvia                      A/s Hansabanka

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country                     Subcustodian
-------                     ------------

Lebanon                     HSBC Bank Middle East
                            (as delegate of The Hongkong and
                            Shanghai Banking Corporation Limited)

Lithuania                   Vilniaus Bankas AB

Malaysia                    Standard Chartered Bank Malaysia Berhad

Mauritius                   The Hongkong and Shanghai
                            Banking Corporation Limited

Mexico                      Citibank Mexico, S.A.

Morocco                     Banque Commerciale du Maroc

Namibia                     Standard Bank Namibia Limited

Netherlands                 Fortis Bank (Nederland) N.V.

New Zealand                 ANZ Banking Group (New Zealand) Limited

Nigeria                     Stanbic Merchant Bank Nigeria Limited

Norway                      Christiania Bank og Kreditkasse ASA

Oman                        HSBC Bank Middle East
                            (as delegate of The Hongkong and
                            Shanghai Banking Corporation Limited)

Pakistan                    Deutsche Bank AG

Palestine                   HSBC Bank Middle East
                            (as delegate of The Hongkong and
                            Shanghai Banking Corporation Limited)

Panama                      BankBoston, N.A.

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country                     Subcustodian
-------                     ------------

Peru                        Citibank, N.A.

Philippines                 Standard Chartered Bank

Poland                      Bank Handlowy w Warszawie S.A.

Portugal                    Banco Comercial Portugues

Qatar                       HSBC Bank Middle East
                            (as delegate of The Hongkong and
                            Shanghai Banking Corporation Limited)

Romania                     ING Bank N.V.

Russia                      Credit Suisse First Boston AO - Moscow
                            (as delegate of Credit Suisse
                            First Boston - Zurich)

Singapore                   The Development Bank of Singapore Limited

Slovak Republic             Ceskoslovenska Obchodni Banka, A.S.

Slovenia                    Bank Austria Creditanstalt d.d. - Ljubljana

South Africa                Standard Bank of South Africa Limited

Spain                       Banco Santander Central Hispano S.A.

Sri Lanka                   The Hongkong and Shanghai
                            Banking Corporation Limited

Swaziland                   Standard Bank Swaziland Limited

Sweden                      Skandinaviska Enskilda Banken

SCHEDULE A

STATE STREET
GLOBAL CUSTODY NETWORK
SUBCUSTODIANS

Country                     Subcustodian
-------                     ------------

Switzerland                 UBS AG

Taiwan - R.O.C.             Central Trust of China

Thailand                    Standard Chartered Bank

Trinidad & Tobago           Republic Bank Limited

Tunisia                     Banque Internationale Arabe de Tunisie

Turkey                      Citibank, N.A.

Ukraine                     ING Bank Ukraine

United Kingdom              State Street Bank and Trust Company,
                            London Branch

Uruguay                     BankBoston, N.A.

Venezuela                   Citibank, N.A.

Vietnam                     The Hongkong and Shanghai
                            Banking Corporation Limited

Zambia                      Barclays Bank of Zambia Limited

Zimbabwe                    Barclays Bank of Zimbabwe Limited

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS

Country                     Depositories
-------                     ------------

Argentina                   Caja de Valores S.A.

Australia                   Austraclear Limited

                            Reserve Bank Information and
                            Transfer System

Austria                     Oesterreichische Kontrollbank AG
                            (Wertpapiersammelbank Division)

Belgium                     Caisse Interprofessionnelle de Depots et
                            de Virements de Titres, S.A.

                            Banque Nationale de Belgique

Brazil                      Companhia Brasileira de Liquidacao e Custodia

                            Sistema Especial de Liquidacao e de Costodia (SELIC)

                            Central de Custodia e de Liquidacao Financeira de
                            Titulos Privados (CETIP)

Bulgaria                    Central Depository AD

                            Bulgarian National Bank

Canada                      Canadian Depository for Securities Limited

Chile                       Deposito Central de Valores S.A.

People's Republic           Shanghai Securities Central Clearing &
of China                    Registration Corporation

                            Shenzhen Securities Central Clearing Co., Ltd.

Colombia                    Depesito Centralizado de Valores

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS

Country                     Depositories
-------                     ------------

Costa Rica                  Central de Valores S.A.

Croatia                     Ministry of Finance

                            National Bank of Croatia

                            Sredisnja Depozitarna Agencija d.d.

Czech Republic              Stredisko cennych papfru

                            Czech National Bank

Denmark                     Vaerdipapircentralen (Danish Securities Center)

Egypt                       Misr for Clearing, Settlement, and Depository

Estonia                     Eesti Vaartpaberite Keskdepositoorium

Finland                     Finnish Central Securities Depository

France                      Euroclear France

Germany                     ClearStream Banking AG, Frankfurt

Greece                      Bank of Greece,
                            System for Monitoring Transactions in
                            Securities in Book-Entry Form

                            Apothetirion Titlon AE -
                            Central Securities Depository

Hong Kong                   Central Clearing and Settlement System

                            Central Moneymarkets Unit

Hungary                     Kozponti Elszamolohaz es Ertektar
                            (Budapest) Rt. (KELER)

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS

Country                     Depositories
-------                     ------------

India                       National Securities Depository Limited

                            Central Depository Services India Limited

                            Reserve Bank of India

Indonesia                   Bank Indonesia

                            PT Kustodian Sentral Efek Indonesia

Israel                      Tel Aviv Stock Exchange Clearing
                            House Ltd. (TASE Clearinghouse)

Italy                       Monte Titoli S.p.A.

Ivory Coast                 Depositaire Central -- Banque de Reglement.

Jamaica                     Jamaica Central Securities Depository

Japan                       Japan Securities Depository Center (JASDEC)
                            Bank of Japan Net System

Kazakhstan                  Central Depository of Securities

Kenya                       Central Bank of Kenya

Republic of Korea           Korea Securities Depository

Latvia                      Latvian Central Depository

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS

Country                     Depositories
-------                     ------------

Lebanon                     Custodian and Clearing Center of
                            Financial Instruments for Lebanon
                            and the Middle East (Midckat) S.A.L.

                            Banque du Liban

Lithuania                   Central Securities Depository of Lithuania

Malaysia                    Malaysian Central Depository Sdn. Bhd.

                            Bank Negara Malaysia,
                            Scripless Securities Trading and Safekeeping System

Mauritius                   Central Depository and Settlement Co. Ltd.

                            Bank of Mauritius

Mexico                      S.D. INDEVAL
                            (Instituto para el Deposito de Valores)

Morocco                     Maroclear

Netherlands                 Nederlands Centraal Instituut voor
                            Giraal Effectenverkeer B.V. (NECIGEF)

New Zealand                 New Zealand Central Securities
                            Depository Limited

Nigeria                     Central Securities Clearing System Limited

Norway                      Verdipapirsentralen (Norwegian Central
                            Securities Depository)

Oman                        Muscat Depository & Securities
                            Registration Company, SAOC

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS

Country                     Depositories
-------                     ------------

Pakistan                    Central Depository Company of Pakistan Limited

                            State Bank of Pakistan

Palestine                   Clearing Depository and Settlement, a department
                            of the Palestine Stock Exchange

Peru                        Caja de Valores y Liquidaciones, Institucion de
                            Compensacion y Liquidacion de Valores S.A.

Philippines                 Philippine Central Depository, Inc.

                            Registry of Scripless Securities
                            (ROSS) of the Bureau of Treasury

Poland                      National Depository of Securities
                            (Krajowy Depozyt Papierow Wartosciowych SA)

                            Central Treasury Bills Registrar

Portugal                    Central de Valores Mobiliarios

Qatar                       Central Clearing and Registration (CCR), a
                            department of the Doha Securities Market

Romania                     National Securities Clearing, Settlement and
                            Depository Company

                            Bucharest Stock Exchange Registry Division

                            National Bank of Romania

Singapore                   Central Depository (Pte) Limited

                            Monetary Authority of Singapore

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS

Country                     Depositories
-------                     ------------

Slovak Republic             Stredisko cennych papierov

                            National Bank of Slovakia

Slovenia                    Klirinsko Depotna Druzba d.d.

South Africa                Central Depository Limited

                            Share Transactions Totally Electronic
                            (STRATE) Ltd.

Spain                       Servicio de Compensation y
                            Liquidacion de Valores, S.A.

                            Banco do Espania, Central de Anotaciones en Cuenta


Sri Lanka                   Central Depository System (Pvt) Limited


Sweden                      Vardepapperscentralen VPC AB
                            (Swedish Central Securities Depository)


Switzerland                 SegaIntersettle AG (SIS)


Taiwan - R.O.C.             Taiwan Securities Central Depository Co., Ltd.


Thailand                    Thailand Securities Depository Company Limited


Tunisia                     Societe Tunisienne Interprofessionelle pour la
                            Compensation et de Depots des Valeurs Mobilieres

Turkey                      Takas ve Saklama Bankasi A.S. (TAKASBANK)

Central Bank of Turkey

SCHEDULE B

STATE STREET
GLOBAL CUSTODY NETWORK
DEPOSITORIES OPERATING IN NETWORK MARKETS

Country                     Depositories
-------                     ------------

Ukraine                     National Bank of Ukraine

United Kingdom              Central Gilts Office and
                            Central Moneymarkets Office

Venezuela                   Banco Central de Venezuela

Zambia                      LuSE Central Shares Depository Limited

                            Bank of Zambia

TRANSNATIONAL

Euroclear

Clearstream Banking AG

SCHEDULE C

MARKET INFORMATION

Publication/Type of Information         Brief Description
-------------------------------         -----------------
(scheduled frequency)

The Guide to Custody in World Markets   An overview of settlement and safekeep-
(hardcopy annually and regular          ing procedures, custody practices and
website updates)                        foreign investor considerations for the
                                        markets in which State Street offers
                                        custodial services.

Global Custody Network Review           Information  relating  to  Foreign  Sub-
(annually)                              Custodians  in  State  Street's   Global
                                        Custody Network. The Review stands as an
                                        integral  part  of  the  materials  that
                                        State Street provides to its U.S. mutual
                                        fund clients to assist them in complying
                                        with SEC Rule  17f-5,  The  Review  also
                                        gives insight into State Street's market
                                        expansion   and  Foreign   Sub-Custodian
                                        selection  processes,  as  well  as  the
                                        procedures  and controls used to monitor
                                        the financial  condition and performance
                                        of our Foreign Sub-Custodian banks.

Securities Depository Review            Custody  risk  analyses  of the  Foreign
(annually)                              Securities    Depositories     presently
                                        operating  in  Network   markets.   This
                                        publication  is an integral  part of the
                                        materials that State Street  provides to
                                        its U.S.  mutual  fund  clients  to meet
                                        informational obligations created by SEC
                                        Rule 17f-7.

Global Legal Survey                     With  respect to  each  market in  which
(annually)                              State Street offers custodial  services,
                                        opinions  relating to whether  local law
                                        restricts   (i)   access   of  a  fund's
                                        independent  public accountants to books
                                        and  records of a Foreign  Sub-Custodian
                                        or  Foreign  Securities  System,  (ii) a
                                        fund's  ability  to recover in the event
                                        of bankruptcy or insolvency of a Foreign
                                        Sub-Custodian   or  Foreign   Securities
                                        System,   (iii)  a   fund's ability   to
                                        recover  in the  event  of a  loss  by a
                                        Foreign    Sub-Custodian   or   Foreign.
                                        Securities  System, and (iv) the ability
                                        of a foreign  investor to  cenvert  cash
                                        and cash equivalents to U.S. dollars.

Subcustodian Agreement                  Copies  of  the  contracts  that   State
(annually)                              Street  has   entered   into  with  each
                                        Foreign   Sub-Custodian  that  maintains
                                        U.S.  mutual  fund assets in the markets
                                        in which State Street  offers  custodial
                                        services.

Global Market Bulletin                  Information on  changing  settlement and
(daily or as necessary)                 custody  conditions  in  markets   where
                                        State Street offers custodial  services.
                                        Includes   changes  in  market  and  tax
                                        regulations,   depository  developments,
                                        dematerialization  information,  as well
                                        as other market  changes that may impact
                                        State Street's clients.

Foreign Custody Advisories              For  those  markets  where  State Street
(as necessary)                          offers  custodial  services that exhibit
                                        special    risks   or    infrastructures
                                        impacting  custody,  State Street issues
                                        market  advisories  to  highlight  those
                                        unique market factors which might impact
                                        our ability to offer recognized  custody
                                        service levels.

Material Change Notices                 Informational  letters and  accompanying
(presently on a quarterly               materials   confirming   State  Street's
basis or as otherwise necessary)        foreign custody arrangements,  including

a summary of material changes with Foreign Sub-Custodians that have occurred during the previous quarter.

The notices also identify any material
changes in the custodial risks
associated with maintaining assets with
Foreign Securities Depositories.

Exhibit (g)(3)

STATE STREET BANK AND TRUST COMPANY

Custodian Fee Schedule

NEUBERGER AND BERMAN FUND COMPLEX

Equity Managers Trust:

o Neuberger and Berman Focus Portfolio
o Neuberger and Berman Genesis Portfolio
o Neuberger and Berman Guardian Portfolio
o Neuberger and Berman Manhattan Portfolio
o Neuberger and Berman Partners Portfolio
o Neuberger and Berman Socially Responsive Portfolio

Income Managers Trust:

o Neuberger and Berman Cash Reserves Portfolio
o Neuberger and Berman Government Money Portfolio
o Neuberger and Berman Limited Maturity Bond Portfolio
o Neuberger and Berman Municipal Money Portfolio
o Neuberger and Berman Municipal Securities Portfolio
o Neuberger and Berman New York Insured Intermediate Portfolio
o Neuberger and Berman Ultra Short Bond

Advisers Managers Trust:

o AMT Balanced Investments
o AMT Government Income Investments
o AMT Growth Investments
o AMT International Investments
o AMT Limited Maturity Bond Investments
o AMT Liquid Asset Investments
o AMT Partners Investments

I. ADMINISTRATION

Custody, Portfolio and Fund Accounting Service: Maintain custody of fund assets. Settle portfolio purchases and sales. Report buy and sell fails. Determine and collect portfolio income. Make cash disbursements and report cash transactions. Maintain investment ledgers, provide selected portfolio transactions, position and income reports. Maintain general ledger and capital stock accounts. Prepare daily trial balance. Calculate net asset value daily. Provide selected general ledger reports. Securities yield or market value quotations will be provided to State Street by sources authorized by the funds.

The administration fee shown below is an annual charge, billed and payable monthly, based on average monthly net assets.

ANNUAL FEE PER PORTFOLIO

                                            Custody, Portfolio
         Fund Net Assets                    and Fund Accounting
             $0 -  $20 million                       .075%
            $20 - $100 million                       .037%
           $100 - $200 million                       .028%
           $200 - $500 million                       .014%
           Over - $500 million                       .013%

II.      GLOBAL CUSTODY

These fees are divided into two categories: Transaction Charges and Holdings Charges which are calculated based on the following groups:

A.       Country Grouping

Group A   Group B    Group C        Group D      Group E        Group F
USA       Austria    Australia      Denmark      Indonesia      Argentina
          Canada     Belgium        Finland      Malaysia       Bangladesh
          Euroclear  Hong Kong      France       Philippines    Brazil
          Germany    Netherlands    Ireland      Portugal       Chile
          Japan      New Zealand    Italy        So. Korea      China
                     Singapore      Luxembourg   Spain          Colombia
                     Switzerland    Mexico       Sri Lanka      Czech Republic
                                    Norway       Sweden         Cyprus
                                    Thailand     Taiwan         Greece
                                    U.K.                        Hungary
                                                                India
                                                                Israel
                                                                Morocco
                                                                Pakistan
                                                                Peru
                                                                Poland
                                                                So. Africa
                                                                Turkey
                                                                Uruguay
                                                                Venezuela

B.       Transaction Charges

Group A                  Group B    Group C    Group D    Group E    Group F
State Street Bank
Repos or Euros - $7.00
                         $25        $50        $60          $70       $160
DTC or Fed Book Entry
 - $12.00
All Other - $25.00

C.       Holdings Charges

Group A                  Group B    Group C    Group D    Group E    Group F
1.5                      5.0        6.0        10.0       25.0       40.0

III.     Portfolio Trades - For Each Line Item Processed

State Street Bank Repos                                      $ 7.00

DTC of Fed Book Entry                                        $12.00

New York Physical Settlements                                $25.00

Maturity Collection (NY Physical Items Only)                 $ 8.00

All Other Trades                                             $16.00



IV.      Options

Option charge for each option written or closing
contract, per issue, per broker                              $25.00

Option expiration charge, per issue, per broker              $15.00

Option exercised charge, per issue, per broker               $15.00



V.       Lending of Securities

Deliver loaned securities versus cash collateral             $20.00

Deliver loaned securities versus securities
collateral                                                   $30.00

Receive/deliver additional cash collateral                   $ 6.00

Substitutions of securities collateral                       $30.00

Deliver cash collateral versus receipt
of loaned securities                                         $15.00

Deliver securities collateral versus receipt
of loaned securities                                         $25.00

Loan administration - mark-to-market per day per loan $ 3.00

VI.      Interest Rate Futures

Transactions - no security movement                          $ 8.00

VII.     Pricing Service

Monthly Quote Charge (based on average number of
positions in portfolio)                                      $ 6.00

VIII.  Holdings Charge

For each issue maintained - monthly charge                   $ 5.00

IX.      Principal Reduction Payments

Per Paydown                                                  $10.00

X.       Dividend/Interest Collection Charges

For items held at the request of traders over record
date in street form                                          $50.00

XI.      Spoke Configuration

Annual fee of $10,000 per each series in each Spoke Entity.

Spoke Entries:

Neuberger and Berman Equity Funds (except N & B International Fund) Neuberger and Berman Equity Trust
Neuberger and Berman Income Funds
Neuberger and Berman Advisers Management Trust Neuberger and Berman Equity Assets

XII. Special Services

Fees for activities of a non-recurring nature such as fund consolidations or reorganizations, extraordinary security shipments and the preparation of special reports will be subject to negotiation. Yield calculation and other special items will be negotiated separately.

XIII. Out-of-Pocket Expenses

A billing for the recovery of applicable out-of-pocket expenses will be made as of the end of each month. Out-of-pocket expenses include, but are not limited to the following:

o Wire charges relative to custodian functions $5.25 per wire in and $5.00 out)
o Postage and insurance
o Courier Service
o Duplicating
o Legal fees in jointly agreed upon situations
o Supplies related to fund records
o Rush transfer - $8.00 each
o Transfer fees
o Sub-custodian charges
o Price Waterhouse audit letter
o Federal Reserve fee for return check items over $2,500 - $4.25
o GNMA Transfer - $15 each

XIV. Payment and Earnings Credit

The above fees will be charged against the fund's custodian checking account five (5) days after the invoice is mailed to the fund's offices, contingent on fund approval.

An earnings credit of 75% of the 90 Day T-Bill rate will be applied for fund balances.

NEUBERGER & BERMAN                                STATE STREET BANK AND
FUND COMPLEX                                      TRUST

By:     /s/ Michael J. Weiner                      By:     /s/

Title:  Vice President,                            Title:  Vice President
        Neuberger&Berman Advisers
        Management Trust

Date:   7/31/96                                    Date:   7/31/96

Exhibit (h)(1)

TRANSFER AGENCY AND SERVICE AGREEMENT

BETWEEN

EACH OF THE ENTITIES LISTED ON SCHEDULE A

AND

STATE STREET BANK AND TRUST COMPANY

TABLE OF CONTENTS

                                                                            Page
                                                                            ----
1.  Terms of Appointment and Duties............................................1

2.  Financial Intermediaries and Third Party Administrators....................7

3.  Fees and Expenses..........................................................8

4.  Representations and Warranties of the Transfer Agent......................10

5.  Representations and Warranties of the Trust...............................10

6.  Wire Transfer Operating Guidelines........................................11

7.  Data Access and Proprietary Information...................................12

8.  Indemnification...........................................................15

9.  Standard of Care/Limitation of Liability..................................16

10. Confidentiality ..........................................................17

11. Inspection Rights.........................................................17

12. Assurance on Risk Management..............................................18

13. Covenants of the Trust and the Transfer Agent.............................18

14. Termination of Agreement..................................................19

15. Assignment and Third Party Beneficiaries..................................20

16. Subcontractors............................................................21

17. Miscellaneous.............................................................21

18. Additional Trusts/Funds...................................................23

19. Limitations of Liability of the Trustees and Shareholders.................23

Schedule A         Trusts and Funds
Schedule 1.2(f)    AML Delegation
Schedule 3.1       Fees and Expenses

TRANSFER AGENCY AND SERVICE AGREEMENT

THIS AGREEMENT made as of the 14th day of December, 2005, by and between each of the entities listed on Schedule A hereto and each being an entity of a type as set forth on Schedule A and organized under the laws of the state as set forth on Schedule A, each with place of business at 605 Third Avenue, New York, New York 10158-0180 and each of which is acting on its own behalf and on behalf of each of the funds listed under its name on Schedule A, but not jointly with any other entities listed on Schedule A (each such entity, together with its Funds (as defined below), shall be severally referred to as the "Trust") and State Street Bank and Trust Company, a Massachusetts trust company having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "Transfer Agent").

WITNESSETH:

WHEREAS, each Trust currently set forth on Schedule A is a statutory or business trust registered with the Securities and Exchange Commission as an investment company pursuant to the Investment Company Act of 1940, as amended ("1940 Act"); and

WHEREAS, each Trust currently set forth on Schedule A is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets (each such series, together with all other series subsequently established by the Trust and made subject to this Agreement in accordance with Section 18 being herein referred to severally as the Trust's "Funds"); and

WHEREAS, it is contemplated that additional Trusts and their Funds may become parties to this agreement by mutual consent of the parties hereto and by execution of a counterpart signature page to this Agreement; and

WHEREAS, the Trust on behalf of the Funds desires to appoint the Transfer Agent as its transfer agent, dividend disbursing agent, custodian of certain retirement plans and agent in connection with certain other activities, and the Transfer Agent desires to accept such appointment.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

1. Terms of Appointment and Duties

1.1 Transfer Agency Services. Subject to the terms and conditions set forth in this Agreement, the Trust, on behalf of the Funds, hereby employs and appoints the Transfer Agent to act as, and the Transfer Agent agrees to act as, its transfer agent for the Trust's authorized and issued shares of its beneficial interest ("Shares"), dividend disbursing agent, custodian of certain retirement plans and agent in connection with any accumulation, open-account or similar plan provided to the shareholders of each of the respective Funds of the Trust ("Shareholders") and set out in the currently effective prospectus and statement of additional information ("prospectus") of the Trust on behalf of the applicable Fund, including without limitation any periodic investment plan or periodic withdrawal program. In accordance with procedures established from time to time by agreement between the Trust on behalf of each of the Funds, as applicable, and the Transfer Agent, the Transfer Agent agrees that it will perform the following services:

(a) Establish each Shareholder's account in the Trust on the Transfer Agent's recordkeeping system and maintain such account for the benefit of such Shareholder;

(b) Receive for acceptance and process orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of the Trust authorized pursuant to the Trust Instrument of the Trust (the "Custodian");

(c) Pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account;

(d) Receive for acceptance and process redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian;

(e) In respect to items (a) through (d) above, the Transfer Agent may execute transactions directly with broker-dealers authorized by the Trust;

(f) At the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders;

(g) Effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions;

(h) Prepare and transmit payments for dividends and distributions declared by the Trust on behalf of the applicable Fund;

(i) Issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Transfer Agent of indemnification satisfactory to the Transfer Agent and protecting the Transfer Agent and the Trust, and the Transfer Agent at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity;

(j) Issue replacement checks and place stop orders on original checks based on Shareholder's representation that a check was not received or was lost;

(k) Maintain records of account for and advise the Trust and its Shareholders as to the foregoing; and

(1) Record the issuance of Shares of the Trust and maintain pursuant to SEC Rule 17Ad-10(e) a record of the total number of Shares of the Trust which are authorized, based upon data provided to it by the Trust, and issued and outstanding. The Transfer Agent shall also provide the Trust on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of the Trust.

1.2 Additional Services. In addition to, and neither in lieu nor in contravention of, the services set forth in the above paragraph, the Transfer Agent shall perform the following services:

(a) Other Customary Services. Perform the customary services of a transfer agent, dividend disbursing agent, custodian of certain retirement plans and, as relevant, agent in connection with accumulation, open-account or similar plan (including without limitation any periodic investment plan or periodic withdrawal program), including but not limited to: maintaining all Shareholder accounts, Shareholder reports and prospectuses to current Shareholders, withholding taxes on U.S. resident and non-resident alien accounts, preparing and filing U.S. Treasury Department Forms 1099 and other appropriate forms required with respect to dividends and distributions by federal authorities for all Shareholders, preparing and mailing confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder accounts, preparing and mailing activity statements for Shareholders, and providing Shareholder account information;

(b) Control Book (also known as "Super Sheet"). Maintain a daily record and produce a daily report for the Trust of all transactions and receipts and disbursements of money and securities and deliver a copy of such report for the Trust for each business day to the Trust no later than 9:00 AM Eastern Time, or such earlier time as the Trust may reasonably require, on the next business day;

(c) "Blue Sky" Reporting. The Trust shall (i) identify to the Transfer Agent in writing those transactions and assets to be treated as exempt from blue sky reporting for each State and (ii) verify the establishment of transactions for each State on the system prior to activation and thereafter monitor the daily activity for each State. The responsibility of the Transfer Agent for the Trust's blue sky State registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Trust and providing a system which will enable the Trust to monitor the total number of Shares sold in each State;

(d) National Securities Clearing Corporation (the "NSCC"). (i) accept and effectuate the registration and maintenance of accounts through Networking and the purchase, redemption, transfer and exchange of shares in such accounts through Fund/SERV (Networking and Fund/SERV being programs operated by the NSCC on behalf of NSCC's participants, including the Trust), in accordance with, instructions transmitted to and received by the Transfer Agent by transmission from NSCC on behalf of broker- dealers and banks which have been established by, or in accordance with the instructions of authorized persons, as hereinafter defined on the dealer file maintained by the Transfer Agent; (ii) issue instructions to Trust's banks for the settlement of transactions between the Trust and NSCC (acting on behalf of its broker-dealer and bank participants); (iii) provide account and transaction information from the affected Trust's records on DST Systems, Inc. computer system TA2000 ("TA2000 System") in accordance with NSCC's Networking and Fund/SERV rules for those broker-dealers; and (iv) maintain Shareholder accounts on TA2000 System through Networking;

(e) New Procedures. New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Trust and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Trust or its agents and affiliates may perform these services on the Trust's behalf. As of the commencement of this Agreement, the parties agree that the Trust or its agent or affiliate, shall be responsible for performing the following services: (i) answering and responding to phone calls from Shareholders and advisors during certain hours and (ii) scanning of all street mail sent to the Trust address. With respect to the services to be performed by the Trust or by any Trust agent or affiliate, the Trust agrees that the Transfer Agent shall be relieved from all responsibility and liability for the services performed or to be performed by the Trust, its agents or affiliates and shall be indemnified and held harmless by the Trust against any liability arising therefrom to the same extent as provided for in Section 8 of this Agreement. The Trust and Transfer Agent may agree for the Transfer Agent to answer and respond to phone calls from Shareholders and advisors during certain hours.

(f) Anti-Money Laundering ("AML") Delegation. If the Trust elects to delegate to the Transfer Agent certain AML duties under this Agreement, the parties will agree to such duties and terms as stated in the attached schedule ("Schedule 1.2(f) entitled "AML Delegation") which may be changed from time to time subject to mutual written agreement between the parties. In consideration of the performance of the duties by the Transfer Agent pursuant to this Section 1.2(f), the Trust agrees to pay the Transfer Agent for the reasonable administrative expense that may be associated with such additional duties in the amount as the parties may from time to time agree in writing in accordance with Section 3 (Fees and Expenses) below.

1.3 Facsimile Communications.

(a) The Trust hereby authorizes and instructs the Transfer Agent, as transfer agent for the Trusts listed on Schedule A: (i) to accept facsimile transaction requests on behalf of individual Shareholders received from broker/dealers of record, third-party administrators ("TPAs") or the Trust; (ii) that the broker/dealers, TPAs and the Trust are duly authorized to initiate such transactions on behalf of the Shareholders; and (iii) that the original source documentation is in good order and the broker/dealers, TPAs or the Trust will retain such documentation.

1.4 Retirement Accounts. The Trust has developed certain Retirement Plan Programs pursuant to which the customers ("Employers") and individuals ("Participants") may adopt certain retirement plans ("Plan" or "Plans"). Retirement Plan Programs shall mean the Trust's standardized profit sharing plans, money purchase plans, 401(k) plans, 403(b)(7) plans and Traditional, Roth, SEP Individual Retirement Accounts (collectively "IRAs"). The Trust has developed and shall provide, plan documents for such Plans which are qualified under Sections 401(a), 401
(k), 408, 408A and 403(b) of the Internal Revenue Code of 1986 (the "Code"), as amended ("Trust Prototypes"). The Trust desires

to appoint the Transfer Agent as custodian or trustee of any Plan established by an Employer or Participant using the Trust Prototypes and the Transfer Agent desires to accept such appointment, provided however that such Plan is maintained on the Transfer Agent's systems pursuant to this Agreement. The parties agree as follows:

(a) As custodian or trustee of the Plans, the Transfer Agent will be designated as the owner, on the records of the Trust;

(b) Records of the custodian's or trustee's ownership of Shares of the Trust will be maintained by the Transfer Agent for such Shares in the name of the Transfer Agent as custodian or trustee (or its nominee) and no physical Shares will be issued.

(c) Under the terms of each Trust Prototype, the Transfer Agent as custodian or trustee has no investment responsibility for the selection of investments for a Plan and the Transfer Agent will have no liability for any investments made for a Plan other than to maintain custody of the investments subject to the terms of this Agreement. The Trust will not state or make any representations to the contrary hereof.

(d) The Transfer Agent will not serve as plan administrator of any Plan, or in any other administrative or other capacity except as custodian or trustee thereof. The Transfer Agent will not keep records of the Plans or maintain any other records except those that are necessary to serve as custodian, trustee or as transfer agent pursuant to this Agreement. The Trust will not state or make any representations to the contrary hereof.

(e) The Trust will upon reasonable advance notice make available access to its facilities and access to or copies of such records to the Transfer Agent as the Transfer Agent may request in order that the Transfer Agent may determine that the Trust is properly performing any duties and obligations it may have hereunder.

(f) As agreed by the Trust and the Transfer Agent, the Trust may share in the annual maintenance fee with respect to each Retirement Account.

1.5 Review and Maintenance of Fund Prototypes or Account Materials.

(a) The Trust agrees that the Trust Prototypes will comply with applicable sections of the Code and regulations promulgated pursuant to the Code in effect at the time. The Trust will be responsible for establishing, maintaining and updating the Trust Prototypes in compliance with the Code and all other applicable Federal or state law or regulations, when changes in the law require such updating.

(b) The Trust agrees that any modifications made by the Trust to the Trust Prototypes without the Transfer Agent's written consent shall not increase the liabilities or responsibilities of the Transfer Agent as custodian or limit the Transfer Agent's ability to resign as custodian as provided under Section 1.6 below. The Trust will furnish the Transfer Agent with a copy of the Trust Prototypes. The Transfer Agent shall not be required to review, comment or advise on such Trust Prototypes.

1.6 Resignation or Removal of Custodian

(a) If either party chooses to terminate pursuant to Section 12 of the Agreement the Transfer Agent may thereupon resign as custodian in respect to any or all of the Retirement Accounts upon sixty (60) days' prior written notice to the Trust. In such an event, the Trust will promptly distribute the notice of the custodian's resignation to such persons and in such manner as are called for under the applicable provisions of the Retirement Account and in form and content satisfactory to and signed by the Transfer Agent. The Trust shall be responsible to obtain a successor custodian for all Retirement Accounts.

(b) If the Trust chooses to discontinue performing any of its duties and obligations with respect to any or all Retirement Accounts, it will give the Transfer Agent at least one hundred twenty (120) days' written notice prior to such discontinuance. The Transfer Agent may thereupon resign as custodian in respect to any or all Retirement Accounts by providing sixty (60) days' prior written notice to the Trust. In such an event, the Trust shall be responsible to obtain a successor custodian for the Retirement Accounts. Upon written acceptance by the successor custodian, the Trust will promptly distribute the notice of the Custodian's resignation to such persons and in such manner as are called for under the applicable provisions of the Retirement Account and in form and content satisfactory to and signed by the Transfer Agent.

(c) If at any time and for any reason the Transfer Agent chooses to resign as custodian of any or all Retirement Accounts, it will give the Trust at least sixty (60) days' prior written notice. In connection with Transfer Agent resignation hereunder or pursuant to Sections 1.6(a), 1.6(b), the Transfer Agent may, but is not required to, designate a successor custodian by written notice to the Trust, and the Trust will be deemed to have consented to such successor unless the Trust designates a different successor custodian and provides written notice thereof together with such a different successor's written acceptance by such date as the Transfer Agent specifies in its original notice to the Trust provided that the Trust will have a minimum of sixty (60) days to designate a different successor. The Trust will promptly distribute the notice of the Transfer Agent's resignation as custodian to such persons and in such manner as are called for under the applicable provisions of the Retirement Account and in form and content satisfactory to and signed by the Transfer Agent.

(d) If within sixty (60) days (or such longer time as the custodian may agree to in writing) after resignation by the custodian, the Trust or the Transfer Agent has not appointed a successor custodian who has accepted such appointment in writing, the Trust shall within a further period of sixty (60) days apply to a court of competent jurisdiction for appointment of a successor custodian, provided that if (i) the Trust shall have failed to have made such application within such period or
(ii) the court shall have dismissed such application without having made such appointment, and (iii) no successor custodian shall have then accepted appointment, then (iv) termination of the custodian's responsibilities shall be effected by distributing all assets of the Retirement Account in a single payment in cash or in kind to each Participant, subject to the Transfer Agent's right as custodian to reserve such funds as it may deem advisable for payment of all its fees, compensation,

costs and expenses or for payment of any other liabilities constituting a charge on or against the assets of Retirement Accounts or on or against the custodian. Any amounts remaining after payment of such costs shall be delivered to the successor custodian, if any.

(e) Upon appointment of and acceptance by a successor custodian under this Section 1.6, the custodian shall transfer all assets in book entry form relating to the Retirement Accounts to the successor custodian.

1.7 Applications and Correspondence

The Transfer Agent will execute any instruments and documents in regard to the Retirement Accounts (including correspondence with various persons such as employers, Participants and beneficiaries) that the Trust submits to the Transfer Agent for that purpose. In no event will the Trust sign the Transfer Agent's name on any application or other document without the Transfer Agent's prior written approval.

2. Financial Intermediaries and Third Party Administrators

2.1 Shares will be available through Financial Intermediaries who provide shareholder services for their clients and who may hold their clients' assets in omnibus accounts ("Financial Intermediary Accounts").

2.2 In accordance with procedures agreed upon between the Transfer Agent and the Trust, the Transfer Agent shall:

(a) Treat Financial Intermediary Accounts as omnibus accounts unless otherwise requested by the Trust (either on a case-by-case basis or according to guidelines agreed upon by the Trust and Transfer Agent);

(b) Maintain omnibus accounts on its records in the name of the Financial Intermediaries for the benefit of their clients; and (c) Perform all services under Section 1 as transfer agent of the Trust and not as record- keepers or trustees for the Financial Intermediary Accounts.

2.3 The Trust may decide to make available to certain of its customers, a qualified plan program (the "Program") pursuant to which the customers ("Employers") may adopt certain plans of deferred compensation ("Plan or Plans") for the benefit of the individual Plan participant (the "Plan Participant"), such Plan(s) being qualified under Section 401(a) of the Code and administered by third party administrators which may be plan administrators as defined in the Employee Retirement Income Security Act of 1974, as amended (the "TPA(s)").

2.4 In accordance with procedures agreed upon between the Transfer Agent and the Trust, the Transfer Agent shall:

(a) Treat Shareholder accounts established by the Plans in the name of the trustees, Plans or TPAs as the case may be as omnibus accounts;

(b) Maintain omnibus accounts on its records in the name of the TPA or its designee as the Trustee for the benefit of the Plan; and

2.5 Notwithstanding Sections 2.2 and 2.4, the Transfer Agent agrees to assist the Trust with its Rule 22c-2 compliance under the 1940 Act and with any other laws and regulations applicable to transfer agent responsibilities for omnibus accounts.

2.6 Transactions identified under Sections I and 2 of this Agreement shall be deemed exception services ("Exception Services") when such transactions require the Transfer Agent to use methods and procedures other than those normally employed by the Transfer Agent to perform its transfer agency services.

3. Fees and Expenses

3.1 Fee Schedule. For the performance by the Transfer Agent pursuant to this Agreement, the Trust agrees to pay the Transfer Agent an annual maintenance fee for each Shareholder account as set forth in the attached fee schedule ("Schedule 3.1"). Such fees and out-of- pocket expenses and advances identified under Section 3.2 below may be changed from time to time subject to mutual written agreement between the Trust and the Transfer Agent. The fees set forth on Schedule 3.1 shall automatically apply to any trusts resulting from acquisition or merger subsequent to the execution of this Agreement. In the event that a trust is to become a party to this Agreement as the result of an acquisition or merger, and that trust requires different services from the Transfer Agent than those covered by this Agreement, then the parties shall confer diligently and in good faith, and agree upon fees applicable to such trust.

3.2 Out-of-Pocket Expenses. In addition to the fee paid under Section 3.1 above, the Trust agrees to advance to or reimburse, as appropriate, the Transfer Agent out-of-pocket expenses, including but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, records storage, or advances incurred by the Transfer Agent for the items set out in Schedule 3.1 attached hereto. In addition, any other expenses incurred by the Transfer Agent at the request or with the consent of the Trust, will be reimbursed by the Trust.

3.3 Postage. Postage for mailing of dividends, Trust reports and other mailings to all shareholder accounts shall be advanced to the Transfer Agent by the Trust at least seven (7) days prior to the mailing date of such materials.

3.4 Invoices. The Trust agrees to pay all fees and reimbursable expenses within sixty (60) days' following the receipt of the respective billing notice, except for any fees or expenses that are subject to good faith dispute. In the event of such a dispute, the Trust may only

withhold that portion of the fee or expense subject to the good faith dispute. The Trust shall notify the Transfer Agent in writing within twenty-one (21) calendar days following the receipt of each billing notice if the Trust is disputing any amounts in good faith. If the Trust does not provide such notice of dispute within the required time, the billing notice will be deemed accepted by the Trust. The Trust shall settle such disputed amounts within five (5) days of the day on which the parties agree on the amount to be paid by payment of the agreed amount. If no agreement is reached, then such disputed amounts shall be settled as may be required by law or legal process.

3.5 Cost of Living Adjustment. Following the first year of the Initial Term, the total fee for all services for each succeeding year shall equal the fee that would be charged for the same services based on a fee rate (as reflected in a fee rate schedule) increased by the percentage increase for the twelve-month period of such previous calendar year of the CPI-W (defined below), or, in the event that publication of such Index is terminated, any successor or substitute index, appropriately adjusted, acceptable to both parties. As used herein, "CPI-W" shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers for Boston-Brockton-Nashua, MA-NH-ME-CT, (Base Period: 1982-84 = 100), as published by the United States Department of Labor, Bureau of Labor Statistics.

3.6 Late Payments. If any undisputed amount in an invoice of the Transfer Agent (for fees or reimbursable expenses) is not paid when due, the Trust shall pay the Transfer Agent interest thereon (from the due date to the date of payment) at a per annum rate equal to one percent (1.0%) plus the Prime Rate (that is, the base rate on corporate loans posted by large domestic banks) published by The Wall Street Journal (or, in the event such rate is not so published, a reasonably equivalent published rate selected by the Trust) on the first day of publication during the month when such amount was due. Notwithstanding any other provision hereof, such interest rate shall be no greater than permitted under applicable provisions of Massachusetts law.

4. Representations and Warranties of the Transfer Agent

The Transfer Agent represents and warrants to the Trust that:

4.1 It is a trust company duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts.

4.2 It is duly registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended, and it will remain so registered for the duration of this Agreement. It will promptly notify the Trust in the event of any material change in its status as a registered transfer agent.

4.3 It is duly qualified to carry on its business in The Commonwealth of Massachusetts.

4.4 It is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement.

4.5 All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement.

4.6 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

5. Representations and Warranties of the Trust

The Trust represents and warrants to the Transfer Agent that:

5.1 It is a trust duly organized and existing and in good standing under the laws of the state of its organization as set forth on Schedule A.

5.2 It is empowered under applicable laws and by its Trust Instrument and By-Laws to enter into and perform this Agreement.

5.3 All corporate proceedings required by said Trust Instrument and By-Laws have been taken to authorize it to enter into and perform this Agreement.

5.4 The Trust and each of its Funds is an open-end management investment company registered under the 1940 Act.

5.5 A registration statement under the Securities Act of 1933, as amended is currently effective and will remain effective, and appropriate state securities law filings have been made and will continue to be made, with respect to all Shares being offered for sale.

6. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code

6.1 Obligation of Sender. The Transfer Agent is authorized to promptly debit the appropriate Trust account(s) upon the receipt of a payment order in compliance with the selected security procedure (the "Security Procedure") chosen for funds transfer and in the amount of money that the Transfer Agent has been instructed to transfer. The Transfer Agent shall execute payment orders in compliance with the Security Procedure and with the Trust instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after the customary deadline will be deemed to have been received the next business day.

6.2 Security Procedure. The Trust acknowledges that the Security Procedure it has designated on the Trust Selection Form was selected by the Trust from security procedures offered by the Transfer Agent. The Trust shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Transfer Agent in writing. The Trust must notify the Transfer Agent immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Trust's authorized personnel. The Transfer Agent shall verify the authenticity of all Trust instructions according to the Security Procedure.

6.3 Account Numbers. The Transfer Agent shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern.

6.4 Rejection. The Transfer Agent reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Transfer Agent's receipt of such payment order or (b) if the Transfer Agent, in good faith, is unable to satisfy itself that the transaction has been properly authorized. The Transfer Agent agrees to promptly notify the Trust of the rejection of any order and the reasons for such rejection, so that the Trust may contact and resolve the issue with the Shareholder on the same day.

6.5 Cancellation Amendment. The Transfer Agent shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording the Transfer Agent reasonable opportunity to act. However, the Transfer Agent assumes no liability if the request for amendment or cancellation cannot be satisfied.

6.6 Errors. The Transfer Agent shall assume no responsibility for failure to detect any erroneous payment order provided that the Transfer Agent complies with the payment order instructions as received and the Transfer Agent complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders.

6.7 Interest. The Transfer Agent shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless the Transfer Agent is notified of the unauthorized payment order within thirty (30) days' of notification by the Transfer Agent of the acceptance of such payment order.

6.8 ACH Credit Entries/Provisional Payments. When the Trust initiates or receives Automated Clearing House credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Transfer Agent will act as an Originating Depository Financial Institution and/or Receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Transfer Agent with respect to an ACH credit entry are provisional until the Transfer Agent receives final settlement for such entry from the Federal Reserve Bank. If the Transfer Agent does not receive such final settlement, the Trust agrees that the Transfer Agent shall receive a refund of the amount credited to the Trust in connection with such entry, and the party making payment to the Trust via such entry shall not be deemed to have paid the amount of the entry.

6.9 Confirmation. Confirmation of Transfer Agent's execution of payment orders shall ordinarily be provided within twenty four (24) hours notice of which may be delivered through the Transfer Agent's proprietary information systems, or by facsimile or call-back. Trust must report any objections to the execution of an order within thirty (30) days.

7. Data Access and Proprietary Information

7.1 The Trust acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals furnished to the Trust by the Transfer Agent as part of the Trust's ability to access certain Trust-related data ("Customer Data") maintained by the Transfer Agent on databases under the control and ownership of the Transfer Agent or other third party ("Data Access Services") constitute copyrighted, trade secret, or other proprietary information (collectively, "Proprietary Information") of substantial value to the Transfer Agent or other third party. In no event shall Proprietary Information be deemed Customer Data. The Trust agrees to treat all Proprietary Information as proprietary to the Transfer Agent and further agrees that it shall not divulge any Proprietary Information to any person or organization except as may be provided hereunder. Without limiting the foregoing, the Trust agrees for itself and its employees and agents to:

(a) Use such programs and databases (i) solely on the Trust's computers, or (ii) solely from equipment at the location agreed to between the Trust and the Transfer Agent and (iii) solely in accordance with the Transfer Agent's applicable user documentation;

(b) Refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Trust's computer(s)), the Proprietary Information;

(c) Refrain from obtaining unauthorized access to any portion of the Proprietary Information, and if such access is inadvertently obtained, to inform in a timely manner of such fact and dispose of such information in accordance with the Transfer Agent's instructions;

(d) Refrain from causing or allowing information transmitted from the Transfer Agent's computer to the Trust's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Transfer Agent (such permission not to be unreasonably withheld);

(e) Allow the Trust to have access only to those authorized transactions as agreed to between the Trust and the Transfer Agent; and

(f) Honor all reasonable written requests made by the Transfer Agent to protect at the Transfer Agent's expense the rights of the Transfer Agent in Proprietary Information at common law, under federal copyright law and under other federal or state law.

7.2 Proprietary Information shall not include all or any portion of any of the foregoing items that: (i) are or become publicly available without breach of this Agreement; (ii) are released for general disclosure by a written release by the Transfer Agent; or (iii) are already in the possession of the receiving party at the time of receipt without obligation of confidentiality or breach of this Agreement.

7.3 The Trust acknowledges that its obligation to protect the Transfer Agent's Proprietary Information is essential to the business interest of the Transfer Agent and that the disclosure of such Proprietary Information in breach of this Agreement would cause the Transfer Agent immediate, substantial and irreparable harm, the value of which would be extremely difficult to determine. Accordingly, the parties agree that, in addition to any other remedies that may be available in law, equity, or otherwise for the disclosure or use of the Proprietary Information in breach of this Agreement, the Transfer Agent shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of such breach.

7.4 If the Trust notifies the Transfer Agent that any of the Data Access Services do not operate in material compliance with the most recently issued user documentation for such services, the Transfer Agent shall endeavor in a timely manner to correct such failure. Organizations from which the Transfer Agent may obtain certain data included in the Data Access Services are solely responsible for the contents of such data and the Trust agrees to make no claim against the Transfer Agent arising out of the contents of such third-party data, including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLF BASIS. THE TRANSFER AGENT EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.5 If the transactions available to the Trust include the ability to originate electronic instructions to the Transfer Agent in order to (i) effect the transfer or movement of cash or Shares or (ii) transmit Shareholder information or other information, then in such event the Transfer Agent shall be entitled to rely on the validity and authenticity of such instruction without undertaking any further inquiry as long as such instruction is undertaken in conformity with security procedures established by the Transfer Agent from time to time.

7.6 Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 7. The obligations of this
Section shall survive any earlier termination of this Agreement.

7.7 Personal Information; Information Security.

(a) The Transfer Agent shall develop and maintain as part of the Data Access Services (and in furtherance of all of the services provided under this Agreement) policies and procedures for safeguarding any Customer Data received, processed or stored by the Transfer Agent constituting customer records and information (including, without limitation, any consumer report information) subject to the requirements of Sectiones.248.30 of Regulation S-P promulgated by the United States Securities and Exchange Commission, as from time to time amended (collectively, "personal information"); the Transfer Agent shall cause such policies and procedures to be reasonably designed to (a) insure the security and confidentiality of the personal information; (b) protect against anticipated

threats or hazards to the security and integrity of the personal information; and (c) protect against unauthorized access to or use of the personal information that could result in substantial harm or inconvenience to any customer of the Fund.

(b) At the request of the Fund, and not less than once during each year of the term of this Agreement, the Transfer Agent shall meet with the Fund and deliver to the Fund a written and oral presentation regarding the policies and procedures in place under Section 7.7(a); such written and oral presentations shall address the suitability of those policies and procedures for safeguarding the personal information, taking account of the requirements of Section 7.7(a) and ongoing changes in information security, computing and related fields.

(c) In performing the Data Access Services or any other services under this Agreement, the Transfer Agent shall cause its services to be performed pursuant to the policies and procedures then in effect (as developed pursuant to Section 7.7(a) above). The Transfer Agent shall report to the Fund promptly any material incidents occurring, and at regular meetings any non-material incidents occurring, which involve the subject matter of those policies and procedures (including, but not limited to, the improper release of personal information, the unauthorized access to personal information, any unauthorized attempts to access personal information or the discovery of a flaw in the procedures in place under Section 7.7(a) that could subject personal information to unauthorized access or release) and cooperate with the Fund in conducting any related investigation activities, regulatory examinations, or remedial changes.

(d) All information provided to the Fund by the Transfer Agent under this Section 7.7 shall be considered as Proprietary Information.

8. Indemnification

8.1 The Transfer Agent shall not be responsible for, and the Trust shall indemnify and hold the Transfer Agent harmless from and against, any and all losses, damages, costs, charges, counsel fees (including the defense of any law suit in which the Transfer Agent, Boston Financial Data Services, Inc., DST Systems, Inc. and DSTO or their officers, trustees or controlling persons are named parties), payments, expenses and liability arising out of or attributable to:

(a) All actions of the Transfer Agent or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct;

(b) The Trust's lack of good faith, negligence or willful misconduct;

(c) The reliance upon, and any subsequent use of or action taken or omitted, by the Transfer Agent, or its agents or subcontractors on: (i) any information, records, documents data, stock certificates or services, which are received Transfer Agent or its agents or subcontractors by machine readable input, facsimile, CRT data entry, electronic instructions or other similar means authorized by the Trust, and which have been prepared, maintained or performed by the Trust or any other person or firm on

behalf of the Trust including but not limited to any broker-dealer, TPA or previous transfer agent; (ii) any instructions or requests of the Trust or any of its officers; (iii) any instructions or opinions of legal counsel with respect to any matter arising in connection with the services to be performed by the Transfer Agent under this Agreement which are provided to the Transfer Agent by counsel to the Trust after consultation with such legal counsel and upon which instructions or opinion the Transfer Agent is expressly permitted to rely or written opinions of legal counsel regularly used by the Transfer Agent and that are obtained by the Transfer Agent; or (iv) any paper or document, reasonably believed to be genuine, authentic, or signed by the proper person or persons; (v) any instructions to the Transfer Agent from the Trust to process trades after the close of the market at that day's price. The Trust represents and warrants that any and all such trade instructions were received by the Trust prior to market close;

(d) The offer or sale of Shares in violation of federal or state securities laws or regulations requiring that such Shares be registered or in violation of any stop order or other determination or ruling by any federal or any state agency with respect to the offer or sale of such Shares;

(e) The acceptance of transaction requests whether by facsimile or otherwise, on behalf of individual Shareholders received from broker-dealers, TPAs or the Trust, and the reliance by the Transfer Agent on the broker-dealer, TPA or the Trust ensuring that the original source documentation is in good order and properly retained;

(f) The negotiation and processing of any checks, wires and ACH transmissions including without limitation for deposit into, or credit to, the Trust's demand deposit account maintained by the Transfer Agent; or

(g) Upon the Trust's request entering into any agreements required by the NSCC for the transmission of Trust or Shareholder data through the NSCC clearing systems.

8.2 To the extent that the Transfer Agent is not entitled to indemnification pursuant to Section 8.1 above and only to the extent of such right, the Trust shall not be responsible for, and the Transfer Agent shall indemnify and hold the Trust harmless from and against any losses, damages, costs, charges, counsel fees (including the defense of any such lawsuit in which the Trust or its officers, Trustees or controlling persons are named parties), payments, expenses and liability arising directly out of or attributable to any action or failure of the Transfer Agent to act as a result of the Transfer's Agent's lack of good faith, negligence or willful misconduct in the performance of its services hereunder.

8.3 In order that the indemnification provisions contained in this Section 8 shall apply, upon the assertion of a claim for which one party may be required to indemnify the other party, the indemnified party shall promptly notify the indemnifying party of such assertion, and shall keep the indemnifying party advised with respect to all developments concerning such claim. The indemnifying party shall have the option to participate with the indemnified party in the defense of such claim or to defend against said claim in its own name or in the name of the indemnified party. The indemnified party shall in no case confess any claim or make any compromise in any case in which the indemnifying party may be required to indemnify the indemnified party except with the indemnifying party's prior written consent.

9. Standard of Care/Limitation of Liability

The Transfer Agent shall at all times act in good faith and agrees to use its best efforts within reasonable limits to ensure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors, including encoding and payment processing errors, unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees or agents. The parties agree that any encoding or payment processing errors shall be governed by this standard of care and Section 4-209 of the Uniform Commercial Code is superseded by Section 9 of this Agreement. This standard of care also shall apply to Exception Services, as defined in Section 2.6 herein, but such application shall take into consideration the manual processing involved in, and time sensitive nature of, Exception Services. Notwithstanding the foregoing, except for liability associated with breaches of confidentiality, security or the systems of the Transfer Agent or with breaches of infringement on the intellectual property rights of any third party, the Transfer Agent's aggregate liability during each year of this Agreement with respect to, arising from or arising in connection with this Agreement, or from all services provided or omitted to be provided by the Transfer Agent under this Agreement for all of the Trusts and Funds subject to this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed the aggregate of the amounts actually received hereunder by the Transfer Agent as fees and charges, but not including reimbursable expenses, for all of the Trusts and Funds covered by this Agreement during the nine (9) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought. For liability related to: (a) a breach of confidentiality as set forth in
Section 10, (b) a breach of security (including, but not limited to, any breach relating to the services provided by the Transfer Agent pursuant to Section 7.7 of this Agreement), (c) any breakdown in the Transfer Agent's systems (including, but not limited to, any interruptions in the Transfer Agent's business continuity and disaster recovery plans), or
(d) any infringement by the Transfer Agent of the intellectual property rights of any third party, the Transfer Agent's aggregate liability during any term of this Agreement with respect to, arising from or in connection with this Agreement, or from all services provided or omitted to be provided by the Transfer Agent under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed the aggregate of the amounts actually received hereunder by the Transfer Agent as fees and charges, but not including reimbursable expenses, for all of the Trusts and Funds covered by this Agreement during the thirteen and one-half months (13 1/2) calendar months immediately preceding the event for which recovery from the Transfer Agent is being sought. The foregoing limitations on liability shall not apply to any loss or damage resulting from any fraud committed by the Transfer Agent's employees or any intentional malevolent acts by the Transfer Agent's employees or reckless disregard or gross negligence in carrying out their duties. For purposes of this Section 9, "intentional malevolent acts" shall mean those acts undertaken purposefully under the circumstances in which the person knows or has reason to believe that such act violates this Agreement and is likely to cause damage or harm.

10. Confidentiality

10.1 The Transfer Agent and the Trust agree that they will not, at any time during the term of this Agreement or after its termination, reveal, divulge, or make known to any person, firm, corporation or other business organization, any customers' lists, trade secrets, cost figures and projections, profit figures and projections, or any other secret or confidential information whatsoever, whether of the Transfer Agent or of the Trust, used or gained by the Transfer Agent or the Trust during performance under this Agreement. The Trust and the Transfer Agent further covenant and agree to retain all such knowledge and information acquired during and after the term of this Agreement respecting such lists, trade secrets, or any secret or confidential information whatsoever in trust for the sole benefit of the Transfer Agent or the Trust and their successors and assigns. In the event of breach of the foregoing by either party, the remedies provided by Section 7.3 shall be available to the party whose confidential information is disclosed. The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its sub-contractor or Trust agent for purposes of providing services under this Agreement.

10.2 In the event that any requests or demands are made for the inspection of the Shareholder records of the Trust, other than request for records of Shareholders pursuant to standard subpoenas from state or federal government authorities (i.e., divorce and criminal actions), the Transfer Agent will endeavor to notify the Trust and to secure instructions from an authorized officer of the Trust as to such inspection. The Transfer Agent expressly reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by counsel that it may be held liable for the failure to exhibit the Shareholder records to such person or if required by law or court order.

11. Inspection Rights

11.1 During the term of this Agreement, the duly authorized independent auditors, internal audit teams, compliance officers and regulators of the Trust will have the right under this Agreement to perform periodic on-site inspections, during Transfer Agent's regular business hours, of Transfer Agent's facilities, systems, records and procedures solely as they pertain to Transfer Agent's activities under or pursuant to this Agreement. Any reasonable incremental direct expenses for programming required for special reports requested by such auditors, or examiners incurred by Transfer Agent with respect to such Trust directed inspections shall be charged as an out-of-pocket expense to the Trust. To the extent reasonable and feasible under the circumstances, Trust shall provide at least five (5) business days advance notice to Transfer Agent of such inspections, and to the extent possible, of such examinations or inspections by its regulators. The foregoing provisions shall not apply to on-site visits by Trust' employees or representatives from time to time for purposes of discussing Transfer Agent's performance under the Agreement; provided that Trust shall provide reasonable notice to Transfer Agent of such visits and conduct them in a manner that will not materially interfere with Transfer Agent's normal and customary conduct of its business activities. Transfer Agent may require any persons seeking access to its facilities to provide reasonable evidence of their authority. Transfer Agent may require Trust's independent auditors to execute a

confidentiality agreement before granting access. The Transfer Agent shall have the right to immediately require the removal of any Fund representatives from its premises in the event that their actions, in the reasonable opinion of the Transfer Agent, jeopardize the information security of its systems and/or other client data or otherwise are disruptive to the business of the Transfer Agent.

11.2 Transfer Agent will make available to Trust on an annual basis as soon as available, a copy of its SAS 70 report from its independent auditors. Transfer Agent shall also provide to Trust copies of the attestation performed annually by such auditors with respect to AML/CIP delegated duties compliance.

12. Assurance on Risk Management

12.1 Upon request of Trust, Transfer Agent will provide to Trust the Transfer Agent's standard form Sarbanes-Oxley certification with respect to Transfer Agent's performance of the Transfer Agency Services and its internal controls related thereto.

12.2 In addition, upon request of Trust, Transfer Agent will provide to Trust the Transfer Agent's standard form certification with respect to the compliance provisions under Rule 38a-l of the 1940 Act.

13. Covenants of the Trust and the Transfer Agent

13.1 The Trust shall promptly furnish to the Transfer Agent the following:

(a) A certified copy of the resolution of the Board of Trustees of the Trust authorizing the appointment of the Transfer Agent and the execution and delivery of this Agreement; and

(b) A copy of the Trust Instrument and By-Laws of the Trust and all amendments thereto.

13.2 The Transfer Agent hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Trust for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

13.3 The Transfer Agent shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act, and the Rules thereunder, the Transfer Agent agrees that all such records prepared or maintained by the Transfer Agent relating to the services to be performed by the Transfer Agent hereunder are the property of the Trust and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Trust on and in accordance with its request.

14. Termination-of Agreement

14.1 Term. The initial term of this Agreement (the "Initial Term") shall be five (5) years from the date first stated above as to each individual Trust unless termination pursuant to the

        provisions of this Section 14. The term may be renewed by mutual
        agreement of the Transfer Agent and the individual Trust for successive
        periods of one year each ("Renewal Term"). Either the Transfer Agent or
        the Trust shall give written notice to the other party one hundred
        twenty (120) days before the expiration of the Initial Term or Renewal
        Term if such party desires not to renew the term for an additional
        one-year period. In the event any individual Trust wishes to terminate
        this Agreement as to it prior to the expiration of the Initial Term or a
        Renewal Term, the Trust shall give one hundred twenty (120) days prior
        written notice to the Transfer Agent and shall be subject to the terms
        of this Section, including the payments applicable under Section 14.3.
        One hundred twenty (120) days before the expiration of the Initial Term
        or a Renewal Term, the Transfer Agent and the individual Trust will
        agree upon a Fee Schedule for the upcoming Renewal Term applicable to
        such Trust. Notwithstanding the termination or non-renewal of this
        Agreement, the terms and conditions of this Agreement shall continue to
        apply until the completion of Deconversion (defined below). Moreover,
        the termination of this Agreement will not discharge or excuse
        completion or performance of any liability or services obligation.

  14.2  Deconversion. In the event that this Agreement is terminated or not
        renewed for any reason by an individual Trust, the Transfer Agent agrees
        that, in order to provide for uninterrupted service to the Trust, the
        Transfer Agent, at Trust's request, shall offer reasonable assistance to
        the Trust in converting the Trust's records from the Transfer Agent's
        systems to whatever services or systems are designated by Trust (the
        "Deconversion"). Such Deconversion is subject to the recompense of the
        Transfer Agent for such assistance at its standard rates and fees in
        effect at the time within a reasonable time frame agreed to by the
        parties. As used herein "reasonable assistance" and "transitional
        assistance" shall not include requiring the Transfer Agent (i) to assist
        any new service or system provider to modify, to alter, to enhance, or
        to improve such provider's system, or to provide any new functionality
        to such provider's system, (ii) to disclose any protected information of
        the Transfer Agent, or (iii) to develop Deconversion software, to modify
        any of the Transfer Agent's software, or to otherwise alter the format
        of the data as maintained on any provider's systems.

14.3    Termination or Non Renewal.

        (a) Outstanding Fees and Charges. In the event of termination or
        non-renewal of this Agreement by an individual Trust, such Trust will
        promptly pay the Transfer Agent all fees and charges for the services
        provided under this Agreement which (i) have been accrued and remain
        unpaid as of the date of such notice of termination or non-renewal and
        (ii) thereafter accrue for the period through and including the date of
        Trust's Deconversion.

        (b) Deconversion Costs and Post-Deconversion Support Fees. In the event
        of termination or non-renewal of this Agreement by an individual Trust,
        the Trust shall pay the Transfer Agent for the Deconversion costs as
        noted in Section 14.2 and all reasonable fees and expenses for providing
        any support services that the Trust requests the Transfer Agent to
        provide post Deconversion, including but not limited to tax reporting
        and open issue resolution.

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        (c) Early Termination for Convenience. In addition to the foregoing, in
        the event that any individual Trust terminates this Agreement, other
        than pursuant to Section 14.7, prior to the end of the Initial Term or
        any Renewal Term, the Trust shall pay the Transfer Agent an amount equal
        to the average monthly fee paid by the Trust to the Transfer Agent under
        the Agreement times the number of months remaining in the Initial or
        Renewal Term and calculated at the Account owner levels or as otherwise
        set forth on the then current Fee Schedule, on the date notice of
        termination was given to the Transfer Agent (the "Early Termination
        Fee").

  14.4  Confidential Information. Upon termination of this Agreement, each party
        shall return to the other party all copies of confidential or
        proprietary materials or information received from such other party
        hereunder, other than materials or information required to be retained
        by such party under applicable laws or regulations.

  14.5  Unpaid Invoices. The Transfer Agent may terminate this Agreement
        immediately upon an unpaid invoice payable by the Trust to the Transfer
        Agent being outstanding for more than ninety (90) days, except with
        respect to any amount subject to a good faith dispute within the meaning
        of Section 3.4 of this Agreement.

  14.6  Bankruptcy. Either party hereto may terminate this Agreement by notice
        to the other party, effective at any time specified therein, in the
        event that (a) the other party ceases to carry on its business or (b) an
        action is commenced by or against the other party under Title 11 of the
        United States Code or a receiver, conservator or similar officer is
        appointed for the other party and such suit, conservatorship or
        receivership is not discharged within thirty (30) days.

  14.7  Cause. If either of the parties hereto is in default in the performance
        of its duties or obligations hereunder, and such default has a material
        effect on the other party, then the non-defaulting party may give notice
        to the defaulting party specifying the nature of the default in
        sufficient detail to permit the defaulting party to identify and cure
        such default. If the defaulting party fails to cure such default within
        thirty (30) days of receipt of such notice, or within such longer period
        of time as the parties may agree is necessary for such cure, then the
        non-defaulting party may terminate this Agreement upon notice of not
        less than five (5) days to the defaulting party.

15.     Assignment and Third Party Beneficiaries

  15.1  Except as provided in Section 16.1 below neither this Agreement nor any
        rights or obligations hereunder may be assigned by either party without
        the written consent of the other party. Any attempt to do so in
        violation of this Section shall be void. Unless specifically stated to
        the contrary in any written consent to an assignment, no assignment will
        release or discharge the assignor from any duty or responsibility under
        this Agreement.

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  15.2  Except as explicitly stated elsewhere in this Agreement, nothing under
        this Agreement shall be construed to give any rights or benefits in this
        Agreement to anyone other than the Transfer Agent and the Trust, and the
        duties and responsibilities undertaken pursuant to this Agreement shall
        be for the sole and exclusive benefit of the Transfer Agent and the
        Trust. This Agreement shall inure to the benefit of and be binding upon
        the parties and their respective permitted successors and assigns.

  15.3  This Agreement does not constitute an agreement for a partnership or
        joint venture between the Transfer Agent and the Trust. Other than as
        provided in Section 16.1, neither party shall make any commitments with
        third parties that are binding on the other party without the other
        party's prior written consent.

16.     Subcontractors

  16.1  The Transfer Agent may, without further consent on the part of the Fund,
        subcontract for the performance hereof with (i) Boston Financial Data
        Services, Inc., a Massachusetts corporation ("Boston Financial") which
        is duly registered as a transfer agent pursuant to Section 17A(c)(2) of
        the Securities Exchange Act of 1934, as amended, (ii) a Boston Financial
        subsidiary duly registered as a transfer agent, (iii) a Boston Financial
        affiliate duly registered as a transfer agent or (iv) with regard to
        print/mail services, to DST Output, Inc., an affiliate of Boston
        Financial provided, however, that the Transfer Agent shall be fully
        responsible to the Trust for the acts and omissions of Boston Financial
        or its subsidiary or affiliate as it is for its own acts and omissions.
        Notwithstanding the foregoing, if the Trust contracts for the
        performance of any services directly with an affiliate of the Transfer
        Agent or DST Output, Inc., then the Transfer Agent shall not be
        responsible to the Trust for the acts and omissions of such affiliate
        with respect to such services.

  16.2  Nothing herein shall impose any duty upon the Transfer Agent in
        connection with or make the Transfer Agent liable for the actions or
        omissions to act of unaffiliated third parties such as by way of example
        and not limitation, Airborne Services, Federal Express, United Parcel
        Service, the U.S. Mails, the NSCC and telecommunication companies,
        provided, if the Transfer Agent selected such company, the Transfer
        Agent shall have exercised due care in selecting the same.

17.     Miscellaneous

  17.1  Amendment. This Agreement may be amended or modified by a written
        agreement executed by both parties and authorized or approved by a
        resolution of the Board of Trustees of the Trust.

  17.2  Massachusetts Law to Apply. This Agreement shall be construed and the
        provisions thereof interpreted under and in accordance with the laws of
        The Commonwealth of Massachusetts.

  17.3  Force Majeure. In the event either party is unable to perform its
        obligations under the terms of this Agreement because of acts of God,
        acts of war or terrorism, strikes, equipment or transmission failure or
        damage reasonably beyond its control, or other causes reasonably beyond
        its control, such party shall not be liable for damages to the

                                       21

        other for any damages resulting from such failure to perform or
        otherwise from such causes, provided however, that this provision shall
        not imply that the Transfer Agent is excused from maintaining reasonable
        business continuity and disaster recovery plans to address potential
        service outages.

  17.4  Consequential Damages. Neither party to this Agreement shall be liable
        to the other party for special, indirect or consequential damages under
        any provision of this Agreement or for any special, indirect or
        consequential damages arising out of any act or failure to act
        hereunder.

  17.5  Survival. All provisions regarding indemnification, warranty, liability,
        and limits thereon, and confidentiality and/or protections of
        proprietary rights and trade secrets shall survive the termination of
        this Agreement.

  17.6  Severability. If any provision or provisions of this Agreement shall be
        held invalid, unlawful, or unenforceable, the validity, legality, and
        enforceability of the remaining provisions shall not in any way be
        affected or impaired.

  17.7  Priorities Clause. In the event of any conflict, discrepancy or
        ambiguity between the terms and conditions contained in this Agreement
        and any Schedules or attachments hereto, the terms and conditions
        contained in this Agreement shall take precedence.

  17.8  Waiver. No waiver by either party or any breach or default of any of the
        covenants or conditions herein contained and performed by the other
        party shall be construed as a waiver of any succeeding breach of the
        same or of any other covenant or condition.

  17.9  Merger of Agreement. This Agreement constitutes the entire agreement
        between the parties hereto and supersedes any prior agreement with
        respect to the subject matter hereof whether oral or written.

17.10 Counterparts. This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

17.11 Reproduction of Documents. This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction shall likewise be admissible in evidence.

17.12 Notices. All notices and other communications as required or permitted hereunder shall be in writing and sent by first class mail, postage prepaid, addressed as follows or to such other address or addresses of which the respective party shall have notified the other.

(a) If to the Transfer Agent, to:

State Street Bank and Trust Company c/o Boston Financial Data Services, Inc. 2 Heritage Drive, 4th Floor North Quincy, Massachusetts 02171 Attention: Legal Department Facsimile: (617) 483-2490

(b) If to the Trust, to:

Kirkpatrick & Lockhart Nicholson Graham LLP Attention: Arthur Delibert, Esquire 1601 K Street, NW Washington, DC 20006-1600 Facsimile: (202) 778-9100

With a copy to:

Neuberger Berman Management, Inc. Attention: Andrew Allard 605 Third Avenue, 2nd Floor New York, New York 10158-0180 Facsimile: (212) 476-5781

18. Additional Trusts/Funds

In the event that the Trust establishes one or more series of Shares, in addition to those listed on the attached Schedule A, with respect to which it desires to have the Transfer Agent render services as transfer agent under the terms hereof, it shall so notify the Transfer Agent in writing, and if the Transfer Agent agrees in writing to provide such services, such series of Shares shall become a Fund hereunder.

19. Limitations of Liability of the Trustees and Shareholders

A copy of the Trust Instrument is on file with the state of organization, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Trust as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or Shareholders individually but are binding only upon the assets and property of the Trust.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

TRUST Each of the entities listed on Schedule A hereto)

By:    /s/ PETER SUNDMAN
       ----------------------------------
Name:  PETER SUNDMAN
Title: CHIEF EXECUTIVE OFFICER

As an Authorized Officer on behalf of each of the entities indicated on Schedule A

ATTEST:
[ILLEGIBLE]

STATE STREET BANK AND TRUST COMPANY

                                       BY:    /s/ Joseph L. Hooley
                                              ----------------------------------
                                              Executive Vive President

ATTEST:
[ILLEGIBLE]

SCHEDULE A
Dated: December 19, 2006

NEUBERGER BERMAN INCOME FUNDS, a business trust organized under the laws of the State of Delaware

Neuberger Berman Cash Reserves
Neuberger Berman Government Money Fund Lehman Brothers Short Duration Bond Fund Lehman Brothers Municipal Securities Trust Lehman Brothers High Income Bond Fund Lehman Brothers Strategic Income Fund Lehman Brothers Core Bond Fund
Lehman Brothers Municipal Money Fund Lehman Brothers New York Municipal Money Fund Lehman Brothers National Municipal Money Fund Lehman Brothers Tax-Free Money Fund

NEUBERGER BERMAN EQUITY FUNDS, a business trust organized under the laws of the State of Delaware

Neuberger Berman Focus Fund
Neuberger Berman Genesis Fund
Neuberger Berman Guardian Fund
Neuberger Berman Partners Fund
Neuberger Berman Manhattan Fund
Neuberger Berman Socially Responsible Fund Neuberger Berman International Fund Neuberger Berman Millennium Fund Neuberger Berman Regency Fund
Neuberger Berman Century Fund
Neuberger Berman Fasciano Fund
Neuberger Berman International Institutional Fund Neuberger Berman Real Estate Fund Neuberger Berman All-Cap Growth Fund Neuberger Berman International Large Cap Fund Neuberger Berman Equity Income Fund Neuberger Berman Premier Convergence Fund Neuberger Berman Premier Analysts Fund Neuberger Berman Premier Energy Fund Neuberger Berman Premier Dividend Fund

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST, a business trust organized under the laws of the State of Delaware

Neuberger Berman Balanced Portfolio Neuberger Berman Growth Portfolio Neuberger Berman limited Maturity Bond Portfolio Neuberger Berman Partners Portfolio Neuberger Berman Fasciano Portfolio

SCHEDULE A
Dated: December 19, 2006
(continued)

Neuberger Berman Focus Portfolio

Neuberger Berman Guardian Portfolio Neuberger Berman High Income Bond Portfolio Neuberger Berman International Portfolio Neuberger Berman International Large Cap Portfolio Neuberger Berman Mid-Cap Growth Portfolio Neuberger Berman Real Estate Portfolio Neuberger Berman Regency Portfolio Neuberger Berman Socially Responsive Portfolio

NEUBERGER BERMAN INSTITUTIONAL LIQUIDITY SERIES, a statutory trust organized under the laws of the State of Delaware

Neuberger Berman Institutional Cash Fund Neuberger Berman Prime Money Fund

LEHMAN BROTHERS INSTITUTIONAL LIQUIDITY CASH MANAGEMENT FUNDS, a statutory trust
organized under the laws of the State of Delaware

Cash Management Money Market Portfolio Cash Management Prime Portfolio
Cash Management Treasury Portfolio

LEHMAN BROTHERS RESERVE LIQUIDITY FUNDS, a statutory trust organized under the laws of the State of Delaware

Money Market Reserve Portfolio
Prime Reserve Portfolio
Treasury Obligations Reserve Portfolio

LEHMAN BROTHERS INSTITUTIONAL LIQUIDITY FUNDS, a statutory trust organized under the laws of the State of Delaware

Money Market Portfolio
Prime Portfolio
Treasury Portfolio
Treasury Reserves Portfolio
Government Portfolio
Government Reserves Portfolio
Municipal Portfolio
Tax-Exempt Rortfolio
New York Municipal Portfolio

SCHEDULE A
Dated: December 19, 2006
(continued)

TRUST (Each of the entities listed     STATE STREET BANK AND TRUST COMPANY
on  Schedule A hereto)

By:    /s/ Robert Conti                BY:   /s/ Joseph L. Hooley
       --------------------------            ----------------------------------
Name:  ROBERT CONTI                          Joseph L. Hooley
                                             Vice Chairman
Title: VP
       As an Authorized Officer on
       behalf of each of The entities
       indicated on Schedule A

SCHEDULE 3.12(f)
AML DELEGATION

Dated: December 14, 2005

1. Delegation.

1.1 Subject to the terms and conditions set forth in this Agreement, the Trust hereby delegates to the Transfer Agent those aspects of the Trust's Program that are set forth in Section 4 below (the "Delegated Duties"). The Delegated Duties set forth in Section 4 may be amended, from time to time, by mutual agreement of the Trust and the Transfer Agent upon the execution of such parties of a revised Schedule 1.2(g) bearing a later date than the date hereof.

1.2 The Transfer Agent agrees to perform such Delegated Duties, with respect to the ownership of shares in the Trust for which the Transfer Agent maintains the applicable shareholder information, subject to and in accordance with the terms and conditions of this Agreement.

2. Consent to Examination. In connection with the performance by the Transfer Agent of the Delegated Duties, the Transfer Agent understands and acknowledges that the Trust remains responsible for assuring compliance with the USA PATRIOT Act and that the records the Transfer Agent maintains for the Trust relating to the AML Program may be subject, from time to time, to examination and/or inspection by federal regulators in order that the regulators may evaluate such compliance. The Transfer Agent hereby consents to such examination and/or inspection and agrees to cooperate with such federal examiners in connection with their review. For purposes of such examination and/or inspection, the Transfer Agent will use its best efforts to make available, during normal business hours and on reasonable notice all required records and information for review by such examiners.

3. Limitation on Delegation. The Trust acknowledges and agrees that in accepting the delegation hereunder, the Transfer Agent is agreeing to perform only the Delegated Duties, as may be amended from time to time, and is not undertaking and shall not be responsible for any other aspect of the AML Program or for the overall compliance by the Trust with the USA PATRIOT Act or for any other matters that have not been delegated hereunder. Additionally, the parties acknowledge and agree that the Transfer Agent shall only be responsible for performing the Delegated Duties with respect to the ownership of, and transactions in, shares in the Trust for which the Transfer Agent maintains the applicable shareholder information.

Schedule 1.2f

SCHEDULE 3.12(f)
AML DELEGATION

Dated: December 14, 2005

(continued)

4. Delegated Duties

4.1 Consistent with the services provided by the Transfer Agent and with respect to the ownership of shares in the Trust for which the Transfer Agent maintains the applicable shareholder information, the Transfer Agent shall:

(a) Submit all new account and registration maintenance transactions through the Office of Foreign Assets Control ("OFAC") database and such other lists or databases as may be required from time to time by applicable regulatory authorities;

(b) Submit special payee checks through OFAC database;

(d) Review wires sent pursuant to banking instructions other than those on file with the Transfer Agent;

(e) Review accounts with small balances followed by large purchases;

(f) Review accounts with frequent activity within a specified date range followed by a large redemption;

(g) On a daily basis, review purchase and redemption activity per tax identification number ("TIN") within the Trust to determine if activity for that TIN exceeded the $100,000 threshold on any given day;

(h) Monitor and track cash equivalents under $10,000 for a rolling twelve-month period and file IRS Form 8300 and issue the Shareholder notices required by the IRS;

(i) Determine when a suspicious activity report ("SAR") should be filed as required by regulations applicable to mutual funds; prepare and file the SAR. Provide the Trust with a copy of the SAR within a reasonable time after filing; notify the Trust if any further communication is received from U.S. Department of the Treasury or other law enforcement agencies regarding the SAR;

Schedule 1.2f

SCHEDULE 3.12(f)
AML DELEGATION

Dated: December 14, 2005

(continued)

(j) Compare account information to any FinCEN request received by the Trust and provided to the Transfer Agent pursuant to USA PATRIOT Act Sec. 314(a). Provide the Trust with documents/information necessary to respond to requests under USA PATRIOT Act Sec. 314(a) within required time frames; and

(k) In accordance with the requirements under 31 C.F.R. 103.131: (i) Verify the identity of any person seeking to open an account with the Trust, (ii) Maintain records of the information used to verify the person's identity and (iii) Determine whether the person appears on any lists of known or suspected terrorists or terrorists organizations provided to the Trust by any government agency.

4.2 In the event that the Transfer Agent detects activity as a result of the foregoing procedures, which necessitates the filing by the Transfer Agent of a SAR, a Form 8300 or other similar report or notice to OFAC, then the Transfer Agent shall also immediately notify the Trust, unless prohibited by applicable law.

TRUST (Each of the entities listed     STATE STREET BANK AND TRUST COMPANY
on  Schedule A hereto)

By:    /s/ PETER SUNDMAN               BY:   /s/ Joseph L. Hooley
       --------------------------            ----------------------------------
Name:  PETER SUNDMAN                         Exerutive Vice President

Title: CHIEF EXECUTIVE OFFICERVP

As an Authorized Officer on behalf of
each of The entities indicated on
Schedule A

Fee Information for Services as Plan, Transfer and Dividend Disbursing Agent

FEE SCHEDULE (9/06)
NEUBERGER BERMAN FUNDS

ANNUAL ACCOUNT SERVICE FEES

Non-Daily Dividend Funds:
        "Equity Funds"                              $10.51

                Advisors Management Trust
                Equity Funds
                Equity Trusts
                Equity Assets
Equity Series
Daily Dividend Funds:
        "Bond Funds"                                $16.89
                Income Funds
                Income Trusts
        "Money Funds"                               $19.32

Matrix Level Three Networking accounts are billed at $6.44 account. Reduced rate appears as a credit on monthly invoices. Credit is not applied where fund minimum is invoked.

Closed Account Fee - All Funds $1.22 Not billed to Trust Funds (Equity and Income) where Fund Minimum is invoked.

Minimum (per Fund/Class/Spoke)
        Equity Assets                         $20,251.96
        Equity Trusts                         $20,251.96
        Equity Series                         $20,251.96
        Income Trusts                         $20,251.96
        Advisors Management Trust             $14,728.69

Fund minimums are guaranteed for three years from inception date, and are waived for nine months from inception. Each class/spoke is considered a fund and will be billed accordingly.

Fees are billable on a monthly basis at the rate of 1/12 of the annual fee. A charge is made for an account in the month that an account opens or closes. Account service fees are the higher of: open account charges plus closed account charges or the fund minimum.

ACTIVITY BASED FEES

        Omnibus Transactions -                          3.07 transaction
                Spoke 1 funds, specific dealers and
                 transaction codes
        Outgoing Wires                                  $9.81 transaction
                Waived shareholder wire fees are
                 billed to the Mgmt Co.                 $0.42 transaction

--------------------------------------------------------------------------------
OTHER FEES
--------------------------------------------------------------------------------
        12b-1 Commission Processing                     $490.96 month
                Fee excludes supplies and postage
                (billed as Out of Pockets)
        Monthly Graphs (spoke 1 funds, except AMT)      $89.90 month/fund
        Disaster Recovery                               $0.08 account

--------------------------------------------------------------------------------
IRA CUSTODIAL FEES
--------------------------------------------------------------------------------

        Annual Maintenance - IRA balance by SSN
        less than $10,000.00                            $12.00/SSN or TIN
                Waived shareholder fees are billed
                to the Management Company

--------------------------------------------------------------------------------
OUT-OF-POCKET EXPENSES                                  BILLED AS INCURRED
--------------------------------------------------------------------------------

Out-of-Pocket expenses include but are not limited to: daily confirmation statements, investor statements, postage, forms, audio response, network equipment, telephone (i.e. telephone line charges, faxes, transmissions, records retention, movement of records, freight, customized programming/ enhancements, ad-hoc reporting, federal wire, transcripts, microfilm, microfiche, lost shareholder services and expenses incurred at the specific direction of the fund.

These fees will be subject to an annual Cost of Living Adjustment based on regional consumer price index.

Exhibit (h)(2)

ADMINISTRATION AGREEMENT
CLASS I SHARES

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end, management investment company and has established several separate series of shares ("Portfolios"), with each Portfolio having its own assets and investment policies;

WHEREAS, each Portfolio has one or more classes of shares of beneficial interest, and one such Class has been designated as Class I ("Class I Shares"); and

WHEREAS, the Trust desires to retain the Administrator to furnish administrative services to the Class I Shares of each Portfolio listed in Schedule A attached hereto, and to the Class I Shares of such other Portfolios of the Trust hereinafter established as agreed to from time to time by the parties, evidenced by an addendum to Schedule A (hereinafter "Portfolio" shall refer to each Portfolio which is subject to this Agreement and all agreements and actions described herein to be made or taken by a Portfolio shall be made or taken by the Trust on behalf of the Portfolio), and the Administrator is willing to furnish such services,

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:

1. Services of the Administrator.

1.1. Administrative Services. The Administrator shall supervise the business and affairs of each Portfolio and its Class I Shares and shall provide such services required for effective administration of such Portfolio and its Class I Shares as are not provided by employees or other agents engaged by such Portfolio; provided, that the Administrator shall not have any obligation to provide under this Agreement any direct or indirect services to a Portfolio's shareholders, any services related to the distribution of a Portfolio's shares, or any other services that are the subject of a separate agreement or arrangement between a Portfolio and the Administrator. The Administrator can use any of the officers and employees of Neuberger Berman, LLC to provide any of the services or reports required under this agreement. Subject to the foregoing, in providing administrative services hereunder, the Administrator shall:

1.1.1. Office Space, Equipment and Facilities. Furnish without cost to each Portfolio and its Class I Shares, or pay the cost of, such office space, office equipment and office facilities as are adequate for the needs of the Portfolio and its Class I Shares;

1.1.2. Personnel. Provide, without remuneration from or other cost to each Portfolio, the services of individuals competent to perform all of the Portfolio's

executive, administrative and clerical functions of each Portfolio and its Class I Shares that are not performed by employees or other agents engaged by the Portfolios or by the Administrator acting in some other capacity pursuant to a separate agreement or arrangement with the Portfolio;

1.1.3. Agents. Assist each Portfolio in selecting and coordinating the activities of the other agents engaged by the Portfolio, including the Portfolio's custodian, independent auditors and legal counsel,

1.1.4. Trustees and Officers. Authorize and permit the Administrator's directors, officers or employees who may be elected or appointed as trustees or officers of the Trust to serve in such capacities, without remuneration from or other cost to the Trust or any Portfolio;

1.1.5. Books and Records. Ensure that all financial, accounting and other records required to be maintained and preserved by each Portfolio are maintained and preserved by it or on its behalf in accordance with applicable laws and regulations; and

1.1.6. Reports and Filings. Assist in the preparation of (but not pay for) all periodic reports by each Portfolio or its Class I Shares to shareholders of such Portfolio or Class and all reports and filings required to maintain the registration and qualification of the Portfolio and the Class I Shares, or to meet other regulatory or tax requirements applicable to the Portfolio or its Class I Shares, under federal and state securities and tax laws.

2. Expenses of each Portfolio.

2.1. Expenses to be Paid by the Administrator. The Administrator shall pay all salaries, expenses and fees of the officers, trustees, or employees of the Trust who are officers, directors or employees of the Administrator. If the Administrator pays or assumes any expenses of the Trust, Portfolio or Class not required to be paid or assumed by the Administrator under this Agreement, the Administrator shall not be obligated hereby to pay or assume the same or any similar expense in the future; provided, that nothing herein contained shall be deemed to relieve the Administrator of any obligation to the Trust or to a Portfolio or Class under any separate agreement or arrangement between the parties.

2.2. Expenses to be Paid by the Portfolios. Each Portfolio shall bear all expenses of its operation, except those specifically allocated to the Administrator under this Agreement or under any separate agreement between such Portfolio and the Administrator. Expenses to be borne by such Portfolio shall include both expenses directly attributable to the operation of that Portfolio and the offering of its shares, as well as the portion of any expenses of the Trust that is properly allocable to such Portfolio in a manner approved by the trustees of the Trust ("Trustees"). (The allocation of such expenses among the classes of a Series, on either a class specific or pro rata basis, shall be made in accordance with the Trust's 18f-3 Plan.) Subject to any separate agreement or arrangement between the Trust or a Portfolio and the Administrator, the expenses hereby allocated to each Portfolio, and not to the Administrator, include, but are not limited to:

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2.2.1. Custody. All charges of depositories, custodians, and other agents for the transfer, receipt, safekeeping, and servicing of its cash, securities, and other property;

2.2.2. Shareholder Servicing. All expenses of maintaining and servicing shareholder accounts, including, but not limited to, the charges of any shareholder servicing agent, dividend disbursing agent or other agent (other than the Administrator hereunder) engaged by a Portfolio to service shareholder accounts;

2.2.3. Shareholder Reports. All expenses of preparing, setting in type, printing and distributing reports and other communications to shareholders of a Portfolio;

2.2.4. Prospectuses. All expenses of preparing, setting in type, printing and mailing annual or more frequent revisions of a Portfolio's Prospectus and SAI and any supplements thereto and of supplying them to shareholders of the Portfolio and Account holders;

2.2.5. Pricing and Portfolio Valuation. All expenses of computing a Portfolio's net asset value ("NAV") per share, including any equipment or services obtained for the purpose of pricing shares or valuing the Portfolio's investment portfolio;

2.2.6. Communications. All charges for equipment or services used for communications between the Administrator or the Portfolio and any custodian, shareholder servicing agent, portfolio accounting services agent, or other agent engaged by a Portfolio;

2.2.7. Legal and Accounting Fees. All charges for services and expenses of a Portfolio's legal counsel and independent auditors;

2.2.8. Trustees' Fees and Expenses. All compensation of Trustees other than those affiliated with the Administrator, all expenses incurred in connection with such unaffiliated Trustees' services as Trustees, and all other expenses of meetings of the Trustees or committees thereof;

2.2.9. Shareholder Meetings. All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitation therefor;

2.2.10. Federal Registration Fees. All fees and expenses of registering and maintaining the registration of the Trust and each Portfolio under the 1940 Act and the registration of each Portfolio's shares under the Securities Act of 1933 (the "1933 Act"), including all fees and expenses incurred in connection with the preparation, setting in type, printing, and filing of any Registration Statement, Prospectus and SAI under the 1933 Act or the 1940 Act, and any amendments or supplements that may be made from time to time;

2.2.11. State Registration Fees. All fees and expenses of qualifying and maintaining the qualification of the Trust and each Portfolio and of each Portfolio's shares for sale under securities laws of various states or jurisdictions, and of

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registration and qualification of each Portfolio under all other laws applicable to a Portfolio or its business activities (including registering the Portfolio as a broker-dealer, or any officer of the Portfolio or any person as agent or salesman of the Portfolio in any state);

2.2.12. Share Certificates. All expenses of preparing and transmitting a Portfolio's share certificates, if any;

2.2.13. Confirmations. All expenses incurred in connection with the issue and transfer of a Portfolio's shares, including the expenses of confirming all share transactions;

2.2.14. Bonding and Insurance. All expenses of bond, liability, and other insurance coverage required by law or regulation or deemed advisable by the Trustees, including, without limitation, such bond, liability and other insurance expense that may from time to time be allocated to the Portfolio in a manner approved by the Trustees;

2.2.15. Brokerage Commissions. All brokers' commissions and other charges incident to the purchase, sale or lending of a Portfolio's securities;

2.2.16. Taxes. All taxes or governmental fees payable by or with respect to a Portfolio to federal, state or other governmental agencies, domestic or foreign, including stamp or other transfer taxes;

2.2.17. Trade Association Fees. Its proportionate share of all fees, dues and other expenses incurred in connection with the Trust's membership in any trade association or other investment organization;

2.2.18. Nonrecurring and Extraordinary Expenses. Such nonrecurring and extraordinary expenses as may arise, including the costs of actions, suits, or proceedings to which the Portfolio is a party and the expenses a Portfolio may incur as a result of its legal obligation to provide indemnification to the Trust's officers, Trustees and agents;

2.2.19. Organizational Expenses. All organizational expenses of each Portfolio paid or assessed by the Administrator, which such Portfolio shall reimburse to the Administrator at such time or times and subject to such condition or conditions as shall be specified in the Prospectus and SAI pursuant to which such Portfolio makes the initial public offering of its shares; and

2.2.20. Investment Advisory Services. Any fees and expenses for investment advisory services that may be incurred or contracted for by a Portfolio.

3. Administration Fee.

3.1. Fee. As compensation for all services rendered, facilities provided and expenses paid or assumed by the Administrator to or for each Portfolio or its Class I Shares under this Agreement, the Class I Shares of such Portfolio shall pay the Administrator an annual fee as set out in Schedule B to this Agreement.

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3.2. Computation and Payment of Fee. The administration fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accruals for each Portfolio shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual administration fee rate (as set forth in Schedule B hereto), and multiplying this product by the NAV of the Class I Shares of such Portfolio, determined in the manner set forth in such Portfolio's then-current Class I Shares Prospectus, as of the close of business on the last preceding business day on which such Portfolio's Class I Shares NAV was determined.

4. Ownership of Records. All records required to be maintained and preserved by each Portfolio pursuant to the provisions or rules or regulations of the Securities and Exchange Commission ("SEC") under section 31(a) of the 1940 Act and maintained and preserved by the Administrator on behalf of such Portfolio are the property of such Portfolio and shall be surrendered by the Administrator promptly on request by the Portfolio; provided, that the Administrator may at its own expense make and retain copies of any such records.

5. Reports to Administrator. Each Portfolio shall furnish or otherwise make available to the Administrator such copies of that Portfolio's Class I Shares Prospectus, SAI, financial statements, proxy statements, reports, and other information relating to its business and affairs as the Administrator may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.

6. Reports to each Portfolio. The Administrator shall prepare and furnish to each Portfolio such reports, statistical data and other information in such form and at such intervals as such Portfolio may reasonably request.

7. Ownership of Software and Related Materials. All computer programs, written procedures and similar items developed or acquired and used by the Administrator in performing its obligations under this Agreement shall be the property of the Administrator, and no Portfolio will acquire any ownership interest therein or property rights with respect thereto.

8. Confidentiality. The Administrator agrees, on its own behalf and on behalf of its employees, agents and contractors, to keep confidential any and all records maintained and other information obtained hereunder which relate to any Portfolio or to any of a Portfolio's former, current or prospective shareholders, except that the Administrator may deliver records or divulge information (a) when requested to do so by duly constituted authorities after prior notification to and approval in writing by such Portfolio (which approval will not be unreasonably withheld and may not be withheld by such Portfolio where the Administrator advises such Portfolio that it may be exposed to civil or criminal contempt proceedings or other penalties for failure to comply with such request) or (b) whenever requested in writing to do so by such Portfolio.

9. The Administrator's Actions in Reliance on Portfolios' Instructions, Legal Opinions, Etc.; Portfolios' Compliance with Laws.

9.1. The Administrator may at any time apply to an officer of the Trust for instructions, and may consult with legal counsel for a Portfolio or with the Administrator's

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own legal counsel, in respect of any matter arising in connection with this Agreement; and the Administrator shall not be liable for any action taken or omitted to be taken in good faith and with due care in accordance with such instructions or with the advice or opinion of such legal counsel. The Administrator shall be protected in acting upon any such instructions, advice or opinion and upon any other paper or document delivered by a Portfolio or such legal counsel which the Administrator believes to be genuine and to have been signed by the proper person or persons, and the Administrator shall not be held to have notice of any change of status or authority of any officer or representative of the Trust, until receipt of written notice thereof from the Portfolio.

9.2. Except as otherwise provided in this Agreement or in any separate agreement between the parties and except for the accuracy of information furnished to each Portfolio by the Administrator, each Portfolio assumes full responsibility for the preparation, contents, filing and distribution of its Class I Shares Prospectus and SAI, and full responsibility for other documents or actions required for compliance with all applicable requirements of the 1940 Act, the Securities Exchange Act of 1934, the 1933 Act, and any other applicable laws, rules and regulations of governmental authorities having jurisdiction over such Portfolio.

10. Services to Other Clients. Nothing herein contained shall limit the freedom of the Administrator or any affiliated person of the Administrator to render administrative or shareholder services to other investment companies, to act as administrator to other persons, firms, or corporations, or to engage in other business activities.

11. Limitation of Liability Regarding the Trust. The Administrator shall look only to the assets of each Portfolio for performance of this Agreement by the Trust on behalf of such Portfolio, and neither the Trustees of the Trust nor any of the Trust's officers, employees or agents, whether past, present or future shall be personally liable therefor.

12. Indemnification by Portfolio. Each Portfolio shall indemnify the Administrator and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by the Administrator that result from: (i) any claim, action, suit or proceeding in connection with the Administrator's entry into or performance of this Agreement with respect to such Portfolio; or (ii) any action taken or omission to act committed by the Administrator in the performance of its obligations hereunder with respect to such Portfolio; or (iii) any action of the Administrator upon instructions believed in good faith by it to have been executed by a duly authorized officer or representative of the Trust with respect to such Portfolio; provided, that the Administrator shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of the Administrator or its employees, agents or contractors. Before confessing any claim against it which may be subject to indemnification by a Portfolio hereunder, the Administrator shall give such Portfolio reasonable opportunity to defend against such claim in its own name or in the name of the Administrator.

13. Indemnification by the Administrator. The Administrator shall indemnify each Portfolio and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys' fees and expenses, incurred by such Portfolio which result from (i) the Administrator's failure to comply with the terms of this Agreement with respect to such

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Portfolio; or (ii) the Administrator's lack of good faith in performing its obligations hereunder with respect to such Portfolio; or (iii) the Administrator's negligence or misconduct or its employees, agents or contractors in connection herewith with respect to such Portfolio. A Portfolio shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of that Portfolio or its employees, agents or contractors other than the Administrator unless such negligence or misconduct results from or is accompanied by negligence or misconduct on the part of the Administrator, any affiliated person of the Administrator, or any affiliated person of an affiliated person of the Administrator. Before confessing any claim against it which may be subject to indemnification hereunder, a Portfolio shall give the Administrator reasonable opportunity to defend against such claim in its own name or in the name of the Trust on behalf of such Portfolio.

14. Effect of Agreement. Nothing herein contained shall be deemed to require the Trust or any Portfolio to take any action contrary to the Trust Instrument or By-laws of the Trust or any applicable law, regulation or order to which it is subject or by which it is bound, or to relieve or deprive the Trustees of their responsibility for and control of the conduct of the business and affairs of the Portfolio or Trust.

15. Term of Agreement. The term of this Agreement shall begin on the date indicated with respect to each Portfolio listed in Schedule A and, unless sooner terminated as hereinafter provided, this Agreement shall remain in effect to the date two years after such execution, unless renewed as hereinafter provided prior to that date. Thereafter, in each case this Agreement shall continue in effect with respect to each Portfolio from year to year, subject to the termination provisions and all other terms and conditions hereof; provided, such continuance with respect to a Portfolio is approved at least annually by vote or written consent of the Trustees, including a majority of the Trustees who are not interested persons of either party hereto ("Disinterested Trustees"); and provided further, that the Administrator shall not have notified a Portfolio in writing at least sixty days prior to the first expiration date hereof or at least sixty days prior to any expiration date in any year thereafter that it does not desire such continuation. The Administrator shall furnish any Portfolio, promptly upon its request, such information as may reasonably be necessary to evaluate the terms of this Agreement or any extension, renewal or amendment thereof.

16. Amendment or Assignment of Agreement. Any amendment to this Agreement shall be in writing signed by the parties hereto; provided, that no such amendment shall be effective unless authorized on behalf of any Portfolio
(i) by resolution of the Trustees, including the vote or written consent of a majority of the Disinterested Trustees, or (ii) by vote of a majority of the outstanding voting securities of the Class I Shares of such Portfolio. This Agreement shall terminate automatically and immediately in the event of its assignment; provided, that with the consent of a Portfolio, the Administrator may subcontract to another person any of its responsibilities with respect to such Portfolio.

17. Termination of Agreement. This Agreement may be terminated at any time by either party hereto, without the payment of any penalty, upon at least sixty days' prior written notice to the other party; provided, that in the case of termination by any Portfolio, such action shall have been authorized (i) by resolution of the Trustees, including the vote or written

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consent of the Disinterested Trustees, or (ii) by vote of a majority of the outstanding voting securities of the Class I Shares of such Portfolio.

18. Use of Name. Each Portfolio hereby agrees that if the Administrator shall at any time for any reason cease to serve as administrator to a Portfolio, such Portfolio shall, if and when requested by the Administrator, thereafter refrain from using the name "Neuberger Berman" or the initials "NB" in connection with its business or activities, and the foregoing agreement of each Portfolio shall survive any termination of this Agreement and any extension or renewal thereof.

19. Interpretation and Definition of Terms. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such term or provision of the 1940 Act and to interpretation thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the 1940 Act. Specifically, the terms "vote of a majority of the outstanding voting securities," "interested persons," "assignment" and "affiliated person," as used in this Agreement shall have the meanings assigned to them by section 2(a) of the 1940 Act. In addition, when the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is modified, interpreted or relaxed by a rule, regulation or order of the SEC, whether of special or of general application, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

20. Choice of Law. This Agreement is made to be principally performed in the State of New York, and except insofar as the 1940 Act or other federal laws and regulations may be controlling, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York.

21. Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

22. Execution in Counterparts. This Agreement may be executed simultaneously in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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Attest:                                       NEUBERGER BERMAN
                                              ADVISERS MANAGEMENT TRUST


/s/ Claudia A. Brandon                               /s/ Peter E. Sundman
----------------------                               ---------------------
Secretary                                     By:    Peter E. Sundman
                                              Title: President


Attest:                                       NEUBERGER BERMAN
                                              MANAGEMENT INC


/s/ Claudia A. Brandon                               /s/ Robert Conti
----------------------                               ---------------------
Secretary                                     By:    Robert Conti
                                              Title: Senior Vice President

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NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
ADMINISTRATION AGREEMENT
CLASS I SHARES

SCHEDULE A

The Class I Shares of the Portfolios of Neuberger Berman Advisers Management Trust currently subject to this Agreement and the dates such Portfolios were added to this Agreement are as follows:

Balanced Portfolio                                   May 1, 1995
Growth Portfolio                                     May 1, 1995
Lehman Brothers Short Duration Bond Portfolio        May 1, 1995
Partners Portfolio                                   May 1, 1995
Guardian Portfolio                                   October 15, 1997
Mid-Cap Growth Portfolio                             October 15, 1997
Socially Responsive Portfolio                        August 19, 1998
Regency Portfolio                                    May 1, 2001

DATED: May 1, 2007

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NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
ADMINISTRATION AGREEMENT
CLASS I SHARES

SCHEDULE B

Compensation pursuant to Paragraph 3 of the Neuberger Berman Advisers Management Trust Administration Agreement shall be:

(1) The following percentage per annum of the average daily net assets attributable to the Class I Shares of each Portfolio:

Balanced Portfolio                                   0.30%
Growth Portfolio                                     0.30%
Partners Portfolio                                   0.30%
Lehman Brothers Short Duration Bond Portfolio        0.40%
Guardian Portfolio                                   0.30%
Mid-Cap Growth Portfolio                             0.30%
Socially Responsive Portfolio                        0.30%
Regency Portfolio                                    0.30%

(2) Certain out-of-pocket expenses for technology used for shareholder servicing and shareholder communications, subject to the prior approval of an annual budget by the Trust's Board of Trustees, including a majority of those Trustees who are not interested persons of the Trust or of Neuberger Berman Management Inc., and periodic reports to the Board of Trustees on actual expenses.

DATED: May 1, 2007

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Exhibit (h)(3)

ADMINISTRATION AGREEMENT
CLASS S SHARES

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended ("1940 Act"), as an open-end, management investment company and has established several separate series of shares ("Portfolios"), with each Portfolio having its own assets and investment policies;

WHEREAS, each Portfolio has one or more classes of shares of beneficial interest, and one such Class has been designated as Class S ("Class S Shares"); and

WHEREAS, the Trust desires to retain the Administrator to furnish administrative services to the Class S Shares of each Portfolio listed in Schedule A attached hereto, and to the Class S Shares of such other Portfolios of the Trust hereinafter established as agreed to from time to time by the parties, evidenced by an addendum to Schedule A (hereinafter "Portfolio" shall refer to each Portfolio which is subject to this Agreement and all agreements and actions described herein to be made or taken by a Portfolio shall be made or taken by the Trust on behalf of the Portfolio), and the Administrator is willing to furnish such services,

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree as follows:

1. Services of the Administrator.

1.1. Administrative Services. The Administrator shall supervise the business and affairs of each Portfolio and its Class S Shares and shall provide such services required for effective administration of such Portfolio and its Class S Shares as are not provided by employees or other agents engaged by such Portfolio; provided, that the Administrator shall not have any obligation to provide under this Agreement any direct or indirect services to a Portfolio's shareholders, any services related to the distribution of a Portfolio's shares, or any other services that are the subject of a separate agreement or arrangement between a Portfolio and the Administrator. The Administrator can use any of the officers and employees of Neuberger Berman, LLC to provide any of the services or reports required under this agreement. Subject to the foregoing, in providing administrative services hereunder, the Administrator shall:

1.1.1. Office Space, Equipment and Facilities. Furnish without cost to each Portfolio and its Class S Shares, or pay the cost of, such office space, office equipment and office facilities as are adequate for the needs of the Portfolio and its Class S Shares;

1.1.2. Personnel. Provide, without remuneration from or other cost to each Portfolio, the services of individuals competent to perform all of the Portfolio's

executive, administrative and clerical functions of each Portfolio and its Class S Shares that are not performed by employees or other agents engaged by the Portfolios or by the Administrator acting in some other capacity pursuant to a separate agreement or arrangement with the Portfolio;

1.1.6. Reports and Filings. Assist in the preparation of (but not pay for) all periodic reports by each Portfolio or its Class S Shares to shareholders of such Portfolio or Class and all reports and filings required to maintain the registration and qualification of the Portfolio and the Class S Shares, or to meet other regulatory or tax requirements applicable to the Portfolio or its Class S Shares, under federal and state securities and tax laws.

2. Expenses of each Portfolio.

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2.2.1. Custody. All charges of depositories, custodians, and other agents for the transfer, receipt, safekeeping, and servicing of its cash, securities, and other property;

2.2.3. Shareholder Reports. All expenses of preparing, setting in type, printing and distributing reports and other communications to shareholders of a Portfolio;

2.2.7. Legal and Accounting Fees. All charges for services and expenses of a Portfolio's legal counsel and independent auditors;

2.2.9. Shareholder Meetings. All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitation therefor;

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2.2.12. Share Certificates. All expenses of preparing and transmitting a Portfolio's share certificates, if any;

2.2.13. Confirmations. All expenses incurred in connection with the issue and transfer of a Portfolio's shares, including the expenses of confirming all share transactions;

2.2.15. Brokerage Commissions. All brokers' commissions and other charges incident to the purchase, sale or lending of a Portfolio's securities;

2.2.16. Taxes. All taxes or governmental fees payable by or with respect to a Portfolio to federal, state or other governmental agencies, domestic or foreign, including stamp or other transfer taxes;

2.2.20. Investment Advisory Services. Any fees and expenses for investment advisory services that may be incurred or contracted for by a Portfolio.

3. Administration Fee.

3.1. Fee. As compensation for all services rendered,

facilities provided and expenses paid or assumed by the Administrator to or for each Portfolio or its Class S Shares under this Agreement, the Class S Shares of such Portfolio shall pay the Administrator an annual fee as set out in Schedule B to this Agreement.

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3.2. Computation and Payment of Fee. The administration fee shall accrue on each calendar day, and shall be payable monthly on the first business day of the next succeeding calendar month. The daily fee accruals for each Portfolio shall be computed by multiplying the fraction of one divided by the number of days in the calendar year by the applicable annual administration fee rate (as set forth in Schedule B hereto), and multiplying this product by the NAV of the Class S Shares of such Portfolio, determined in the manner set forth in such Portfolio's then-current Class S Shares Prospectus, as of the close of business on the last preceding business day on which such Portfolio's Class S Shares NAV was determined.

5. Reports to Administrator. Each Portfolio shall furnish or otherwise make available to the Administrator such copies of that Portfolio's Class S Shares Prospectus, SAI, financial statements, proxy statements, reports, and other information relating to its business and affairs as the Administrator may, at any time or from time to time, reasonably require in order to discharge its obligations under this Agreement.

9. The Administrator's Actions in Reliance on Portfolios' Instructions, Legal Opinions, Etc.; Portfolios' Compliance with Laws.

9.1. The Administrator may at any time apply to an officer of the Trust for instructions, and may consult with legal counsel for a Portfolio or with the Administrator's

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9.2. Except as otherwise provided in this Agreement or in any separate agreement between the parties and except for the accuracy of information furnished to each Portfolio by the Administrator, each Portfolio assumes full responsibility for the preparation, contents, filing and distribution of its Class S Shares Prospectus and SAI, and full responsibility for other documents or actions required for compliance with all applicable requirements of the 1940 Act, the Securities Exchange Act of 1934, the 1933 Act, and any other applicable laws, rules and regulations of governmental authorities having jurisdiction over such Portfolio.

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16. Amendment or Assignment of Agreement. Any amendment to this Agreement shall be in writing signed by the parties hereto; provided, that no such amendment shall be effective unless authorized on behalf of any Portfolio
(i) by resolution of the Trustees, including the vote or written consent of a majority of the Disinterested Trustees, or (ii) by vote of a majority of the outstanding voting securities of the Class S Shares of such Portfolio. This Agreement shall terminate automatically and immediately in the event of its assignment; provided, that with the consent of a Portfolio, the Administrator may subcontract to another person any of its responsibilities with respect to such Portfolio.

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consent of the Disinterested Trustees, or (ii) by vote of a majority of the outstanding voting securities of the Class S Shares of such Portfolio.

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Attest:                                       NEUBERGER BERMAN
                                              ADVISERS MANAGEMENT TRUST


/s/ Claudia A. Brandon                               /s/ Peter E. Sundman
----------------------                               ---------------------
Secretary                                     By:    Peter E. Sundman
                                              Title: President


Attest:                                       NEUBERGER BERMAN
                                              MANAGEMENT INC


/s/ Claudia A. Brandon                               /s/ Robert Conti
----------------------                               ---------------------
Secretary                                     By:    Robert Conti
                                              Title: Senior Vice President

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NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
ADMINISTRATION AGREEMENT
CLASS S SHARES

SCHEDULE A

The Class S Shares of the Portfolios of Neuberger Berman Advisers Management Trust currently subject to this Agreement and the dates such Portfolios were added to this Agreement are as follows:

Fasciano Portfolio                            November 3, 2003
Guardian Portfolio                            November 3, 2003
International Portfolio                       November 3, 2003
Mid-Cap Growth Portfolio                      November 3, 2003
Real Estate Portfolio                         November 3, 2003
Lehman Brothers High Income Bond Portfolio    June 10, 2004
Regency Portfolio                             December 15, 2004
Socially Responsive Portfolio                 April 28, 2006
International Large Cap Portfolio             August 15, 2006

SCHEDULE B

Compensation pursuant to Paragraph 3 of the Neuberger Berman Advisers Management Trust Administration Agreement shall be:

(1) The following percentage per annum of the average daily net assets attributable to the Class S Shares of each Portfolio:

Fasciano Portfolio                            0.30%
Guardian Portfolio                            0.30%
International Portfolio                       0.30%
Mid-Cap Growth Portfolio                      0.30%
Real Estate Portfolio                         0.30%
Lehman Brothers High Income Bond Portfolio    0.30%
Regency Portfolio                             0.30%
Socially Responsive Portfolio                 0.30%
International Large Cap Portfolio             0.30%

DATED: May 1, 2007

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Exhibit (h)(4)

FUND PARTICIPATION AGREEMENT

THIS AGREEMENT, made as of the ___ day of ___________, 200__, by and between NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST ("TRUST"), NEUBERGER BERMAN MANAGEMENT INC. ("NB MANAGEMENT"), a New York corporation, and _______________________ ("LIFE COMPANY"), a life insurance company organized under the laws of the State of ___________.

WHEREAS, TRUST is registered with the Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended ("40 Act") as an open-end, diversified management investment company; and

WHEREAS, TRUST is organized as a series fund comprised of several portfolios ("Portfolios"), the currently available of which are listed on Appendix A hereto; and

WHEREAS, TRUST was organized to act as the funding vehicle for certain variable life insurance and/or variable annuity contracts ("Variable Contracts") offered by life insurance companies through separate accounts of such life insurance companies ("Participating Insurance Companies") and also offers its shares to certain qualified pension and retirement plans; and

WHEREAS, TRUST has received an order from the SEC, dated May 5,1995 (File No. 812-9164), granting Participating Insurance Companies and their separate accounts exemptions from the provisions of Sections 9(a), 13(a), 15(a) and 15(b) of the '40 Act, and Rules 6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Portfolios of the TRUST to be sold to and held by variable annuity and variable life insurance separate accounts of both affiliated and unaffiliated life insurance companies and certain qualified pension and retirement plans (the "Order"); and

WHEREAS, LIFE COMPANY has established or will establish one or more separate accounts ("Separate Accounts") to offer Variable Contracts and is desirous of having TRUST as one of the underlying funding vehicles for such Variable Contracts; and

WHEREAS, NB MANAGEMENT is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940 and as a broker-dealer under the Securities Exchange Act of 1934, as amended; and

WHEREAS, NB MANAGEMENT is the investment manager and administrator of the Portfolios of the Trust and distributor of the shares of each Portfolio of TRUST; and

WHEREAS, to the extent permitted by applicable insurance laws and regulations, LIFE COMPANY intends to purchase shares of TRUST to fund the aforementioned Variable Contracts and TRUST is authorized to sell such shares to LIFE COMPANY at net asset value;

NOW, THEREFORE, in consideration of their mutual promises, LIFE COMPANY, TRUST, and NB MANAGEMENT agree as follows:

Article I. SALE OF TRUST SHARES

1.1 TRUST agrees to make available to the Separate Accounts of LIFE COMPANY shares of the selected Portfolios as listed in Appendix B for investment of proceeds from Variable Contracts allocated to the designated Separate Accounts, such shares to be offered as provided in TRUST's Prospectus.

1.2 TRUST agrees to sell to LIFE COMPANY those shares of the selected Portfolios of TRUST which LIFE COMPANY orders, executing such orders on a daily basis at the net asset value next computed after receipt by TRUST or its designee of the order for the shares of TRUST. For purposes of this Section 1.2, LIFE COMPANY shall be the designee of TRUST for receipt of such orders from LIFE COMPANY and receipt by such designee shall constitute receipt by TRUST; provided that TRUST receives notice of such order by 9:30 a.m. New York Time on the next following Business Day. "Business Day" shall mean any day on which the New York Stock Exchange is open for trading and on which TRUST calculates its net asset value pursuant to the rules of the SEC.

1.3 TRUST agrees to redeem for cash, on LIFE COMPANY's request, any full or fractional shares of TRUST held by LIFE COMPANY, executing such requests on a daily basis at the net asset value next computed after receipt by TRUST or its designee of the request for redemption. For purposes of this
Section 1.3, LIFE COMPANY shall be the designee of TRUST for receipt of requests for redemption from LIFE COMPANY and receipt by such designee shall constitute receipt by TRUST; provided that TRUST receives notice of such request for redemption by 9:30 a.m. New York time on the next following Business Day.

1.4 TRUST shall furnish, on or before the ex-dividend date, notice to LIFE COMPANY of any income dividends or capital gain distributions payable on the shares of any Portfolio of TRUST. LIFE COMPANY hereby elects to receive all such income dividends and capital gain distributions as are payable on a Portfolio's shares in additional shares of the Portfolio. TRUST shall notify LIFE COMPANY of the number of shares so issued as payment of such dividends and distributions. LIFE COMPANY reserves the right to revoke this election by written notice to the Trust.

1.5 TRUST shall make the net asset value per share for the selected Portfolio(s) available to LIFE COMPANY on a daily basis as soon as reasonably practicable after the net asset value per share is calculated but shall use its best efforts to make such net asset value available by 6:30 p.m. New York time. If TRUST provides LIFE COMPANY with materially incorrect share net asset value information through no fault of LIFE COMPANY, LIFE COMPANY on behalf of the Separate Accounts, shall be entitled to an adjustment to the number of shares purchased or redeemed to reflect the correct share net asset value. Any material error (determined in accordance with SEC guidelines) in the calculation of net asset value per share, dividend or capital gain information shall be reported promptly upon discovery to LIFE COMPANY. In the event that such material error is the result of the Trust's (or its designated agents) gross negligence, the Trust shall also be responsible for any of LIFE COMPANY's administrative or other costs or losses incurred in correcting Variable Contract Owner accounts.

1.6 At the end of each Business Day, LIFE COMPANY shall use the information described in Section 1.5 to calculate Separate Account unit values for the day. Using these unit values, LIFE COMPANY shall process each such business day's Separate Account transactions based on requests and premiums received by it by the time as of which the TRUST calculates its share price as disclosed in the prospectus for the TRUST to determine the net dollar amount of TRUST shares which shall be purchased or redeemed at that day's closing net asset value per share. The net share purchase or redemption orders so determined shall be transmitted to TRUST by LIFE COMPANY by 9:30 a.m. New York Time on the Business Day next following LIFE COMPANY's receipt of such requests and premiums in accordance with the terms of Sections 1.2 and 1.3 hereof.

1.7 If LIFE COMPANY's order requests the net purchase of TRUST shares, LIFE COMPANY shall pay for such purchase by wiring federal funds to TRUST or its designated custodial account on the day the order is actually transmitted by LIFE COMPANY by 3:00 p.m. New York Time. If LIFE COMPANY's order requests a net redemption resulting in a payment of redemption proceeds to LIFE COMPANY, TRUST shall wire the redemption proceeds to LIFE COMPANY on the day the order is actually received by TRUST by 3:00 p.m. New York Time unless doing so would require TRUST to dispose of portfolio securities or otherwise incur additional costs, but in such event, proceeds shall be wired to LIFE COMPANY within seven days and TRUST shall notify the person designated in writing by LIFE COMPANY as the recipient for such notice of such delay by 3:00 p.m. New York Time the same business day that LIFE COMPANY transmits the redemption order to TRUST. If LIFE COMPANY's order requests the application of redemption proceeds from the redemption of shares to the purchase of shares of another fund administered or distributed by NB MANAGEMENT, TRUST shall so apply such proceeds on the same Business Day that LIFE COMPANY transmits such order to TRUST.

1.8 Notwithstanding Section 1.7, TRUST reserves the right to suspend the right of redemption or postpone the date of payment or satisfaction upon redemption consistent with Section 22(e) of the 40 Act and any rules thereunder.

1.9 TRUST agrees that all shares of the Portfolios of TRUST will be sold only to Participating Insurance Companies which have agreed to participate in TRUST to fund their Separate Accounts and/or to certain qualified pension and other retirement plans, all in accordance with the requirements of
Section 817(h) of the Internal Revenue Code of 1986, as amended ("Code") and Treasury Regulation 1.817-5. Shares of the Portfolios of TRUST will not be sold directly to the general public.

1.10 TRUST may refuse to sell shares of any Portfolio to any person, or suspend or terminate the offering of the shares of any Portfolio if such action is required by law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Board of Trustees of TRUST, acting in good faith and in light of its fiduciary duties under federal and any applicable state laws, deemed necessary and in the best interests of the shareholders of such Portfolios.

Article II. REPRESENTATIONS AND WARRANTIES

2.1 LIFE COMPANY represents and warrants that it is an insurance company duly organized and in good standing under the laws of _______________ and that it has legally and validly established each Separate Account as a segregated asset account under such laws, and that ________________________, the principal underwriter for the Variable Contracts, is registered as a broker-dealer under the Securities Exchange Act of 1934.

2.2 LIFE COMPANY represents and warrants that it has registered or, prior to any issuance or sale of the Variable Contracts, will register each Separate Account as a unit investment trust ("UIT") in accordance with the provisions of the '40 Act and cause each Separate Account to remain so registered to serve as a segregated asset account for the Variable Contracts, unless an exemption from registration is available.

2.3 LIFE COMPANY represents and warrants that the Variable Contracts will be registered under the Securities Act of 1933 (the "`33 Act") unless an exemption from registration is available prior to any issuance or sale of the Variable Contracts and that the Variable Contracts will be issued and sold in compliance in all material respects with all applicable federal and state laws and further that the sale of the Variable Contracts shall comply in all material respects with state insurance law suitability requirements.

2.4 LIFE COMPANY represents and warrants that the Variable Contracts are currently and at the time of issuance will be treated as life insurance, endowment or annuity contracts under applicable provisions of the Code, that it will maintain such treatment and that it will notify TRUST immediately upon having a reasonable basis for believing that the Variable Contracts have ceased to be so treated or that they might not be so treated in the future.

2.5 LIFE COMPANY represents and warrants that it shall deliver such prospectuses, statements of additional information, proxy statements and periodic reports of the Trust as required to be delivered under applicable federal or state law and interpretations of federal and state securities regulators thereunder in connection with the offer, sale or acquisition of the Variable Contracts.

2.6 TRUST represents and warrants that the Portfolio shares offered and sold pursuant to this Agreement will be registered under the '33 Act and sold in accordance with all applicable federal and state laws, and TRUST shall be registered under the '40 Act prior to and at the time of any issuance or sale of such shares. TRUST shall amend its registration statement under the '33 Act and the '40 Act from time to time as required in order to effect the continuous offering of its shares. TRUST shall register and qualify its shares for sale in accordance with the laws of the various states to the extent necessary to perform its obligations under this Agreement.

2.7 TRUST represents and warrants that each Portfolio currently complies, and will continue to comply with the diversification requirements set forth in Section 817(h) of the Code, and the rules and regulations thereunder, including without limitation Treasury Regulation 1.817-5 (or any successor or similar provisions), and will notify LIFE COMPANY immediately upon having a reasonable basis for believing any Portfolio has ceased to comply or might not so comply and will immediately take all reasonable steps to adequately diversify the Portfolio to achieve compliance within the grace period afforded by Regulation 1.817-5.

2.8 TRUST represents and warrants that each Portfolio invested in by the Separate Account is currently qualified as a "regulated investment company" under Subchapter M of the Code, that it will maintain such qualification under Subchapter M (or any successor or similar provisions) and will notify LIFE COMPANY immediately upon having a reasonable basis for believing any Portfolio has ceased to so qualify or might not so qualify in the future.

2.9 LIFE COMPANY hereby consents to the use by TRUST of the name and telephone number of LIFE COMPANY and to the reference by TRUST to the relationship between LIFE COMPANY and TRUST as part of an informational page on TRUST'S site on the World Wide Web portion of the Internet. The LIFE COMPANY hereby further consents to TRUST'S establishing a link between TRUST'S site and LIFE COMPANY's site from the same place that LIFE COMPANY is listed on TRUST'S site as described in the preceding sentence.

2.10 The Trust represents that to the extent that it decides to finance distribution expenses pursuant to Rule 12b-1 under the 1940 Act, it will have a board of trustees, a majority of whom are not interested persons of the Trust, to formulate and approve any plan under Rule 12b-1 to finance distribution expenses.

2.11 The Trust represents that the Trust's investment policies, fees and expenses are and shall at all times remain in compliance with the laws of the State of Delaware and the Trust represents that its respective operations are and shall at all times remain in material compliance with the laws of the State of Delaware to the extent required to perform this Agreement.

2.12 The Trust represents that it is lawfully organized and validly existing under the laws of the State of Delaware and that it does and will comply in all material respects with the 1940 Act.

2.13 NB Management represents and warrants that it is a member in good standing of the NASD and is registered as a broker-dealer with the SEC. NB Management further represents that it will sell and distribute the Trust's share in accordance with the laws of the State of Delaware and any applicable state and federal securities law.

2.14 The Trust represents and warrants that its directors, officers, employees dealing with the money and/or securities of the Trust are and shall continue to be at all times covered by a blanket fidelity bond or similar coverage for the benefit of the Trust in an amount not less than the minimum coverage as required by Rule 17g-(1) under the 1940 Act or related provisions as may be promulgated from time to time. The aforesaid blanket fidelity bond shall include coverage for larceny and embezzlement and shall be issued by a reputable bonding company.

2.15 NB Management represents and warrants that it is registered as an investment adviser and shall remain duly registered under all applicable federal and state securities laws and that it shall perform its obligations for the Trust in compliance in all material respects with the laws of the State of Delaware and any applicable state and federal securities laws.

2.16 Each party represents and warrants that the execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate, partnership or trust action, as applicable, by such party, and, when so executed and delivered, this Agreement will be the valid and binding obligation of such party enforceable in accordance with its terms.

2.17 LIFE COMPANY represents and warrants that all orders for the purchase and sale of TRUST shares submitted to the TRUST (or counted by LIFE COMPANY in submitting a net order under Section 1.6 of the Agreement) for execution at a price based on the net asset value per share ("NAV") of the Trust's Portfolios next computed after receipt by LIFE COMPANY on a particular Business day, will have been received in good order by LIFE COMPANY prior to the time as of which the TRUST calculates its NAV on that Business Day, as disclosed in the prospectus for the pertinent Portfolio (the "trading deadline"), in accordance with Rule 22c-1 under the 1940 Act (subject only to exceptions as permitted under Rule 22c-1(c) under the 1940 Act, respecting initial purchase payments on variable annuity contracts, and to the established administrative procedures of LIFE COMPANY as described under Rule 6e-3(T), paragraph
(b)(12)(iii) under the 1940 Act respecting premium processing for variable life insurance contracts).

2.18 In the prospectus for the Portfolios, the TRUST reserves the right to reject an investment or exchange order or to withdrawal the exchange privilege from any investor that NB MANAGEMENT believes is trying to "time the market" or is otherwise making exchanges that Neuberger Berman Management Inc. believes to be excessive (collectively, these practices are referred to herein as "excessive short-term trading"). The Trust prospectus also discloses, and NB MANAGEMENT and LIFE COMPANY acknowledge, that frequent exchanges can interfere with fund management and affect costs and performance for other shareholders. Accordingly, LIFE COMPANY agrees that it will cooperate with NB MANAGEMENT and the TRUST, by taking steps acceptable to NB MANAGEMENT and the TRUST to prevent its contract owners from excessive short-term trading in any Portfolio of the TRUST, which may include any one or more of the following measures: (i) by providing information, upon reasonable request, to NB MANAGEMENT and the TRUST, about cash flows into and out of any of the Portfolios from the separate accounts of LIFE COMPANY; (ii) by providing information, upon reasonable request, to NB MANAGEMENT and the TRUST, about any policies and procedures that LIFE COMPANY employs respecting frequent transfers of contract value among sub-accounts of the Separate Accounts, and about compliance with any such policies and procedures; (iii) by providing information, upon reasonable request, to NB MANAGEMENT and the TRUST respecting Variable Contract owner transactions, holdings and other information pertinent to the prevention of excessive short-term trading (although NB MANAGEMENT and TRUST acknowledge that such information need not include information that would identify owners

of the Variable Contracts); (iv) by taking steps necessary, upon reasonable request of NB MANAGEMENT or the TRUST, to eliminate or prevent excessive short-term trading, including, but not limited to, restricting or withdrawing exchange privileges from Variable Contract owners that engage in excessive short-term trading to the extent permitted under applicable law and the terms of the Variable Contracts, and/or restricting and/or withdrawing a Variable Contract owner's ability to make exchanges through automated means such as telephone, fax, or internet transmission; and (v) by assessing and collecting any redemption fee that may be adopted by the TRUST with respect to any Portfolio, either to comply with SEC rules or in accordance with any such determination made by the TRUST'S Board of Trustees.

2.19 LIFE COMPANY will, upon reasonable request, certify to the TRUST and NB MANAGEMENT that LIFE COMPANY is in compliance with Items 2.17 and/or 2.18 above.

Article III. PROSPECTUS AND PROXY STATEMENTS

3.1 TRUST shall prepare and be responsible for filing with the SEC and any state regulators requiring such filing all shareholder reports, notices, proxy materials (or similar materials such as voting instruction solicitation materials), prospectuses and statements of additional information of TRUST. TRUST shall bear the costs of registration and qualification of shares of the Portfolios, preparation and filing of the documents listed in this Section 3.1 and all taxes to which an issuer is subject on the issuance and transfer of its shares.

3.2 TRUST will bear the printing costs (or duplicating costs with respect to the statement of additional information) and mailing costs associated with the delivery of the following TRUST (or individual Portfolio) documents, and any supplements thereto, to existing Variable Contract owners of LIFE COMPANY (regardless of whether such documents are printed together with, or separate from, the documents for other trusts in the Variable Contracts):

(i) prospectuses and statements of additional information;

(ii) annual and semi-annual reports; and

(iii) proxy materials (including, but not limited to, the proxy cards, notice and statement, as well as the costs associated with tabulating votes).

LIFE COMPANY will submit any bills for printing, duplicating and/or mailing costs, relating to the TRUST documents described above, to TRUST for reimbursement by TRUST. LIFE COMPANY shall monitor such costs and shall use its best efforts to control these costs. LIFE COMPANY will provide TRUST on a semi-annual basis, or more frequently as reasonably requested by TRUST, with a current tabulation of the number of existing Variable Contract owners of LIFE COMPANY whose Variable Contract values are invested in TRUST. This tabulation will be sent to TRUST in the form of a letter signed by a duly authorized officer of LIFE COMPANY attesting to the accuracy of the information contained in the letter. If requested by LIFE COMPANY, the TRUST shall provide such documentation (including a final copy of the TRUST's prospectus as set in type or in camera-ready copy) and other assistance as is reasonably necessary in order for LIFE COMPANY to print together in one document the current prospectus for the Variable Contracts issued by LIFE COMPANY and the current prospectus for the TRUST. Should LIFE COMPANY wish to print any of these documents in a format different from that provided by TRUST, LIFE COMPANY shall provide Trust with sixty (60) days' prior written notice and LIFE COMPANY shall bear the cost associated with any format change.

3.3 TRUST will provide, at its expense, LIFE COMPANY with the following TRUST (or individual Portfolio) documents, and any supplements thereto, with respect to prospective Variable Contract owners of LIFE COMPANY:

(i) camera-ready copy of the current prospectus for printing by the LIFE COMPANY;

(ii) a copy of the statement of additional information suitable for duplication;

(iii) camera-ready copy of proxy material suitable for printing; and

(iv) camera-ready copy of the annual and semi-annual reports for printing by the LIFE COMPANY.

3.4 TRUST will provide LIFE COMPANY with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to the Portfolios promptly after the filing of each such document with the SEC or other regulatory authority. LIFE COMPANY will provide TRUST with at least one complete copy of all prospectuses, statements of additional information, annual and semi-annual reports, proxy statements, exemptive applications and all amendments or supplements to any of the above that relate to a Separate Account promptly after the filing of each such document with the SEC or other regulatory authority.

3.5 LIFE COMPANY agrees that it will cooperate with NB MANAGEMENT and the TRUST by providing to NB MANAGEMENT and the TRUST, within thirty (30) days prior to any deadline imposed by applicable laws, rules or regulations, information regarding shares sold and redeemed and whether the Separate Accounts are registered or unregistered under the '40 Act and any other information pertinent to enabling NB MANAGEMENT and the TRUST to pay registration or other fees with respect to the TRUST shares sold during the fiscal year in accordance with Rule 24f-2 or to register and qualify TRUST shares under any applicable laws, rules or regulations in a timely manner.

Article IV. SALES MATERIALS; PRIVACY

4.1 LIFE COMPANY will furnish, or will cause to be furnished, to TRUST and NB MANAGEMENT, each piece of sales literature or other promotional material in which TRUST or NB MANAGEMENT is named, at least five (5) Business Days prior to its intended use. No such material will be used if TRUST or NB MANAGEMENT objects to its use in writing within five (5) Business Days after receipt of such material.

4.2 TRUST and NB MANAGEMENT will furnish, or will cause to be furnished, to LIFE COMPANY, each piece of sales literature or other promotional material in which LIFE COMPANY or its Separate Accounts are named, at least five
(5) Business Days prior to its intended use. No such material will be used if LIFE COMPANY objects to its use in writing within five (5) Business Days after receipt of such material.

4.3 TRUST and its affiliates and agents shall not give any information or make any representations on behalf of LIFE COMPANY or concerning LIFE COMPANY, the Separate Accounts, or the Variable Contracts issued by LIFE COMPANY, other than the information or representations contained in a registration statement or prospectus for such Variable Contracts, as such registration statement and prospectus may be amended or supplemented from time to time, or in reports of the Separate Accounts or reports prepared for distribution to owners of such Variable Contracts, or in sales literature or other promotional material approved by LIFE COMPANY or its designee, except with the written permission of LIFE COMPANY.

4.4 LIFE COMPANY and its affiliates and agents shall not give any information or make any representations on behalf of TRUST or concerning TRUST other than the information or representations contained in a registration statement or prospectus for TRUST, as such registration statement and prospectus may be amended or supplemented from time to time, or in sales literature or other promotional material approved by TRUST or its designee, except with the written permission of TRUST.

4.5 For purposes of this Agreement, the phrase "sales literature or other promotional material" or words of similar import include, without limitation, advertisements (such as material published, or designed for use, in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures or other public media), sales literature (such as any written communication distributed or made generally available to customers or the public, including brochures, circulars, research reports, market letters, form letters, seminar texts, or reprints or excerpts of any other advertisement, sales literature, or published article), educational or training materials or other communications distributed or made generally available to some or all agents or employees, registration statements, prospectuses, statements of additional information, shareholder reports and proxy materials, and any other material constituting sales literature or advertising under National Association of Securities Dealers, Inc. rules, the '40 Act or the '33 Act.

4.6 Subject to law and regulatory authority, each party hereto shall treat as confidential all information pertaining to the owners of the Variable Contracts and all information reasonably identified as confidential in writing by any other party hereto and, except as permitted by this Agreement, shall not disclose, disseminate or utilize such names and addresses and other confidential information until such time as it may come into the public domain without the express written consent of the affected party. Each party hereto shall be solely responsible for the compliance of their officers, directors, employees, agents, independent contractors, and any affiliated and non-affiliated third parties with all applicable privacy-related laws and regulations including but not limited to the Gramm-Leach-Bliley Act and Regulation S-P. The provisions of this Section 4.6 shall survive the termination of this Agreement.

Article V. POTENTIAL CONFLICTS

5.1 The Board of Trustees of TRUST (the "Board") will monitor TRUST for the existence of any material irreconcilable conflict between the interests of the Variable Contract owners of Participating Insurance Company Separate Accounts investing in the TRUST. A material irreconcilable conflict may arise for a variety of reasons, including: (a) state insurance regulatory authority action; (b) a change in applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling, or any similar action by insurance, tax, or securities regulatory authorities;

(c) an administrative or judicial decision in any relevant proceeding; (d) the manner in which the investments of the TRUST are being managed; (e) a difference in voting instructions given by variable annuity and variable life insurance contract owners or by contract owners of different Participating Insurance Companies; or (f) a decision by a Participating Insurance Company to disregard voting instructions of Variable Contract owners.

5.2 LIFE COMPANY will report any potential or existing conflicts to the Board. LIFE COMPANY will be responsible for assisting the Board in carrying out its responsibilities under the Conditions set forth in the notice issued by the SEC for the TRUST on April 12, 1995 (the "Notice") (Investment Company Act Release No. 21003), , by providing the Board with all information reasonably necessary for it to consider any issues raised. This responsibility includes, but is not limited to, an obligation by LIFE COMPANY to inform the Board whenever Variable Contract owner voting instructions are disregarded by LIFE COMPANY. These responsibilities will be carried out with a view only to the interests of the Variable Contract owners.

5.3 If a majority of the Board or a majority of its disinterested trustees determines that a material irreconcilable conflict exists, affecting the LIFE COMPANY, LIFE COMPANY, at its expense and to the extent reasonably practicable (as determined by a majority of disinterested trustees), will take any steps necessary to remedy or eliminate the irreconcilable material conflict, including: (a) withdrawing the assets allocable to some or all of the Separate Accounts from the TRUST or any Portfolio thereof and reinvesting those assets in a different investment medium, which may include another Portfolio of TRUST or another investment company or submitting the question as to whether such segregation should be implemented to a vote of all affected Variable Contract owners and, as appropriate, segregating the assets of any appropriate group (i.e., Variable Contract owners of one or more Participating Insurance Companies) that votes in favor of such segregation, or offering to the affected Variable Contract owners the option of making such a change; and (b) establishing a new registered management investment company or managed separate account. If a material irreconcilable conflict arises because of LIFE COMPANY's decision to disregard Variable Contract owner voting instructions, and that decision represents a minority position or would preclude a majority vote, LIFE COMPANY may be required, at the election of the TRUST, to withdraw its Separate Account's investment in the TRUST, and no charge or penalty will be imposed as a result of such withdrawal. The responsibility to take such remedial action shall be carried out with a view only to the interests of the Variable Contract owners.

For the purposes of this Section 5.3, a majority of the disinterested members of the Board shall determine whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will the TRUST or NB MANAGEMENT (or any other investment adviser of the

TRUST) be required to establish a new funding medium for any Variable Contract. Further, LIFE COMPANY shall not be required by this Section 5.3 to establish a new funding medium for any Variable Contract if any offer to do so has been declined by a vote of a majority of Variable Contract owners materially affected by the irreconcilable material conflict.

5.4 The Board's determination of the existence of a material irreconcilable conflict and its implications shall be made known promptly and in writing to LIFE COMPANY.

5.5 No less than annually, LIFE COMPANY shall submit to the Board such reports, materials or data as the Board may reasonably request so that the Board may fully carry out the obligations imposed upon it by these Conditions. Such reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.

Article VI. VOTING

6.1 LIFE COMPANY will provide pass-through voting privileges to all Variable Contract owners so long as the SEC continues to interpret the '40 Act as requiring pass-through voting privileges for Variable Contract owners. Accordingly, LIFE COMPANY, where applicable, will vote shares of TRUST held by its Separate Accounts in a manner consistent with voting instructions timely received from its Variable Contract owners. LIFE COMPANY shall vote shares for which it has not received timely voting instructions, as well as shares it owns, in the same proportion as it votes those shares for which it has received voting instructions.

6.2 If and to the extent Rule 6e-2 and Rule 6e-3(T) are amended, or Rule 6e-3 is adopted, to provide exemptive relief from any provision of the '40 Act or the rules thereunder with respect to mixed and shared funding on terms and conditions materially different from any exemptions granted in the Order, then TRUST and/or LIFE COMPANY, as appropriate, shall take such steps as may be necessary to comply with Rule 6e-2 and Rule 6e-3(T), as amended, and Rule 6e-3, as adopted, to the extent such Rules are applicable.

Article VII. INDEMNIFICATION

7.1 Indemnification by LIFE COMPANY. LIFE COMPANY agrees to indemnify and hold harmless TRUST and NB MANAGEMENT and each of their Trustees, directors, officers, employees and agents and each person, if any, who controls TRUST or NB MANAGEMENT within the meaning of Section 15 of the '33 Act
(collectively, the "Indemnified Parties" for purposes of this Article VII) against any and all losses, claims, damages, liabilities (including amounts paid in settlement

with the written consent of LIFE COMPANY, which consent shall not be unreasonably withheld) or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

(a) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the Registration Statement, prospectus, or sales literature for the Variable Contracts or contained in the Variable Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY by or on behalf of TRUST for use in the registration statement, prospectus or sales literature for the Variable Contracts or in the Variable Contracts (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or TRUST shares; or

(b) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature of TRUST not supplied by LIFE COMPANY, or persons under its control) or wrongful conduct of LIFE COMPANY or any of its directors, officers, employees or agents, with respect to the sale or distribution of the Variable Contracts or TRUST shares; or

(c) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature of TRUST or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to TRUST for inclusion therein by or on behalf of LIFE COMPANY; or

(d) arise as a result of any failure by LIFE COMPANY to substantially provide the services and furnish the materials under the terms of this Agreement; or

(e) arise out of or result from any material breach of any representation and/or warranty made by LIFE COMPANY in this Agreement or arise out of or result from any other material breach of this Agreement by LIFE COMPANY.

7.2 LIFE COMPANY shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party as such may arise from such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations or duties under this Agreement or to TRUST, whichever is applicable.

7.3 LIFE COMPANY shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified LIFE COMPANY in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify LIFE COMPANY of any such claim shall not relieve LIFE COMPANY from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against an Indemnified Party, LIFE COMPANY shall be entitled to participate at its own expense in the defense of such action. LIFE COMPANY also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from LIFE COMPANY to such party of LIFE COMPANY's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and LIFE COMPANY will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

7.4 Indemnification by NB MANAGEMENT. NB MANAGEMENT agrees to indemnify and hold harmless LIFE COMPANY and each of its directors, officers, employees, and agents and each person, if any, who controls LIFE COMPANY within the meaning of Section 15 of the '33 Act (collectively, the "Indemnified Parties" for the purposes of this Article VII) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of NB MANAGEMENT which consent shall not be unreasonably withheld) or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, or regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements:

(a) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement, prospectus or sales literature of TRUST (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to NB MANAGEMENT or TRUST by or on behalf of LIFE COMPANY for use in the registration statement or prospectus for TRUST or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Variable Contracts or TRUST shares; or

(b) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Variable Contracts not supplied by NB MANAGEMENT or persons under its control) or wrongful conduct of TRUST or NB MANAGEMENT or persons under their control, with respect to the sale or distribution of the Variable Contracts or TRUST shares; or

(c) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Variable Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to LIFE COMPANY for inclusion therein by or on behalf of TRUST; or

(d) arise as a result of (i) a failure by TRUST to substantially provide the services and furnish the materials under the terms of this Agreement; or (ii) a failure by a Portfolio(s) invested in by the Separate Account to comply with the diversification requirements of Section 817(h) of the Code; or (iii) a failure by a Portfolio(s) invested in by the Separate Account to qualify as a "regulated investment company" under Subchapter M of the Code; or

(e) arise out of or result from any material breach of any representation and/or warranty made by NB MANAGEMENT or TRUST in this Agreement or arise out of or result from any other material breach of this Agreement by NB MANAGEMENT or TRUST.

7.5 NB MANAGEMENT shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation to which an Indemnified Party would otherwise be subject by reason of such Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of such Indemnified Party's duties or by reason of such Indemnified Party's reckless disregard of obligations and duties under this Agreement or to LIFE COMPANY.

7.6 NB MANAGEMENT shall not be liable under this indemnification provision with respect to any claim made against an Indemnified Party unless such Indemnified Party shall have notified NB MANAGEMENT in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Indemnified Party (or after such Indemnified Party shall have received notice of such service on any designated agent), but failure to notify NB MANAGEMENT of any such claim shall not relieve NB MANAGEMENT from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, NB MANAGEMENT shall be entitled to participate at its own expense in the defense thereof. NB MANAGEMENT also shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to the party named in the action. After notice from NB MANAGEMENT to such party of NB MANAGEMENT's election to assume the defense thereof, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and NB MANAGEMENT will not be liable to such party under this Agreement for any legal or other expenses subsequently incurred by such party independently in connection with the defense thereof other than reasonable costs of investigation.

7.7 The provision of this Article VII shall survive the termination of this Agreement.

Article VIII. TERM; TERMINATION

8.1 This Agreement shall be effective as of the date hereof and shall continue in force until terminated in accordance with the provisions herein.

8.2 This Agreement shall terminate in accordance with the following provisions:

(a) At the option of LIFE COMPANY or TRUST at any time from the date hereof upon 180 days' notice, unless a shorter time is agreed to by the parties;

(b) At the option of LIFE COMPANY, if TRUST shares are not reasonably available to meet the requirements of the Variable Contracts as determined by LIFE COMPANY. Prompt notice of election to terminate shall be furnished by LIFE COMPANY, said termination to be effective ten days after receipt of notice unless TRUST makes available a sufficient number of shares to reasonably meet the requirements of the Variable Contracts within said ten-day period;

(c) At the option of LIFE COMPANY, upon the institution of formal proceedings against TRUST or NB MANAGEMENT by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in LIFE COMPANY's reasonable judgment, materially impair TRUST's or NB MANAGEMENT's ability to meet and perform their respective obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by LIFE COMPANY with said termination to be effective upon receipt of notice;

(d) At the option of TRUST, upon the institution of formal proceedings against LIFE COMPANY by the SEC, the National Association of Securities Dealers, Inc., or any other regulatory body, the expected or anticipated ruling, judgment or outcome of which would, in TRUST's reasonable judgment, materially impair LIFE COMPANY's ability to meet and perform its obligations and duties hereunder. Prompt notice of election to terminate shall be furnished by TRUST with said termination to be effective upon receipt of notice;

(e) At the option of LIFE COMPANY, in the event TRUST's shares are not registered, issued or sold in accordance with applicable state or federal law, or such law precludes the use of such shares as the underlying investment medium of Variable Contracts issued or to be issued by LIFE COMPANY. Termination shall be effective immediately upon notice to TRUST;

(f) At the option of TRUST if the Variable Contracts cease to qualify as annuity contracts or life insurance contracts, as applicable, under the Code, or if TRUST reasonably believes that the Variable Contracts may fail to so qualify. Termination shall be effective upon receipt of notice by LIFE COMPANY;

(g) At the option of LIFE COMPANY, upon TRUST's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of LIFE COMPANY within ten days after written notice of such breach is delivered to TRUST;

(h) At the option of TRUST, upon LIFE COMPANY's breach of any material provision of this Agreement, which breach has not been cured to the satisfaction of TRUST within ten days after written notice of such breach is delivered to LIFE COMPANY;

(i) At the option of TRUST, if the Variable Contracts are not registered, issued or sold in accordance with applicable federal and/or state law. Termination shall be effective immediately upon such occurrence without notice to LIFE COMPANY;

(j) At the option of LIFE COMPANY in the event that any Portfolio ceases to qualify as a Regulated Investment Company under Subchapter M of the Code or under any successor or similar provision, or if LIFE COMPANY reasonably believes that any Portfolio may fail to so qualify. Termination shall be effective immediately upon notice to the TRUST;

(k) At the option of LIFE COMPANY in the event that any Portfolio fails to meet the diversification requirements specified in Article II hereof or if LIFE COMPANY reasonably believes that any Portfolio may fail to meet such diversification requirements. Termination shall be effective immediately upon notice to the TRUST;

(l) In the event this Agreement is assigned without the prior written consent of LIFE COMPANY, TRUST, and NB MANAGEMENT, termination shall be effective immediately upon such occurrence without notice.

8.3 Notwithstanding any termination of this Agreement pursuant to
Section 8.2 hereof, TRUST shall, at the option of the LIFE COMPANY, continue to make available additional TRUST shares, as provided below, for so long as LIFE COMPANY desires pursuant to the terms and conditions of this Agreement, for all Variable Contracts in effect on the effective date of termination of this Agreement (hereinafter referred to as "Existing Contracts"). Specifically, without limitation, if LIFE COMPANY so elects to make additional TRUST shares available, the owners of the Existing Contracts or LIFE COMPANY, whichever shall have legal authority to do so, shall be permitted to reallocate investments in TRUST, redeem investments in TRUST and/or invest in TRUST upon the payment of additional premiums under the Existing Contracts. In the event of a termination of this Agreement pursuant to Section 8.2 hereof, LIFE COMPANY, as promptly as is practicable under the circumstances, shall notify TRUST and NB MANAGEMENT whether LIFE COMPANY elects to continue to make TRUST shares available after such termination. If TRUST shares continue to be made available after such termination, the provisions of this Agreement shall remain in effect.

8.4 Except as necessary to implement Variable Contract owner initiated transactions, or as required by state insurance laws or regulations, LIFE COMPANY shall not redeem the shares attributable to the Variable Contracts (as opposed to the shares attributable to LIFE COMPANY's assets held in the Separate Accounts or invested directly), and LIFE COMPANY shall not prevent Variable Contract owners from allocating payments to a Portfolio that was otherwise available under the Variable Contracts, until thirty (30) days after the LIFE COMPANY shall have notified TRUST of its intention to do so.

Article IX. NOTICES

Any notice hereunder shall be given by registered or certified mail return receipt requested to the other party at the address of such party set forth below or at such other address as such party may from time to time specify in writing to the other party.

If to TRUST or NB MANAGEMENT:

Neuberger Berman Management Inc.
605 Third Avenue
New York, NY 10158-0006
Attention: Ellen Metzger, General Counsel

If to LIFE COMPANY:

Attention: General Counsel

Notice shall be deemed given on the date of receipt by the addressee as evidenced by the return receipt.

Article X. MISCELLANEOUS

10.1 The captions in this Agreement are included for convenience of reference only and in no way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

10.2 This Agreement may be executed simultaneously in two or more counterparts, each of which taken together shall constitute one and the same instrument.

10.3 If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Agreement shall not be affected thereby.

10.4 This Agreement shall be construed and the provisions hereof interpreted under and in accordance with the laws of the State of New York. It shall also be subject to the provisions of the federal securities laws and the rules and regulations thereunder and to any orders of the SEC granting exemptive relief therefrom and the conditions of such orders.

10.5 The parties agree that the assets and liabilities of each Portfolio are separate and distinct from the assets and liabilities of each other Portfolio. No Portfolio shall be liable or shall be charged for any debt, obligation or liability of any other Portfolio. No Trustee, officer or agent shall be personally liable for such debt, obligation or liability of any Portfolio.

10.6 Each party shall cooperate with each other party and all appropriate governmental authorities (including without limitation the SEC, the National Association of Securities Dealers, Inc. and state insurance regulators) and shall permit such authorities reasonable access to its books and records in connection with any investigation or inquiry relating to this Agreement or the transactions contemplated hereby.

10.7 The rights, remedies and obligations contained in this Agreement are cumulative and are in addition to any and all rights, remedies and obligations, at law or in equity, which the parties hereto are entitled to under state and federal laws.

10.8 No provision of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by TRUST, NB MANAGEMENT and the LIFE COMPANY.

IN WITNESS WHEREOF, the parties have caused their duly authorized officers to execute this Fund Participation Agreement as of the date and year first above written.

NEUBERGER BERMAN                           NEUBERGER BERMAN
ADVISERS MANAGEMENT TRUST                  MANAGEMENT INC.

By:                                        By:
       ------------------------------             ------------------------------
Name:                                      Name:
Title:                                     Title:

[LIFE COMPANY]

By:
       ------------------------------
Name:

Title:

APPENDIX A

The currently available Portfolios of the TRUST are:

AMT Fasciano Portfolio - S Class Shares
AMT Focus Portfolio - S Class Shares
AMT Growth Portfolio
AMT Guardian Portfolio - I Class Shares
AMT Guardian Portfolio - S Class Shares
AMT International Portfolio - S Class Shares AMT Mid-Cap Growth Portfolio - I Class Shares AMT Mid-Cap Growth Portfolio - S Class Shares AMT Partners Portfolio
AMT Regency Portfolio - I Class Shares
AMT Regency Portfolio - S Class Shares
AMT Socially Responsive Portfolio
AMT Balanced Portfolio
AMT Lehman Brother Short Duration Bond Portfolio

APPENDIX B

Exhibit (h)(6)

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
605 Third Avenue
New York, New York 10158-0180

May 1, 2007

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

Dear Ladies and Gentlemen:

Each portfolio on Schedule A, as may be amended from time to time, (each a "Portfolio" and collectively, the "Portfolios") is a series of Neuberger Berman Advisers Management Trust, a Delaware business trust ("Trust"). Each Portfolio may have one or more classes of shares of beneficial interest ("Class").

You hereby agree during the respective period noted on Schedule A ("Limitation Period"), to forgo current payment of fees and/or reimburse annual operation expenses of each Portfolio's respective Class as noted on Schedule A (excluding interest, taxes, brokerage commissions and other transactional expenses relating to a Portfolio's assets, and extraordinary expenses of the Portfolio) ("Operating Expenses"), so that the Operating Expenses of each Portfolio's respective Class are limited to the rate per annum, as noted on Schedule A, of that Class' average daily net assets ("Expense Limitation").

Each Portfolio in turn agrees to reimburse you out of assets belonging to the Portfolio (or the Class of such Portfolio, if applicable) for any Operating Expenses of the Portfolio (or Class) in excess of the Expense Limitation paid or assumed by you during the Limitation Period, provided that you would not be entitled to reimbursement for any amount by which such reimbursement would cause the Portfolio's (or, where applicable, the Class of such Portfolio) total Operating Expenses to exceed the annual rate of average net assets specified in Schedule A. And further, provided that no amount will be reimbursed by the Portfolio more than three years after the year in which it was incurred by you. The Trust agrees to furnish or otherwise make available to you such copies of its financial statements, reports, and other information relating to its business and affairs as you may, at any time or from time to time, reasonably request in connection with this agreement.

You understand that you shall look only to the assets of the Portfolio (or, where applicable, the Class of the Portfolio) for performance of this agreement and for payment of any claim you may have hereunder, and neither any other series of the Trust, nor any of the Trust's

trustees, officers, employees, agents or shareholders, whether past, present or future, shall be personally liable therefor.

This agreement is made and to be performed principally in the State of New York, and except insofar as the Investment Company Act of 1940, as amended, or other federal laws and regulations may be controlling, this agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York. Any amendment to this agreement shall be in writing signed by the parties hereto.

If you are in agreement with the foregoing, please sign the form of acceptance on the enclosed counterpart hereof and return the same to us.

Very truly yours,

NEUBERGER BERMAN ADVISERS
MANAGEMENT TRUST

on behalf of the Portfolios

By:    /s/ Peter E. Sundman
       ---------------------
Title: Chairman and CEO

The foregoing agreement is hereby
accepted as of May 1, 2007

NEUBERGER BERMAN MANAGEMENT INC.

By:     /s/ Robert Conti
        ----------------
Title:  Vice President

SCHEDULE A

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

EXPENSE LIMITATION

                                                         (AS A % OF AVERAGE
PORTFOLIO                           LIMITATION PERIOD    DAILY NET ASSETS)
--------------------------------    -----------------    ------------------
Fasciano                            December 31, 2010          1.40%

Guardian (Class S)                  December 31. 2010          1.25%

Lehman Brothers High Income Bond    December 31, 2010          1.10%

International                       December 31, 2010          2.00%

International Large Cap             December 31, 2010          1.30%

Mid-Cap Growth (Class S)            December 31, 2010          1.25%

Real Estate                         December 31, 2010          1.75%

Regency (Class I)                   December 31, 2010          1.50%

Regency (Class S)                   December 31, 2017          1.25%

Socially Responsive (Class I)       December 31, 2010          1.30%

Socially Responsive (Class S)       December 31, 2010          1.17%

Exhibit (i)

[DECHERT LLP LETTERHEAD]

April 30, 2007

Via EDGAR

Neuberger Berman Advisers Management Trust 605 Third Avenue, 2nd Floor
New York, New York 10158-0006

Re: Neuberger Berman Advisers Management Trust File Nos. 2-88566 and 811-4255

Dear Ladies and Gentlemen:

We hereby consent to all references to our firm in Post-Effective Amendment No. 56 to the Registration Statement of Neuberger Berman Advisers Management Trust. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Very truly yours,

/s/ Dechert LLP

Exhibit (j)(1)

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the caption "Financial Highlights" in the Balanced Portfolio Class I Shares, Fasciano Portfolio Class S Shares, Growth Portfolio Class I Shares, Guardian Portfolio Class I and Class S Shares, International Portfolio Class S Shares, Lehman Brothers Short Duration Bond Portfolio (formerly, Limited Maturity Bond Portfolio) Class I Shares, Mid-Cap Growth Portfolio Class I and Class S Shares, Partners Portfolio Class I Shares, Regency Portfolio Class I and Class S Shares and Socially Responsive Portfolio Class I and Class S Shares (ten of the Portfolios of the Neuberger Berman Advisers Management Trust) (collectively the "Portfolios") Prospectuses, and "Independent Registered Public Accounting Firm" and "Financial Statements" for the Portfolios and the Real Estate Portfolio Statement of Additional Information, and to the incorporation by reference in Post-Effective Amendment Number 56 to the Registration Statement (Form N-1A, No. 2-88566) of our report dated February 12, 2007, on the financial statements and financial highlights of the Portfolios, included in the Portfolios' Annual Reports to Shareholders of Neuberger Berman Advisers Management Trust dated December 31, 2006.

                                                           /s/ Ernst & Young LLP


Boston, Massachusetts
April 25, 2007

Exhibit (j)(2)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the references to our firm under the captions "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm" and "Financial Statements" in the Statement of Additional Information in this Post-Effective Amendment to the Registration Statement of Neuberger Berman Advisers Management Trust, and to the incorporation by reference of our report dated February 9, 2007 for the High Income Bond Portfolio, a series of Neuberger Berman Advisers Management Trust included in the December 31, 2006 Annual Reports to Shareholders of Neuberger Berman Advisers Management Trust.

                                                    /s/ TAIT, WELLER & BAKER LLP
Philadelphia, Pennsylvania
April 26, 2007

Exhibit (m)(1)

DISTRIBUTION PLAN
OF NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

1. This Distribution Plan (the Plan), when effective in accordance with its terms, shall be the written plan contemplated by Rule 12b-l under the Investment Company Act of 1940 (the Act) of the series of shares of Neuberger Berman Advisers Management Trust ("Trust") listed in Schedule A hereto (each, a "Portfolio").

2. It is understood that shares of the Trust are offered to life insurance companies for allocation to certain of their variable separate accounts established for the purpose of funding variable annuity contracts and variable life insurance policies and are also offered directly to qualified pension and retirement plans ("Qualified Plans") outside of the separate account context.

3. The Trust has entered into a Distribution Agreement with respect to each Portfolio with Neuberger Berman Management Inc. ("NB Management"), under which NB Management uses all reasonable efforts, consistent with its other business, to secure purchasers for each Portfolio's shares. Under the agreement, NB Management pays the expenses of printing and distributing any prospectuses, reports and other literature used by NB Management, advertising, and other promotional activities, all in connection with the offering of shares of each Portfolio for sale. It is understood that NB Management may reimburse itself for these expenses from any source available to it, including administration fees paid to it by a Portfolio.

4. No Portfolio will make separate payments as a result of this Plan to NB Management, Neuberger Berman, L.L.C., or any other party, it being recognized that each Portfolio presently pays, and will continue to pay, an administration fee to NB Management. To the extent that any payments made by a Portfolio to NB Management, including payment of administration fees, should be deemed to be indirect financing of any activity primarily intended to result in the sale of shares of the Portfolio within the context of Rule 12b-l under the Act, then such payments shall be deemed to be authorized by this Plan.

5. This Plan shall become effective with respect to a Portfolio upon commencement of operations of that Portfolio as a "feeder fund" in a master/feeder fund structure, but only if the Plan has first been approved by a vote of at least a "majority of the outstanding voting securities" of that Portfolio (as defined in the Act), the plan having been approved by a vote of a majority of the Trustees of the Trust, including a majority of Trustees who are not "interested persons" of the Trust or the Portfolio (as defined in the Act) and who have no direct or indirect financial interest in the operation of this Plan or in any agreements related to this Plan (the "Independent Trustees"), cast in person at a meeting called for the purpose of voting on this Plan.

6. This Plan shall, unless terminated as hereinafter provided, remain in effect from the date specified above until May 1, 1996, and from year to year thereafter, provided, however, that such continuance is subject to approval annually by a vote of a majority of the Trustees of the Trust, including a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on this Plan. This Plan may be amended at any time by the Board of

Trustees, provided that (a) any amendment to authorize direct payments by a Portfolio to finance any activity primarily intended to result in the sale of shares of that Portfolio, or to increase materially the amount spent by a Portfolio for distribution, shall be effective only upon approval by a vote of a majority of the outstanding voting securities of the Portfolio, and (b) any material amendments of this Plan shall be effective only upon approval in the manner provided in the first sentence in this paragraph.

7. This Plan may be terminated at any time with respect to a Portfolio, without the payment of any penalty, by vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of the Portfolio.

8. During the existence of this Plan, each Portfolio shall require NB Management to provide the Trust, for review by the Board of Trustees, and the Trustees shall review, at least quarterly, a written report of the amount expended in connection with financing any activities primarily intended to result in the sale of shares of the Portfolio (making estimates of such costs where necessary or desirable) and the purposes for which such expenditures were made.

9. This Plan does not require NB Management to perform any specific type or level of distribution activities or to incur any specific level of expenses for activities primarily intended to result in the sale of shares of any Portfolio.

10. Consistent with the limitations of liability as set forth in the Trust's Trust Instrument, any obligations assumed by a Portfolio pursuant to this Plan and any agreements related to this Plan shall be limited in all cases to that Portfolio and its assets, and shall not constitute obligations of any other series of shares of the Trust, of the shareholders, or of the Trustees.

11. So long as the Plan is in effect, the selection and nomination of those Trustees who are not interested persons (as defined in the Act) of the Trust shall be committed to the discretion of the non-interested Trustees then in office.

12. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

                                DISTRIBUTION PLAN
                  OF NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
                                    (CLASS I)
                                   SCHEDULE A

PORTFOLIOS                                       DATE MADE A PARTY TO THE PLAN
----------                                       -----------------------------

Balanced Portfolio                                        May 1, 1995
Growth Portfolio                                          May 1, 1995
Guardian Portfolio                                        May 1, 1995
Lehman Brothers Short Duration Bond Portfolio             May 1, 1995
Mid-Cap Growth Portfolio                               October 15, 1997
Partners Portfolio                                        May 1, 1995
Regency Portfolio                                         May 1, 2001
Socially Responsive Portfolio                           August 19, 1998

DATED: May 1, 2007

Exhibit (m)(2)

DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
OF NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

FOR CLASS S SHARES

1. This Distribution and Shareholder Services Plan (the "Plan"), when effective in accordance with its terms, is a written plan contemplated by Rule 12b-l under the Investment Company Act of 1940 (the Act) of the series of Neuberger Berman Advisers Management Trust ("Trust") listed in Schedule A hereto (each, a "Portfolio").

2. It is understood that shares of beneficial interest ("Shares") of each Portfolio may be offered to life insurance companies for allocation to certain of their separate accounts established for the purpose of funding variable annuity contracts and/or variable life insurance policies ("Variable Contracts") and may also be offered to certain other persons including qualified pension and retirement plans ("Qualified Plans").

3. The Trust has entered into a Distribution and Services Agreement with respect to each Portfolio with Neuberger Berman Management Inc. ("NB Management"), under which NB Management furnishes certain distribution, shareholder and administrative services with respect to Class S of each Portfolio.

4. a. Class S of each Portfolio shall pay to NBMI, as compensation for providing distribution, shareholder and administrative services, a fee at the rate specified for that Portfolio on Schedule B, such fee to be calculated and accrued daily and paid monthly or at such other intervals as the Board shall determine.

b. The fees payable hereunder are payable without regard to the aggregate amount that may be paid over the years, PROVIDED THAT, so long as the limitations set forth in Rule 2830 of the Conduct Rules ("Rule 2830") of the National Association of Securities Dealers, Inc. ("NASD") remain in effect and apply to recipients of payments made under this Plan, the amounts paid hereunder shall not exceed those limitations, including permissible interest.

5. a. As principal underwriter of the Trust's shares, NB Management may spend such amounts as it deems appropriate on any activities or expenses primarily intended to result in the sale of Class S Shares of the Portfolios, including, but not limited to, compensation to employees of NB Management; compensation to NB Management and other broker-dealers that engage in or support the distribution of shares; expenses of NB Management and such other broker-dealers and entities, including overhead and telephone and other communication expenses; the printing of prospectuses, statements of additional information, and reports for other than existing shareholders; and the preparation and distribution of sales literature and advertising materials.

b. NB Management may spend such amounts as it deems appropriate on the administration and servicing of Class S shareholder accounts. Such expenditures may be for providing or obtaining services including, but not limited to, the following: administering periodic investment and periodic withdrawal programs; researching and providing historical account activity information for shareholders requesting it; preparing and mailing account and

confirmation statements to account holders; preparing and mailing tax forms to account holders; serving as custodian to retirement plans investing in Shares; dealing appropriately with abandoned accounts; collating and reporting the number of Shares attributable to each state for blue sky registration and reporting purposes; identifying and reporting transactions exempt from blue sky registration requirements; and providing and maintaining ongoing shareholder services for the duration of the shareholders' investment in Shares of each Portfolio, which may include updates on performance, total return, other related statistical information, and a continual analysis of the suitability of the investment in Shares of each Portfolio. Expenditures by NB Management may also be for providing services to life insurance companies that issue the Variable Contracts, their affiliates, or current and prospective owners of Variable Contracts including, but not limited to, the following: teleservicing support in connection with the Portfolios; delivery and responding to inquires respecting Portfolio Prospectuses and/or Statements of Additional Information, reports, notices, proxies and proxy statements and other information respecting the Portfolios (but not including services paid for by the Trust such as printing and mailing); facilitation of the tabulation of Variable Contract owners' votes in the event of a meeting of Trust shareholders; maintenance of Variable Contract records reflecting Shares purchased and redeemed and Share balances, and the conveyance of that information to the Trust, or its transfer agent as may be reasonably requested; provision of support services including providing information about the Trust and its Portfolios and answering questions concerning the Trust and its Portfolios, including questions respecting Variable Contract owners' interests in one or more Portfolios; provision and administration of Variable Contract features for the benefit of Variable Contract owners participating in the Trust including fund transfers, dollar cost averaging, asset allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; and provision of other services deemed appropriate by NB Management from time to time.

6. This plan shall take effect with respect to a Portfolio on the date indicated in Schedule A and, unless sooner terminated as herein provided, this plan shall remain in effect with respect to each Portfolio until May 1, 2003, and year to year thereafter, provided, however, that such continuance is specifically approved with respect to such Portfolio at least annually together with any related agreements, by votes of a majority of both (i) the board of Trustees of the Trust and (ii) those Trustees who are not "interested persons" of the Trust, as defined in the 1940 Act, and who have no direct or indirect financial interest in the operation of this plan or any agreements related to it (the "Independent Trustees"), cast in person at a meeting or meetings called for the purpose of voting on this Plan.

7. This Plan may be amended at any time by the Board of Trustees, provided that (a) any amendment to increase materially the amount spent by a Portfolio for distribution, shall be effective only upon approval by a vote of a majority of the outstanding voting securities of the Class S Shares of that Portfolio, and (b) any material amendments of this Plan shall be effective only upon approval provided in paragraph 6 hereof for annual approval.

8. This Plan may be terminated at any time with respect to a Portfolio, without the payment of any penalty, by vote of a majority of the Independent Trustees or by a vote of a majority of the outstanding voting securities of the Class S Shares of the Portfolio.

- 2 -

9. During the existence of this Plan, each Portfolio shall require NB Management to provide the Trust, for review by the Board of Trustees, and the Trustees shall review, at least quarterly, a written report of the amount expended in connection with financing any activities primarily intended to result in the sale of Class S Shares of the Portfolio (making estimates of such costs where necessary or desirable) and the purposes for which such expenditures were made.

10. This Plan does not require NB Management to perform any specific type or level of distribution activities or to incur any specific level of expenses for activities primarily intended to result in the sale of Class S Shares of any Portfolio.

11. Consistent with the limitations of liability as set forth in the Trust's Trust Instrument, any obligations assumed by a Portfolio pursuant to this Plan and any agreements related to this Plan shall be limited in all cases to that Portfolio and its assets, and shall not constitute obligations of any other series of shares of the Trust, of the shareholders, or of the Trustees.

12. So long as the Plan is in effect, the selection and nomination of those Trustees who are not interested persons (as defined in the Act) of the Trust shall be committed to the discretion of the non-interested Trustees then in office.

13. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

- 3 -

                    DISTRIBUTION AND SHAREHOLDER SERVICES PLAN
                  OF NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
                                    (CLASS S)
                                   SCHEDULE A

PORTFOLIOS                                       DATE MADE A PARTY TO THE PLAN
----------                                       -----------------------------

International Portfolio                                   May 1, 2002
Guardian Portfolio                                        May 1, 2002
Fasciano Portfolio                                        May 1, 2002
Real Estate Portfolio                                  November 1, 2002
Mid-Cap Growth Portfolio                                January 1, 2003
Lehman Brothers High Income Bond Portfolio               June 10, 2004
Regency Portfolio                                      December 15, 2004
Socially Responsive Portfolio                           April 28, 2006
International Large Cap Portfolio                       August 15, 2006

DATED: May 1, 2007

PLAN PURSUANT TO 12B-1
OF NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
SCHEDULE B

                                                 Fee (as a Percentage of Average
PORTFOLIOS                                         DAILY NET ASSETS OF CLASS)
----------                                         --------------------------

International Portfolio                                       0.25%
Guardian Portfolio                                            0.25%
Fasciano Portfolio                                            0.25%
Real Estate Portfolio                                         0.25%
Mid-Cap Growth Portfolio                                      0.25%
Lehman Brothers High Income Bond Portfolio                    0.25%
Regency Portfolio                                             0.25%
Socially Responsive Portfolio                                 0.25%
International Large Cap Portfolio                             0.25%

DATED: May 1, 2007

Exhibit (n)(1)

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3

Neuberger Berman Advisers Management Trust ("Trust") hereby adopts this Multiple Class Plan (the "Plan") pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended ("1940 Act") on behalf of its series (each, a "Portfolio" and collectively, the "Portfolios").

A. GENERAL DESCRIPTION OF CLASSES OFFERED.

Each Portfolio shall have one or more of the following classes (each, a "Class" and collectively, the "Classes"), as may from time to time be created by the Board of Trustees of the Trust acting pursuant to the Declaration of Trust.

1. CLASS I SHARES. Each Portfolio designated on Attachment A issues or is authorized to issue its shares of beneficial interest ("Shares") in a Class designated as "Class I Shares." Class I Shares of a Portfolio may be offered to separate accounts of life insurance companies to serve as an investment vehicle for variable annuity contracts and/or variable life insurance policies (collectively, "Variable Contracts") funded by the separate accounts, and may be offered to qualified pension and retirement plans and to other persons, provided that such other persons may hold such Shares consistent with tax requirements that apply to the Variable Contracts under Treasury Regulation
Section 1.817-5 ("Qualified Plans").

Class I Shares are subject to no front-end or back-end sales load and pay no distribution fee. The Class I shares may pay certain non-distribution expenses related to participating in fund supermarket or warehousing programs or Neuberger Berman Fund Advisory Services, as may be approved from time to time by the Board of Trustees.

Shareholder services may be provided to holders of Class I Shares by Neuberger Berman Management Inc. ("NBMI") and the transfer agent. Shareholder services may be provided to beneficial owners (or trusts holding on behalf of beneficial owners) of Class I Shares which may include owners of the Variable Contracts by the Institutions through which they hold Class I Shares, which may include the life insurance companies that issued the Variable Contracts or their affiliates.

2. CLASS S SHARES. Each Portfolio designated on Attachment B issues or is authorized to issue its Shares in a class designated as "Class S Shares." Class S Shares of a Portfolio may be offered to separate accounts of life insurance companies to serve as an investment vehicle for Variable Contracts funded by the separate accounts, and may be offered to Qualified Plans.

Class S Shares are subject to no front-end or back-end sales load. Class S Shares of a Portfolio pay a fee for distribution and shareholder services at an annual rate of up to 0.25% of average daily net assets pursuant to a Distribution and Shareholder Services Plan for Class S Shares adopted under Rule 12b-1 under the 1940 Act.

Shareholder services are provided to holders of Class S Shares by NBMI and the transfer agent. Shareholder services may be provided to beneficial owners (or trusts holding on behalf of beneficial owners) of Class S Shares which may include owners of the Variable Contracts by the Institutions through which they hold Class S Shares, which may include the life insurance companies that issued the Variable Contracts or their affiliates.

B. EXPENSE ALLOCATIONS OF EACH CLASS

1. Certain expenses may be attributable to a particular Class of Shares ("Class Expenses"). Class Expenses are charged directly to the net assets of the particular Class and, thus, are borne on a pro rata basis by the outstanding Shares of that Class. Fees and expenses that are not Class Expenses are allocated among the Classes on the basis of their respective net asset values.

In addition to the distribution and shareholder services fees described above, each Class also could pay a different amount of the following other expenses:

(a) transfer agent fees identified as being attributable to a specific Class of Shares;

(b) stationery, printing, postage and delivery expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current shareholders of a specific Class of Shares;

(d) SEC registration fees incurred by a specific Class of Shares;

(e) Trustees' fees or expenses incurred as a result of issues relating to a specific Class of Shares;

(f) accounting expenses relating solely to a specific Class of Shares;

(g) auditors' fees, litigation expenses and legal fees and expenses relating to a specific Class of Shares;

(h) expenses incurred in connection with shareholders' meetings as a result of issues relating to a specific Class of Shares;

(i) expenses incurred in connection with organizing and offering to investors a new Class of Shares; and

(j) other expenses incurred attributable to a specific Class of Shares.

2. NBMI may agree to waive the fees and/or reimburse the Class Expenses of any Class of any Portfolio.

3. NBMI may agree to waive the fees and/or reimburse the non-Class Expenses of any Portfolio. Such waiver or reimbursement will be allocated to each Class of the Portfolio in the same proportion as the fee or expense being waived or reimbursed.

C. EXCHANGE PRIVILEGES

There are no exchange privileges among the Classes.

D. CONVERSION FEATURES

There are no conversion features among the Classes.

E. ADDITIONAL INFORMATION

The Prospectus and Statement of Additional Information for each Portfolio and/or Class may contain additional information about the Classes and the Trust's multiple class structure; provided, however, that none of the terms set forth in any such prospectus shall be inconsistent with the terms of the Classes set forth in this Plan.

F. EFFECTIVE DATE; AMENDMENTS

This Plan is effective on May 1, 2002. Before any material amendments can be made to this Plan, a majority of the Board of Trustees of the Trust, and a majority of the Trustees who are not interested persons of the Trust (as defined in Section 2(a)(19) of the 1940 Act) must find that the Plan as proposed to be amended, including the expense allocation, is in the best interests of each Class individually and the Trust as a whole.

ATTACHMENT A

Portfolio

Balanced Portfolio

Growth Portfolio

Guardian Portfolio

Lehman Brothers Short Duration Bond Portfolio

Mid-Cap Growth Portfolio

Partners Portfolio

Regency Portfolio

Socially Responsive Portfolio

ATTACHMENT B

Portfolio

Fasciano Portfolio

Guardian Portfolio

Lehman Brothers High Income Bond Portfolio

International Portfolio

International Large Cap Portfolio

Mid-Cap Growth Portfolio

Real Estate Portfolio

Regency Portfolio

Socially Responsive Portfolio

Exhibit (o)

POWER OF ATTORNEY

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST, a Delaware business trust (the "Trust"), and each of its undersigned officers and trustees hereby nominate, constitute and appoint Peter E. Sundman, Andrew B. Allard, Maxine L. Gerson, Arthur C. Delibert, Jeffrey S. Puretz, and Jutta M. Frankfurter (with full power to each of them to act alone) its/his/her true and lawful attorney-in-fact and agent, for it/him/her and on its/his/her behalf and in its/his/her name, place and stead in any and all capacities, to make, execute and sign any and all amendments to the Trust's Registration Statement of Form N-1A under the Securities Act of 1933, File No. 2-88566, and to file with the Securities and Exchange Commission, and any other regulatory authority having jurisdiction over the offer and sale of shares of the Trust, any such amendment, and any and all supplements thereto or to any prospectus or statement of additional information forming a part thereof, and any and all exhibits and other documents requisite in connection therewith, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises as fully to all intents and purposes as the Trust and the undersigned officers and trustees itself/themselves might or could do.

IN WITNESS WHEREOF, NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST has caused this power of attorney to be executed in its name by its Chairman, and attested by its Secretary, and the undersigned officers and trustees have hereunto set their hands and seals at New York, New York this 22nd day of March, 2007.

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

                       By:  /s/ Peter E. Sundman
                            --------------------
                            Peter E. Sundman
                            Chairman, Principal Executive Officer and Trustee



[SEAL]

ATTEST:

/s/ Claudia A. Brandon
----------------------
Claudia A. Brandon
Secretary

[Signatures Continued on Next Page]

Signature                                   Title
---------                                   ------


/s/ John Cannon                             Trustee
---------------
John Cannon


/s/ Faith Colish                            Trustee
----------------
Faith Colish


/s/ C. Anne Harvey                          Trustee
------------------
C. Anne Harvey


/s/ Robert A. Kavesh                        Trustee
--------------------
Robert A. Kavesh


/s/ Michael M. Knetter                      Trustee
----------------------
Michael M. Knetter


/s/ Howard A. Mileaf                        Trustee
--------------------
Howard A. Mileaf


/s/ John M. McGovern                        Treasurer
--------------------
John M. McGovern                            (Principal Financial and
                                            Accounting Officer)


/s/ George W. Morriss                       Trustee
---------------------
George W. Morriss


/s/ Edward I. O'Brien                       Trustee
---------------------
Edward I. O'Brien


/s/ Jack L. Rivkin                          Trustee
------------------
Jack L. Rivkin

/s/ William E. Rulon                        Trustee
--------------------
William E. Rulon


/s/ Cornelius T. Ryan                       Trustee
---------------------
Cornelius T. Ryan


/s/ Tom Decker Seip                         Trustee
-------------------
Tom Decker Seip


/s/ Candace L. Straight                     Trustee
-----------------------
Candace L. Straight


/s/ Peter E. Sundman
--------------------                        Chairman and Trustee
Peter E. Sundman                            (Principal Executive Officer)


/s/ Peter P. Trapp                          Trustee
------------------
Peter P. Trapp

Exhibit (p)(1)

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS OF NEUBERGER BERMAN FUNDS

I. COVERED OFFICERS/PURPOSE OF THE CODE

This code of ethics ("Code") for the registered investment companies within the Neuberger Berman Fund complex (each, a "Company") applies to each Company's Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer (the "Covered Officers," each of whom is listed in Exhibit
A). The purpose of the Code is to promote:

o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

o full, fair, accurate, timely and understandable disclosure in reports and documents that a Company files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Company;

o compliance with applicable laws and governmental rules and regulations;

o the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

o accountability for adherence to the Code.

II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL, POTENTIAL AND APPARENT CONFLICTS OF INTEREST

OVERVIEW. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual, potential and apparent conflicts of interest.

An "actual conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his or her service to, the Company. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position with the Company.

A "potential conflict of interest" occurs when a Covered Officer's private interest is such that it might, under certain circumstances, interfere with the interests of the Company or the Officer's service to the Company, but those circumstances do not now exist.

Appearances may create an "apparent conflict of interest" even when an actual conflict does not exist. For example, an apparent conflict may exist if a Covered Officer owns a thinly traded security that a series of a Company (a "Fund") is buying, even if there is no actual conflict of interest.

Certain actual or potential conflicts of interest may arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fund because of their status as "affiliated persons" of the Company. The compliance programs and procedures of Neuberger Berman Management Inc., Neuberger Berman, LLC (collectively referred to as the "investment adviser") and each Company are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, actual or potential conflicts may arise from, or as a result of, the contractual relationship between the Company and the investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the Company or for the investment adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and the Company. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the investment adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Company. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Companies' Boards of Trustees/Directors ("Boards") that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive.

Each Covered Officer must not:

o use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the

Company, as for example where the Covered Officer would benefit personally to the detriment of the Company;

o cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Company;

o retaliate against any other Covered Officer, or any employee of a Company, its service providers, or the affiliated persons of any of them, for good faith reports of potential violations of this Code.

There are some actual or potential conflict of interest situations that should always be approved by the Company's Chief Legal Officer1 if material. Covered Officers are encouraged to discuss with the Chief Legal Officer any potential conflict the materiality of which is uncertain. Examples of reportable conflicts include:

o service as a director on the board of any public or private company, other than the Companies, their investment adviser, and its affiliates;

o the receipt of any non-nominal gifts, i.e., those in excess of $100;

o the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

o any ownership interest in, or any consulting or employment relationship with, any of the Company's service providers, other than its investment adviser or any affiliated person thereof; and

o a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership.

III. DISCLOSURE AND COMPLIANCE

o Each Covered Officer must familiarize himself or herself with the disclosure requirements generally applicable to the Company and the Company's Disclosure Controls and Procedures;

o each Covered Officer must not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's trustees/directors and auditors, and to governmental regulators and self-regulatory organizations;

1 The Board of each Company has appointed Maxine L. Gerson as Chief Legal Officer.

o each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Companies and the adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Companies file with, or submit to, the SEC and in other public communications made by the Companies; and

o each Covered Officer should promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV. Reporting and Accountability

Each Covered Officer must:

o upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he or she has received, read, and understands the Code;

o annually thereafter affirm to the Board that he or she has complied with the requirements of the Code;

o report on the Company's Questionnaire for Trustees/Directors and Officers, where responsive to appropriate questions, all categories of affiliations or other relationships giving rise to actual or potential conflicts of interest; and

o notify the Chief Legal Officer promptly if he or she is aware of facts and circumstances that he or she knows are a violation of this Code. Failure to do so is itself a violation of this Code.

The Chief Legal Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation.2 However, any approvals or waivers3 sought by the Principal Executive Officer will be considered by the Independent Trustees/ Directors of the affected Company (the "Committee").

2 The Chief Legal Officer is authorized to consult, as appropriate, with counsel to the Company and counsel to the Independent Trustees/Directors, and is encouraged to do so.
3 Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of a material departure from a provision of the code of ethics" and "implicit waiver" as "the registrant's failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer" of the registrant. Both waivers and implicit waivers must be disclosed publicly.

The Companies will follow these procedures in investigating and enforcing this Code:

o The Chief Legal Officer will take all appropriate action to investigate any potential violations reported to him or her.

o The Chief Legal Officer will report to the Committee the outcome of the investigation, including the facts of the initial report, the scope and outcome of the investigation, and whether or not the Chief Legal Officer believes that a violation occurred.

o The person who initially reported the matter will be informed that the matter has been investigated and reported to the Committee.

o If the Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer.

o The Committee will be responsible for granting waivers, as appropriate.

o Any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

V. OTHER POLICIES AND PROCEDURES

This Code shall be the sole code of ethics adopted by the Companies for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Companies, the investment adviser, the Companies' principal underwriter, or other service providers purport to apply a lesser standard to the behavior or activities of the Covered Officers, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Companies' and the investment adviser's codes of ethics under Rule 17j-l under the Investment Company Act and the investment adviser's more detailed policies and procedures set forth in Neuberger Berman Management Inc.'s Compliance Manual are separate requirements applying to the Covered Officers and others, and are not preempted by this Code.

VI. AMENDMENTS

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of Independent Trustees/Directors.

VII. CONFIDENTIALITY

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Company, its Board (and any Committee of the Board) and their counsel.

VIII. INTERNAL USE

The Code is intended solely for internal use by the Companies and does not constitute an admission, by or on behalf of any Company, as to any fact, circumstance, or legal conclusion.

EXHIBIT A

Persons Covered by this Code of Ethics:

Peter E. Sundman, Chairman and Chief Executive Officer

John M. McGovern, Treasurer and Principal Financial and Accounting Officer

Exhibit (p)(2)

CODE OF ETHICS -AMENDED AND RESTATED

This Code of Ethics ("Code") is adopted pursuant to Rule 17j-1 promulgated by the Securities and Exchange Commission (the "Rule") under the Investment Company Act of 1940 by:

Each of the following registered investment companies (each such registered investment company, a "Company/Trust" and collectively, the "Companies/Trusts") on its own behalf and on behalf of its respective series, if applicable (each such series, a "Fund"):

Neuberger Berman Advisers Management Trust Neuberger Berman Equity Funds Neuberger Berman Income Funds Neuberger Berman California Intermediate Municipal Fund Inc. Neuberger Berman Dividend Advantage Fund Inc. Neuberger Berman Income Opportunity Fund Inc. Neuberger Berman Institutional Liquidity Series Neuberger Berman Intermediate Municipal Fund Inc. Neuberger Berman New York Intermediate Municipal Fund Inc. Neuberger Berman Real Estate Income Fund Inc. Neuberger Berman Real Estate Securities Income Fund Inc. Neuberger Berman Realty Income Fund Inc. Institutional Liquidity Trust Lehman Brothers Institutional Liquidity Series Lehman Brothers First Trust Income Opportunity Fund Lehman Brothers Reserve Liquidity Series Lehman Brothers Investor Liquidity Series

Neuberger Berman Management Inc. ("NB Management"), in its capacity as investment manager of certain Companies/Trusts and/or sub-investment manager to certain Investment Companies and/or their series listed in Exhibit 1 or as administrator and distributor of certain Companies/Trusts; and Neuberger Berman, LLC ("NB"), in its capacity as sub-adviser of certain Companies/Trusts.

TABLE OF CONTENTS

Statement of General Principles............................................

1. General Prohibitions .................................................

2. Definitions ..........................................................

Access Person ........................................................ Advisory Person....................................................... Beneficial Interest .................................................. Blind Trust .......................................................... Covered Security ..................................................... Day .................................................................. Exchange Traded Fund.................................................. Federal Securities Laws .............................................. Immediate Family ..................................................... Investment Company ................................................... Investment Personnel ................................................. Legal and Compliance Department ...................................... Related Issuer ....................................................... Trading Desk .........................................................

3. Required Compliance Procedures .......................................

3.1 All Securities Accounts and Positions at Neuberger Berman ........
3.2 Preclearance of Securities Transactions by Access Persons.........
3.3 Post-Trade Monitoring of Precleared Transactions..................
3.4 Notification of Reporting Obligations ............................
3.5 Certification of Compliance with Code of Ethics...................

4. Restrictions .........................................................

4.1 Initial Public Offerings .........................................
4.2 Private Placements ...............................................
4.3 Related Issuers ..................................................
4.4 Blackout Period...................................................
4.5 Price Switches ...................................................

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4.6 Gifts ............................................................
4.7 Service as Director of Publicly Traded Companies..................
4.8 Shares of Investment Companies ...................................

5. Procedures with Regard to Dissemination of Information................

6. Reports of Holdings by Access Persons ................................

6.1 Initial Report ...................................................
6.2 Annual Report ....................................................
6.3 Exceptions .......................................................

7. Quarterly Reports of Transactions by Access Persons ..................

7.1 General Requirement ..............................................
7.2 Disinterested Directors/Trustees .................................
7.3 Contents of Quarterly Report of Transactions......................
7.4 Exceptions .......................................................

8. Quarterly Reports by Access Persons Regarding Securities Accounts ....

9. Ethics and Compliance Committee ......................................

10. Annual Report to Board of Directors/Trustees .........................

11. Implementation .......................................................

11.1 Violations ......................................................
11.2 Sanctions .......................................................
11.3 Forms ...........................................................
11.4 Exceptions ......................................................

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STATEMENT OF GENERAL PRINCIPLES

This Code of Ethics is adopted in recognition of the following principles that govern personal investment activities of all individuals associated with the Company/Trust, Fund, NB Management, and NB:

It is their duty at all times to place the interests of Company/Trust and Fund shareholders ahead of their personal interests. Priority must be given to Company/Trust and Fund trades over personal securities trades.

All personal securities transactions must be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility.

Individuals should not take advantage of their positions to benefit themselves at the expense of any Company/Trust or Fund.

In personal securities investing, individuals should follow a philosophy of investment rather than trading.

Individuals must comply with applicable Federal Securities Laws.

1. GENERAL PROHIBITIONS

No person associated with the Company/Trust, any Fund, NB Management, or NB, in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired by such Company/Trust or Fund, shall:

Employ any device, scheme or artifice to defraud such Company/Trust or Fund;

Make to such Company/Trust or Fund any untrue statement of a material fact or omit to state to such Company/Trust or Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such Company/Trust or Fund;

Engage in any manipulative practice with respect to such Company/Trust or Fund;

Engage in any transaction in a security while in possession of material nonpublic information regarding the security or the issuer of the security; or

Engage in any transaction intended to raise, lower, or maintain the price of any security or to create a false appearance of active trading.

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2. DEFINITIONS

The following words have the following meanings, regardless of whether such terms are capitalized or not in this Code:

Access Person - any Director/Trustee, director, officer, or Advisory Person of the Company/Trust, NB Management or NB. The determination as to whether an individual is an Access Person shall be made by the Legal and Compliance Department.

Advisory Person - any employee of the Company/Trust, NB Management or NB (or of any company in a control relationship to the Company/Trust, NB or NB Management) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Company/Trust or Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and any natural person in a control relationship to such Company/Trust, NB Management or NB who obtains information concerning recommendations made to such Company/Trust or Fund with regard to the purchase or sale of Covered Securities by such Company/Trust or Fund.

Beneficial Interest - a person has a Beneficial Interest in an account in which he or she may profit or share in the profit from transactions. Without limiting the foregoing, a person has a Beneficial Interest when the securities in the account are held:

(i) in his or her name;

(ii) in the name of any of his or her Immediate Family;

(iii) in his or her name as trustee for himself or herself or for his or her Immediate Family;

(iv) in a trust in which he or she has a Beneficial Interest or is the settlor with a power to revoke;

(v) by another person and he or she has a contract or an understanding with such person that the securities held in that person's name are for his or her benefit;

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(vi) in the form of a right to acquisition of such security through the exercise of warrants, options, rights, or conversion rights;

(vii) by a partnership of which he or she is a member;

(viii) by a corporation which he or she uses as a personal trading medium;

(ix) by a holding company which he or she controls; or

(x) any other relationship in which a person would have beneficial ownership under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect Beneficial Interest shall apply to all securities which an Access Person has or acquires.

Any person who wishes to disclaim a Beneficial Interest in any securities must submit a written request to the Legal and Compliance Department explaining the reasons therefor. Any disclaimers granted by the Legal and Compliance Department must be made in writing. Without limiting the foregoing, if a disclaimer is granted to any person with respect to shares held by a member or members of his or her Immediate Family, the provisions of this Code of Ethics applicable to such person shall not apply to any member or members of his or her Immediate Family for which such disclaimer was granted, except with respect to requirements specifically applicable to members of a person's Immediate Family.

Blind Trust - a trust in which an Access Person or employee has a Beneficial Interest or is the settlor with a power to revoke, with respect to which the Legal and Compliance Department has determined that such Access Person or employee has no direct or indirect influence or control over the selection or disposition of securities and no knowledge of transactions therein, provided, however, that direct or indirect influence or control of such trust is held by a person or entity not associated with NB Management or NB or any affiliate of NB Management or NB and not a relative of such Access Person or employee.

Covered Security - (a) any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation on any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of trust for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly

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know as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing; (b) any security or instrument related to, but not necessarily the same as, those held or to be acquired by a particular Company/Trust or Fund, (c) shares of any Investment Company and (d) Exchange Traded Funds.

The term Covered Security does not include: direct obligations of the Government of the United States; bankers' acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and shares of any registered open-end investment company other than an Investment Company.

Day -a calendar day, except where otherwise indicated in this Code.

Exchange Traded Fund - any unit investment trust or open-ended registered investment company under the Investment Company Act of 1940, which has received certain exemptive relief from the Securities and Exchange Commission to allow secondary market trading in its shares.

Federal Securities Laws - means the Securities Act of 1933, the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to registered investment companies and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

Immediate Family - any of the following relatives sharing the same household with an individual: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships.

Investment Company - each registered investment company and series thereof for which NB Management is the investment manager, investment adviser, sub-adviser, administrator or distributor, or for which NB is the investment adviser or sub-adviser.

Investment Personnel - any employee of the Company/Trust, NB Management or NB (or of any company in a control relationship to the Company/Trust, NB Management or NB) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a Fund that is a series of the Company/Trust; and any natural person who controls the Company/Trust, NB Management or NB and who obtains information concerning recommendations made to such Fund regarding the purchase or sale of securities by such Fund. Each member of this category is individually referred to as an Investment Person. The determination as to whether an individual is an Investment Person shall be made by the Legal and Compliance Department.

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Legal and Compliance Department -NB Legal and Compliance Department.

Related Issuer - an issuer with respect to which an Investment Person or his or her Immediate Family: (i) has a business relationship with such issuer or any promoter, underwriter, officer, director, or employee of such issuer; or
(ii) is related to any officer, director or senior management employee of such issuer.

Trading Desk - NB Trading Desk.

3. REQUIRED COMPLIANCE PROCEDURES

3.1 ALL SECURITIES ACCOUNTS AND POSITIONS AT NEUBERGER BERMAN.

(a) Except as set forth in paragraphs (b) and (c): (i) every Investment Person and Access Person, and every employee of the Company/Trust, NB Management, or NB is required to execute in an account at NB all transactions in Covered Securities held in his or her own name or in which he or she has a direct or indirect Beneficial Interest; and (ii) all securities and securities accounts in which an Access Person and every employee of the Company/Trust, NB Management or NB has a direct or indirect Beneficial Interest must be held in an account at NB.

(b) Notwithstanding paragraph (a): (i) Access Persons and employees of the Company/Trust, NB Management, or NB other than Advisory Persons and Investment Personnel may hold shares of an Investment Company in which they have a direct or indirect Beneficial Interest in direct accounts on the books of such Investment Company; and (ii)Advisory Personnel and Investment Personnel may hold shares of an Investment Company for which NB Management is the investment adviser, administrator or distributor in which they have a direct or indirect Beneficial Interest in direct accounts on the books of such Investment Company.

(c) Paragraph (a) shall not apply to: (i) any Director/Trustee of the Company/Trust who is unaffiliated with Neuberger Berman or any of its affiliates (other than by virtue of serving as a Director/Trustee of one or more investment companies managed or advised by NB Management or NB); and (ii) Blind Trusts.

(d) Exceptions will only be granted upon a showing of extenuating circumstances. Any individual seeking an exception to this policy must submit a written request to the Legal and Compliance Department explaining the reasons therefor. Any exceptions granted must be made in writing.

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(e) Any individual granted an exception pursuant to paragraph 3.1(d) is required to direct his or her broker, adviser or trustee, as the case may be, to supply to the Legal and Compliance Department, on a timely basis, duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for all securities accounts in his or her own name or in which he or she has a Beneficial Interest.

(f) Individuals are not required to execute through NB transactions in which they are establishing a dividend reinvestment plan directly through an issuer. However, individuals must obtain written approval from the Legal and Compliance Department prior to establishing any such plan and supply to the Legal and Compliance Department, on a timely basis, duplicate copies of all confirmations relating to the plan.

3.2 PRECLEARANCE OF SECURITIES TRANSACTIONS BY ACCESS PERSONS.

(a) Every Access Person must obtain prior approval from the Trading Desk before executing any transaction in Covered Securities held in his or her own name or in which he or she has a Beneficial Interest. Before granting such approval, the Trading Desk shall determine that:

(i) No Investment Company has a pending "buy" or "sell" order in that security;

(ii) The security does not appear on any "restricted" list of NB; and

(iii) In the case of Access Persons who are Investment Personnel, such transaction is not short selling or option trading that is economically opposite any current holding by any Investment Company.

(b) The following securities are exempt from preclearance requirements:

(i) Securities transactions effected in Blind Trusts;

(ii) The acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities;

(iii) The acquisition of securities through the exercise of rights issued by an issuer prorata to all holders of a class of securities, to the extent the rights were acquired in the issue, and sales of such rights so acquired;

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(iv) Options on the Standard & Poor's "500" Composite Stock Price Index; and

(v) Other securities that may from time to time be so designated in writing by the Ethics and Compliance Committee.

(c) A disinterested Director/Trustee of the Company/Trust must obtain prior written approval from the Legal and Compliance Department regarding a transaction in a Covered Security held in his or her own name or in which he or she has (or, as a result of such transaction, will have) a Beneficial Interest only if such Director/Trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling his or her official duties as a Director/Trustee of the Company/Trust, should have known about any security that, during the 15-day period immediately before or after the date of the transaction by that Director/Trustee, was purchased or sold by a Company/Trust or Fund or was being considered by NB Management for purchase or sale by a Company/Trust or Fund.

(d) Obtaining preclearance approval does not constitute a waiver of any prohibitions, restrictions, or disclosure requirements in this Code of Ethics.

3.3 POST-TRADE MONITORING OF PRECLEARED TRANSACTIONS.

After the Trading Desk has granted preclearance to an Access Person with respect to any personal securities transaction, the investment activity of such Access Person shall be monitored by the Legal and Compliance Department to ascertain that such activity conforms to the preclearance so granted and the provisions of this Code.

3.4 NOTIFICATION OF REPORTING OBLIGATIONS.

The Legal and Compliance Department shall identify all Access Persons who are required to make reports under the Code and inform those Access Persons of their reporting obligations.

3.5 CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS.

The Legal and Compliance Department shall provide all Access Persons with a copy of the Code of Ethics and any amendments. All Access Persons and Investment Personnel, except Directors/Trustees of the Company/Trust who are unaffiliated with Neuberger Berman or any of its affiliates, are required to certify annually in writing that they have:

(a) read and understand the Code of Ethics and recognize that they are subject thereto;

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(b) complied with the requirements of the Code of Ethics;

(c) disclosed or reported all personal securities transactions, holdings and accounts required to be disclosed or reported pursuant to the requirements of the Code; and

(d) with respect to any Blind Trusts in which such person has a Beneficial Interest, that such person has no direct or indirect influence or control and no knowledge of any transactions therein.

4. RESTRICTIONS

4.1 INITIAL PUBLIC OFFERINGS.

(a) All Investment Personnel are prohibited from acquiring a Beneficial Interest in any Covered Securities in an initial public offering, in order to preclude any possibility of their profiting improperly from their positions on behalf of a Company/Trust or Fund. No member of an Immediate Family of an Investment Person may acquire a Beneficial Interest in an initial public offering without the prior written consent of the Legal and Compliance Department.

(b) Prior approval shall take into account, among other factors, whether the investment opportunity should be reserved for a Company/Trust or Fund and its shareholders and whether the opportunity is being offered to an individual by virtue of his or her position or relationship to the Company/Trust or Fund.

4.2 PRIVATE PLACEMENTS.

(a) No Access Person or member of his or her Immediate Family may acquire a direct or indirect Beneficial Interest in any Covered Securities in private placements without prior written approval by the Legal and Compliance Department.

(c) An Investment Person who has (or a member of whose Immediate Family has) acquired a Beneficial Interest in securities in a private placement is required to disclose that investment to the Legal and Compliance Department when such Investment Person plays a part in any subsequent consideration of an investment in the issuer for any Company/Trust or Fund. In any such circumstances, the decision to purchase securities of the issuer for a Company/Trust or Fund is subject to an independent review by Investment Personnel with no personal interest in the issuer.

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Such independent review shall be made in writing and furnished to the Legal and Compliance Department.

4.3 RELATED ISSUERS.

Investment Personnel are required to disclose to the Legal and Compliance Department when they play a part in any consideration of an investment by a Company/Trust or Fund or Investment Company in a Related Issuer. In any such circumstances, the decision to purchase securities of the Related Issuer for a Company/Trust or Fund or Investment Company is subject to an independent review by Investment Personnel with no personal interest in the Related Issuer. Such independent review shall be made in writing and furnished to the Legal and Compliance Department.

4.4 BLACKOUT PERIOD.

No Access Person may execute a securities transaction in Covered Securities held in his or her own name or in which he or she has, or as a result of such transaction, will have, a direct or indirect Beneficial Interest on a day during which any Investment Company has a "buy" or "sell" order in that same security unless such order is withdrawn; provided, however, that this prohibition shall apply to a disinterested Director/Trustee only if such Director/Trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling his or her official duties as a Director/Trustee of the Company/Trust, should have known that the security, during the 15-day period immediately before or after the date of the transaction by that Director/Trustee, was purchased or sold by a Company/Trust or Fund or was being considered by NB Management for purchase or sale by a Company/Trust or Fund.

4.5 SAME DAY PRICE SWITCH AND INVESTMENT COMPANY RESTITUTION.

(a) Same Day Price Switch

(i) If any employee of the Company/Trust, NB Management or NB purchases a Covered Security (other than a fixed income security) held, or by reason of such transaction held, in his or her own name or in which he or she has a Beneficial Interest and an Investment Company purchases the same security during the same day, then, to the extent that the price paid per share by the Investment Company for such purchase is less favorable than the price paid per share by such employee, the Investment Company shall have the benefit of the more favorable price per share.

(ii) If any employee of the Company/Trust, NB Management or NB sells a Covered Security (other than a fixed income security) held in his or her own name or in which he or she has a Beneficial Interest and an Investment Company sells the same security

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during the same day, then, to the extent that the price per share received by the Investment Company for such sale is less favorable than the price per share received by the employee, the Investment Company shall have the benefit of the more favorable price per share.

(b) Investment Company Restitution by Investment Persons

(i) If any Investment Person purchases a Covered Security (other than a fixed income security), in an account in his or her own name or an account in which he or she has a Beneficial Interest and within seven (7) calendar days prior or three (3) business days subsequent thereto an Investment Company/Trust or Fund with respect to which he or she is an Investment Person has purchased or purchases the same security, then, to the extent that the price paid per share by such Investment Company/Trust or Fund for such purchase was or is less favorable than the price paid per share by such Investment Person, such Investment Company/Trust or Fund shall have the benefit of the more favorable price per share.

(ii) If any Investment Person sells a Covered Security (other than a fixed income security), in an account in his or her own name or an account in which he or she has a Beneficial Interest and within seven (7) calendar days prior or three (3) business days subsequent thereto an Investment Company/Trust or Fund with respect to which he or she is an Investment Person has sold or sells the same security, then, to the extent that the price received per share by such Investment Company/Trust or Fund for such sale was or is less favorable than the price received per share by such Investment Person, such Investment Company/Trust or Fund shall have the benefit of the more favorable price per share.

(c) An amount of money necessary to effectuate the price switch shall be transferred from the account of the Investment Person subject to the price switch policies outlined in 4.5(a) to the Investment Company's account, as the case may be. The price switch shall be limited to the number of shares purchased or sold by Investment Person or the number of shares purchased or sold by the Investment Company as the case may be, whichever is smaller.

(d) An amount of money necessary to effectuate restitution shall be paid from the account of the Investment Person and paid directly to the account of the affected Investment Company subject to the policies outlined in
4.5(b). The restitution shall be limited to the number of shares purchased or sold by the Investment Person or the number of shares purchased or sold by the Investment Company as the case may be, whichever is smaller.

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(d) Notwithstanding the foregoing, neither price switching nor Investment Company Restitution shall apply to:

(i) Securities transactions effected in Blind Trusts;

(ii) Securities transactions that are non-volitional on the part of either the Access Person, Investment Person or the Investment Company;

(iii) The acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities;

(iv) The acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of securities, to the extent the rights were acquired in the issue, and sales of such rights so acquired;

(v) Options on the Standard & Poor's "500" Composite Stock Price Index;

(vi) Transactions in which the adjustment resulting from the same day price switch is less than One Thousand Dollars ($1,000.00).

Note: Transactions by Investment Persons in which the adjustment for Restitution is less than $500. Any Restitution amount below $500 will be forfeited by the Investment Personnel and forwarded to the Lehman Brothers Philanthropy Account.

(vii) Transactions arising through arbitrage, market making activities or hedged options trading;

(viii) Transactions in the NB ERISA Profit Sharing and Retirement Plan;

(ix) Transactions involving odd lots; and

(x) Other securities that may from time to time be so designated in writing by the Ethics and Compliance Committee.

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4.6 GIFTS.

All Access Persons and employees are prohibited from giving or receiving any gift or other thing of more than One Hundred Dollars ($100) in value to or from any person or entity that does business with or on behalf of the Company/Trust or Fund in any one year.

4.7 SERVICE AS DIRECTOR OF PUBLICLY TRADED COMPANIES.

Investment Personnel are prohibited from serving on the Boards of Directors of publicly traded companies, except for the Companies/Trusts.

4.8 SHARES OF AN INVESTMENT COMPANY.

(a) All trading in shares of an Investment Company is subject to the terms of the prospectus of the Investment Company.

(b) No Investment Person, Access Person or employee of the Company/Trust, NB Management, or NB may engage in excessive trading or market timing in any shares of any Investment Company.

(c) Except as set forth in paragraph (d), all Advisory Persons and Investment Personnel are required to hold any shares of any Investment Company with respect to which they are an Advisory Person or Investment Person in which they have a direct or indirect Beneficial Interest for a minimum of sixty (60) days. Such holding period is measured on a Last-In, First-Out basis. After such holding period has elapsed, an Advisory Person or Investment Person may redeem or exchange such shares; provided, however, that after any such redemption or exchange, the Advisory Person or Investment Person may not purchase additional shares of such Investment Company for another period of sixty (60) days.

(d) The provisions of paragraph (c) shall not apply to: (i) taxable and tax-exempt money market funds; (ii) variable annuity contracts for which an Investment Company serves as the underlying investment vehicle; and
(iii) shares of an Investment Company that are purchased through an automatic investment program or payroll deduction.

(e) Any requests for exceptions to the holding period must be in writing and submitted concurrently to the Advisory Person's or Investment Person's supervisor, the Chief Investment Officer of NB and the Legal and Compliance Department. The Legal and Compliance Department may consult with the supervisor and Chief Investment Officer before it determines, in its sole discretion, whether to grant an exception. Any exceptions shall be reported in writing to the Ethics and Compliance Committee.

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5. PROCEDURES WITH REGARD TO DISSEMINATION OF INFORMATION

(a) NB, NB Management, and the Company/Trust, and their officers, directors, Director/Trustees and employees, shall not disclose to any disinterested Director/Trustee of the Company/Trust information regarding the consideration or decision to purchase or sell a particular security when it is contemplated that such action will be taken within the next 15 days, unless it is:

(i) requested in writing by a disinterested Director/Trustee of the Company/Trust or requested through a formal action of the Board of the Company/Trust or any committee thereof;

(ii) given because it is determined that the disinterested Director/Trustee should have the information so that he or she may effectively carry out his or her duties; or

(iii) given so that NB or NB Management may carry out its duties as investment manager, administrator, distributor or sub-adviser of a Company/Trust or Fund.

(b) If any information regarding transactions contemplated by the Company/Trust or Fund is given to a disinterested Director/Trustee, such disinterested Director/Trustee shall be subject to the provisions of Sections 3.2, 4.4, and 7.2 of this Code with respect to any security held or to be acquired by the Company/Trust or Fund, as indicated in the information which has been disclosed, for the next succeeding 15 days.

(c) Subject to Sections 5(a) and 5(b), Investment Personnel and Access Persons and employees of NB Management, NB, or the Company/Trust are prohibited from revealing information relating to current or anticipated investment intentions, portfolio holdings, portfolio transactions or activities of Companies/Trusts or Funds except to persons whose responsibilities are determined to require knowledge of the information in accordance with procedures established by the Legal and Compliance Department in the best interests of the shareholders of the Companies/Trusts.

6. REPORTS OF HOLDINGS BY ACCESS PERSONS

6.1 INITIAL REPORT.

No later than 10 days after a person becomes an Access Person, such person shall report to the Company/Trust, NB Management or NB the following information, which shall be current as of a date no more than 45 days prior to the date the person becomes an Access Person:

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(a) The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in which the Access Person had a direct or indirect Beneficial Interest when the person became an Access Person;

(b) The name of any broker, dealer or bank with whom the Access Person maintained an account in which the Access Person had a direct or indirect Beneficial Interest as of the date the person become an Access Person; and

6.2 ANNUAL REPORT.

Annually, each Access Person shall report the following information, which must be current as of a date no more than 45 days before the report is submitted:

(b) The name of any broker, dealer or bank with whom the Access Person maintains an account in which the Access Person had a direct or indirect Beneficial Interest; and

6.3 EXCEPTIONS.

(a) No report is required with respect to holdings where such report would duplicate information recorded by NB or NB Management pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940. For purposes of the foregoing, no report is required with respect to the holdings of securities in accounts maintained at NB.

(b) A disinterested Director/Trustee of the Company/Trust who is required to make a report under Section 7.2 need not make an initial holdings report or annual holdings report.

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7. QUARTERLY REPORTS OF TRANSACTIONS BY ACCESS PERSONS

7.1 GENERAL REQUIREMENT.

Every Access Person shall report, or cause to be reported, to the Company/Trust and Legal and Compliance Department the information described in
Section 7.3 with respect to transactions in any Covered Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Interest.

7.2 DISINTERESTED DIRECTORS/TRUSTEEs.

A disinterested Director/Trustee of the Company/Trust need only report a transaction in a security if such Director/Trustee, at the time of that transaction, knew or, in the ordinary course of fulfilling his or her official duties as a Director/Trustee, should have known that, during the 15-day period immediately before or after the date of the transaction in a Covered Security by that Director/Trustee, such Covered Security was purchased or sold by a Company/Trust or Fund or was being considered for purchase or sale by NB Management.

7.3 CONTENTS OF QUARTERLY REPORTS OF TRANSACTIONS.

Every report shall be made not later than 30 days after the end of the calendar quarter and shall contain the following information:

(a) The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each Covered Security involved;

(b) The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

(d) The name of the broker, dealer or bank with or through whom the transaction was effected; and

(e) The date that the report is submitted by the Access Person.

Unless otherwise stated, no report shall be construed as an admission by the person making such report that he or she has any direct or indirect Beneficial Interest in the security to which the report relates.

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7.4 EXCEPTIONS.

No report is required with respect to transactions where such report would duplicate information recorded by NB or NB Management pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940. For purposes of the foregoing, the Legal and Compliance Department maintains (i) electronic records of all securities transactions effected through NB, and (ii) copies of any duplicate confirmations that have been provided to the Legal and Compliance Department under this Code of Ethics with respect to securities transactions that, pursuant to exceptions granted by the Legal and Compliance Department, have not been effected through NB; accordingly, no report is required with respect to such transactions.

8. QUARTERLY REPORTS BY ACCESS PERSONS REGARDING SECURITIES ACCOUNTS.

(a) Every Access Person shall report, or cause to be reported, to the Company/Trust and Legal and Compliance Department, the information regarding any securities account established by the Access Person during any quarter. Every report shall be made not later than 10 days after the end of the calendar quarter and shall contain the following information:

(i) The name of the broker, dealer or bank with whom the Access Person established the account;

(ii) The date the account was established; and

(iii) The date that the report is submitted by the Access Person.

(b) No report is required with respect to securities accounts where such report would duplicate information recorded by NB or NB Management pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of 1940. For purposes of the foregoing, no report is required with respect to securities accounts at NB.

9. ETHICS AND COMPLIANCE COMMITTEE.

(a) The Ethics and Compliance Committee shall be composed of at least two members who shall be disinterested Director/Trustees selected by the Board of Directors/Trustees of the Company/Trust.

(b) The Ethics and Compliance Committee shall consult regularly with the Legal and Compliance Department and/or the Chief Compliance Officer and either the Committee or the

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Board of Directors/Trustees of the Company/Trust shall meet no less frequently than annually with, the Legal and Compliance Department and/or the Chief Compliance Officer regarding the implementation of this Code. The Legal and Compliance Department shall provide the Ethics and Compliance Committee with such reports as are required herein or as are requested by the Ethics and Compliance Committee.

(c) A quarterly report shall be provided to the Director/Trustees of the Company/Trust certifying that except as specifically disclosed to the Ethics and Compliance Committee, the Legal and Compliance Department knows of no violation of this Code. A representative of the Legal and Compliance Department shall attend all regular meetings of the Director/Trustees to report on the implementation of this Code.

10. ANNUAL REPORT TO BOARD OF DIRECTORS/TRUSTEES.

No less frequently than annually, the Company/Trust, NB Management and NB shall furnish to the Board of Directors/Trustees of the Company/Trust, and the Board must consider, a written report that:

(i) describes any issues arising under this Code or procedures concerning personal investing since the last such report, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations;

(ii) certifies that the Company/Trust, NB Management and NB, as applicable, have adopted procedures reasonably necessary to prevent Access Persons from violating the Code; and

(iii) identifies any recommended changes in existing restrictions or procedures based upon the Company's/Trust's or Fund's experience under the Code of Ethics, evolving industry practices, or developments in applicable laws or regulations.

11. IMPLEMENTATION.

11.1 VIOLATIONS.

Any person who has knowledge of any violation of this Code shall report said violation to the Legal and Compliance Department. The Chief Compliance Officer shall receive a report of all violations of this Code.

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11.2 SANCTIONS.

NB Management, NB, and the Ethics and Compliance Committee shall each have authority to impose sanctions for violations of this Code. Such sanctions may include a letter of censure, suspension or termination of the employment of the violator, forfeiture of profits, forfeiture of personal trading privileges, forfeiture of gifts, or any other penalty deemed to be appropriate.

11.3 FORMS.

The Legal and Compliance Department is authorized, with the advice of counsel, to prepare written forms for use in implementing this Code. Such forms shall be attached as an Appendix to this Code and shall be disseminated to all individuals subject to the Code.

11.4 EXCEPTIONS.

Exceptions to the requirements of this Code shall rarely, if ever, be granted. However, the Legal and Compliance Department shall have authority to grant exceptions on a case-by-case basis. Any exceptions granted must be in writing and reported to the Ethics and Compliance Committee.

Effective: September 2006

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ANNUAL CERTIFICATION OF COMPLIANCE WITH
NEUBERGER BERMAN MANAGEMENT INC.'S
MUTUAL FUNDS CODE OF ETHICS

I hereby certify that I have:

a) read and understand the Code of Ethics and recognize that I am subject thereto;

b) complied with the requirements of the Code of Ethics;

c) disclosed or reported all personal securities transactions required to be reported pursuant to the requirements of the Code. All my securities accounts are maintained at Neuberger. In addition, all securities holdings and accounts in which I have an interest in or control over and are not maintained at Neuberger have been disclosed; and

d) with respect to any Blind Trusts in which I have a beneficial interest, that I have no direct or indirect influence or control and have no knowledge of any transactions therein.

Print Name

Date

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Exhibit (p)(3)

THE ASSET MANAGEMENT GROUP OF LEHMAN BROTHERS
INVESTMENT MANAGEMENT DIVISION

INVESTMENT ADVISER CODE OF ETHICS

FEBRUARY 2005

TABLE OF CONTENTS

Introduction...............................................................3
Standards of Business Conduct..............................................4
Scope......................................................................5
Covered Accounts and Positions at Neuberger Berman, LLC
 ("Neuberger Berman") .....................................................6
Covered Securities.........................................................6
Personal Investment Transaction Procedures and Reporting...................7
Holding Periods............................................................8
Reporting Violations.......................................................9
Price Switch Policy.......................................................10
Same Day Price Switch.....................................................10
Covered Accounts..........................................................10
  A.  Full Price Switch...................................................10
  B.  Limited Insider Price Switch........................................11
Securities Covered under the Same Day Price Switch........................11
7-Day Price Switch (Applicable to Investment Personnel)...................11
Securities Covered under the 7-Day Price Switch...........................12
Private Placements........................................................13
Initial Public Offerings (IPOs)...........................................13
Trading When Mutual Fund Trades are Pending...............................13
Reporting and Certification Requirements..................................14
Administration of the Code................................................15
Trading of Lehman Brothers Holdings Inc. ("LEH")..........................16
Lehman Brothers Securities................................................16
Lehman Brothers Insiders..................................................17
Prohibition Regarding the Use of Material Non-Public Information..........18
Examples of Material Non-Public Information...............................18
Mutual Fund Code of Ethics................................................19
Definitions...............................................................20
Exhibit A.................................................................22

INTRODUCTION

The Asset Management Group of Lehman Brothers Investment Management Division (hereafter referred to as "AMG" or the "Firm") is the asset management division of Lehman Brothers Holdings Inc. AMG has many important assets; the most valuable is its established and unquestioned reputation for integrity and professionalism. Preserving this integrity demands the continuing alertness of every AMG Employee ("Employee"). AMG is comprised of a number of different registered investment advisers ("advisers"), each with its own investment management program, policies and procedures. Each registered investment adviser stands in a position of trust and confidence with respect to its clients as well as to clients broadly within AMG. Accordingly, each entity has a fiduciary duty to place the interests of AMG clients before the interests of the Firm and its Employees. Each Employee must avoid any activity or relationship that may reflect unfavorably on AMG as a result of a possible conflict of interest, the appearance of such a conflict, the improper use of confidential information or the appearance of any impropriety. In order to assist the Firm and its Employees in meeting our obligations as a fiduciary and pursuant to the requirements of Rule 204A-1 of the Investment Advisers Act of 1940 (the "Advisers Act") and the requirements of Rule 17j-1 under the Investment Company Act of 1940, the Firm has adopted a uniform Code of Ethics ("Code"), which governs the activities of all AMG Employees. Employees are required not only to comply with this Code but with all applicable federal securities laws. To the extent that there are policies and procedures (relating to the Code) unique to a particular division of AMG, these are included as an Addendum to this document. Attached as Exhibit A is a list of the registered investment advisers of the AMG to which these policies apply.

The core activity of AMG is the investment advisory business. Both from a legal and ethical perspective, this puts the Firm in a position of trust and responsibility to its clients and their assets. In all conceivable instances we are expected to put the interests of our clients first. If an investment opportunity that is deemed suitable for clients presents itself, the interests of clients should be the primary consideration. In fact, the interests of our clients should always be the focus of our professional activity. To that end, the Firm has established a series of rules and policies designed to ensure that all our Employees maintain the highest professional and industry standards.

STANDARDS OF BUSINESS CONDUCT

The Code incorporates the following general principles:

o Employees must at all times place the interests of clients ahead of their personal interests. Priority must be given to client trades over personal securities trades.

o All personal securities transactions must be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility;

o Employees should not engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon a client;

o In personal securities investing, Employees should follow a philosophy of investment decision-making rather than trading;

o Information concerning the identity of security holdings and financial circumstances of clients is confidential and even internally should be only disclosed on a need to know basis; and

o Independence in the investment decision-making process is paramount.

COMPLIANCE WITH LAWS AND REGULATIONS

Personal investing activities of "Supervised Persons" (defined below) can create conflicts of interest that may compromise our fiduciary duty to advisory clients. As a result, Supervised Persons are not permitted, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a client to:

a. Defraud such client in any manner;

b. Mislead such client, including by making a statement that omits material facts;

c. Engage in any manipulative practice with respect to such client; or

d. Engage in any manipulative practice with respect to securities, including price manipulation.

SCOPE

The Code covers the Firm's "Supervised Persons" which includes:

o Directors, officers, and partners of each Adviser (or other persons occupying a similar status or performing similar functions);

o Employees of the Advisers; and

o Any other person who provides advice on behalf of the Advisers and is subject to an Adviser's supervision and control.

ACCESS PERSON

The determination as to whether an individual is an Access Person shall be made by the Divisional Compliance Department. An Access Person is generally defined as any officer, director or partner of the investment adviser(1), any Supervised Person who has access to nonpublic information relating to client purchases or sales of securities, any person involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic, and any Supervised Person who has access to nonpublic information regarding portfolio holdings of Affiliated Mutual Funds.

Under the AMG Code, all Employees are defined as Access Persons.

INVESTMENT PERSONNEL

Please see the "Definitions" section at the end of this document for applicability of this term.

COVERED ACCOUNTS

"Covered Account" includes any securities account (held at a broker-dealer, transfer agent, investment advisory firm or other financial services firm) held in the name of a Supervised Person, spouse, domestic partner or minor child of a Supervised Person, any securities accounts of any other person who lives with the Supervised Person and for whom the Supervised Person provides material financial support, and any account in which any such persons have a controlling or Beneficial Interest. This also includes accounts for which a Supervised Person has power of attorney, serves as executor, trustee or custodian. Restrictions placed on transactions executed within a Covered Account also

(1) Pursuant to Rule 204A-1, if the Firm's primary business is providing investment advice, then all of its directors, officers and partners are Access Persons.

pertain to investments held outside of an account of which a Supervised Person has physical control, such as a stock certificate.

COVERED ACCOUNTS AND POSITIONS AT NEUBERGER BERMAN, LLC
("NEUBERGER BERMAN")

Neuberger Berman, in addition to being a member of the AMG of the Investment Management Division, is also a registered broker-dealer and NASD member firm. In order to effectively administer our Code, AMG requires that all securities accounts in which a Firm Employee has a Beneficial Interest ("Covered Account") be maintained at Neuberger Berman. In addition, all securities transactions effected by all Firm Employees must be executed in an account at Neuberger Berman.

EXCEPTIONS TO MAINTAINING ACCOUNTS AT NEUBERGER BERMAN

o Accounts maintained at an external broker-dealer or third-party firm and for which the Supervised Person has received written approval from the Divisional Compliance Department ("Approved Outside Account"). NOTE:
Supervised Persons must ensure that the broker dealer at which an Approved Outside Account is held submits duplicate trade confirmations and statements to the Divisional Compliance Department.

o Employees are permitted to maintain open-end mutual funds (including Affiliated Mutual Funds) directly with the mutual fund distributor in a non-brokerage account.

o Employees who wish to establish a dividend reinvestment plan directly through an issuer must obtain prior written approval from the Divisional Compliance Department and provide the Divisional Compliance Department with duplicate copies of all confirmations relating to the plan.

COVERED SECURITIES

A Covered Security includes all securities defined as such under the Advisers Act, and includes:

o Debt and equity securities (including transactions in exchange traded funds ("ETFs");

o Options (put, call, straddle) on securities, on indices, and on currencies or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing;

o All forms of limited partnership and limited liability company interests, including interests in private investment funds (E.G., hedge funds), and interests in investment clubs; and

o Shares of any Affiliated Investment Company.

The term Covered Security does not include the following:

o Direct obligations of the U.S. government (E.G., treasury securities);

o Banker's acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt obligations, including repurchase agreements;

o Shares issued by money market funds;

o Shares of open-end registered investment companies that are not advised or sub-advised by the Firm (or its affiliates); and

o Shares issued by unit investment trusts that are invested exclusively in one or more open-end registered investment companies, none of which are advised or sub-advised by the Firm (or the Firm's affiliates).

PERSONAL INVESTMENT TRANSACTION PROCEDURES AND REPORTING PRECLEARANCE
PROCEDURES

Every Access Person must contact the Neuberger Berman designated employee account contact before executing any transaction in Covered Securities held in his or her own name or in which he or she has a Beneficial Interest. Before granting such approval, the designated employee account contact shall complete the following preclearance steps by determining that:

1. No Affiliated Investment Company utilizing the pension trading desk has a pending "buy" or "sell" order in that security ;

2. The security does not appear on any Neuberger Berman "restricted list"; and

3. In the case of Access Persons who are Investment Personnel, such transaction is not short selling or option trading that is economically opposite any current holding by any investment company.

The following securities, transactions and accounts are EXEMPT from preclearance requirements:

1. Securities transactions effected in blind trusts;

2. The acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities;

3. Transactions in Discretionary Accounts;

4. The acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of securities, to the extent the rights were acquired in the issue, and sales of such rights so acquired;

5. Transactions in shares of affiliated open-end funds;

6. Transactions in approved outside accounts.

7. Options on the Standard & Poor's "500" Composite Stock Price Index; and

8. Other securities that may from time to time be so designated in writing by the Divisional Compliance Department.

Obtaining preclearance approval does not constitute a waiver of any prohibitions, restrictions, or disclosure requirements in this Code.

HOLDING PERIODS

30 DAY

All securities positions established in any Covered Account must be held for at least 30 calendar days. The holding period is measured on a Last In-First Out basis. Positions included in this 30-day holding requirement are equities, options or other derivatives on equities, fixed income instruments which contain an equity feature (e.g. convertibles), below investment grade fixed income securities and Affiliated Mutual Funds.

60 DAY

Investment Personnel are required to hold shares of Affiliated Mutual Funds for at least 60 days. Please consult the applicable MUTUAL FUND CODE for each Adviser for further information.

6 MONTH

All Employee purchases of Lehman Brothers Securities are subject to a SIX (6) MONTH HOLDING PERIOD. Please see the section below entitled "Trading in Lehman Brothers Holdings for further details.

EXCLUSIONS

The following are excluded from the 30-day holding period requirement: U.S. Treasury obligations, non-affiliated open-end mutual funds, investment grade fixed income instruments without an equity feature, options on market indices and other instruments designed to replicate activity of market indices (such as SPDR's, DIAMONDS etc.), covered calls, hedges on existing positions (held over 30 days), and tax driven strategies (such as costless collars) which are pre-approved by the Divisional Compliance Department.

Positions where there is a loss over 10% are also excluded from the holding period requirement. However, this exclusion does not apply to losses in options on equities. Further, the exclusion for losses over 10% does not apply if a pattern of losses taken within 30 days is detected.

AMG recognizes that Firm Employees may acquire shares of Affiliated Mutual Funds in their Lehman 401k plan through payroll deductions on a frequent basis and that imposition of the applicable holding period for the Lehman 401k plan would be unduly burdensome. Accordingly, there will be no formal holding period for the Lehman 401k plan. However, AMG Employees are not permitted to engage in any excessive trading or activity that under any circumstances would constitute market timing.

EXCEPTIONS AND QUESTIONS

Questions regarding the policy and/or any requests for exceptions to this policy should be directed in writing or by e-mail to the Divisional Compliance Officer within AMG. Attached as Exhibit A is a list of Compliance Officers and departments for each division.

REPORTING VIOLATIONS

Every Employee must immediately report any violation of the Code to the Divisional Compliance Officer. All reports will be treated confidentially and investigated promptly and appropriately. The Firm will not retaliate against any Employee who reports a violation of the Code in good faith and any retaliation constitutes a further violation of the Code. The Divisional Compliance Officer will keep records of any violation of the Code, and of any action taken as a result of the violation.

Violations of the policy may lead to disgorgement of profits, suspension of trading privileges for the particular Employee, or disciplinary action up to and including termination.

PRICE SWITCH POLICY

The price switch policy has been implemented as a best practice to ensure that when a trade is executed in a client account, the price the client receives is always fair. The client is never to be at a disadvantage if an Insider or Limited Insider trades the same security the same day as the client.

The definition of an Insider and a Limited Insider is as follows:

o An Insider includes Access Persons, their spouses, parents, grandparents, children and grandchildren. Also included are other relatives living in the same household as any member the Employee's Portfolio Management Group and any other accounts in which the Employee has a financial interest, or the account of any person to whose financial support the Employee materially contributes.

o A Limited Insider includes the Access Person's mother-in-law, father-in-law, son-in-law, sibling, brother-in-law, daughter-in-law, and sister-in-law. Limited Insider Accounts also include the accounts of any estate or trust where an Employee is an executor, trustee or other fiduciary with a beneficial interest in the account, and any person having knowledge of any proposed purchase and/or sale of securities for the account.

SAME DAY PRICE SWITCH

COVERED ACCOUNTS

A. FULL PRICE SWITCH

For purposes of the Firm Same Day Price Switch Policy, Insider Accounts (whether they are managed for a fee or not) are subject to being price switched vs. any Firm investment advisory or discretionary client account.

No Insider Account may receive a more favorable execution price on the same day than any Firm investment advisory or discretionary client account if the total price difference is greater than $1,000. This policy applies to all Access Person's accounts regardless of whether the AMG Employee's group or any other Portfolio Management Group at the Firm manages them. The Neuberger Berman Compliance Department will effect a price switch to enforce this policy. The Neuberger Berman Compliance Department will determine which client gets the benefit of the price switch. The determination is made based upon the client who received the worst price of the day. If there is more than one client that received the worst price of the day, the Neuberger Berman Compliance Department will randomly choose which clients would benefit from the price switch. Under no circumstances may a Portfolio Manager choose or have any input into the decision as to which client account is to receive the benefit of a price switch.

B. LIMITED INSIDER PRICE SWITCH

Limited Insider Accounts are only subject to being price switched against a Firm investment advisory or discretionary account that is managed by the related Firm Employee or their Portfolio Management Group. No Limited Insider Account may receive a more favorable execution price on the same day than that received by any Firm investment advisory or discretionary account that is managed by the related Employee or the Employee's Portfolio Management Group if the total price difference is greater than $1,000. When the related Employee works directly with another person or group, this price switching policy extends to the investment advisory or discretionary accounts managed by that other person or group as well.

SECURITIES COVERED UNDER THE SAME DAY PRICE SWITCH

All common stock, corporate bonds, municipal bonds, and all options thereon are subject to price switching verses an investment advisory or discretionary client account in the same security on the same day. Short sales and Short-Against-the-Box sales are also subject to being switched.

Options will be price switched if any Firm investment advisory or discretionary account buys or sells the same put or call as the Covered Account, or if the client's Portfolio Manager exercises an option and also trades the same common stock for his or her clients.

EXCEPTIONS

Limited Insider Accounts will not be subject to price switching as long as these accounts are managed for a fee.

7-DAY PRICE SWITCH (APPLICABLE TO INVESTMENT PERSONNEL)

If any Investment Person purchases a Covered Security held, or by reason of such transaction held, in his or her own name or in which he or she has a Beneficial Interest and within seven (7) days prior or subsequent thereto a Company/Trust or Fund with respect to which he or she is an Investment Person has purchased or purchases the same security, then, to the extent that the price paid per share by such Company/Trust or Fund for such purchase was or is less favorable than the price paid per share by such Investment Person, such Company/Trust or Fund shall have the benefit of the more favorable price per share.

If any Investment Person sells a Covered Security held in his or her own name or in which he or she has a Beneficial Interest and within seven (7) days prior or subsequent thereto a Company/Trust or Fund with respect to which he or she is an Investment Person has sold or sells the same security, then, to the extent that the price received per share by such Company/Trust or Fund for such sale was or is less favorable than the price received per share by such Investment Person,

such Company/Trust or Fund shall have the benefit of the more favorable price per share.

An amount of money necessary to effectuate the price switch shall be transferred from the account of the Employee or Investment Person subject to the price switch policies, to the Investment Company's or Fund's account, as the case may be. The price switch shall be limited to the number of shares purchased or sold by the Employee or Investment Person or the number of shares purchased or sold by the Investment Company or Fund, as the case may be, whichever is smaller.

SECURITIES COVERED UNDER THE 7-DAY PRICE SWITCH

All common stock, corporate bonds, municipal bonds, and all options thereon are subject to price switching versus a Firm investment advisory or discretionary client account in the same security on the same day. Short sales and Short-Against-the-Box sales are also subject to being switched.

EXCEPTIONS TO 7-DAY PRICE SWITCH

Notwithstanding the foregoing, price switching shall not apply to:

(i) Securities transactions effected in blind trusts;

(ii) Securities transactions that are non-volitional on the part of the Employee, Investment Person or the Investment Company;

(iv) The acquisition of securities through the exercise of rights issued by an issuer PRO RATA to all holders of a class of securities, to the extent the rights were acquired in the issue, and sales of such rights so acquired;

(v) Options on the Standard & Poor's "500" Composite Stock Price Index;

(vi) Transactions in which the adjustment resulting from the price switch is less than One Thousand Dollars ($1,000.00),

(vii) Transactions arising through arbitrage, market making activities or hedged options trading;

(viii) Transactions in the Lehman Profit Sharing and Retirement Plan;

(ix) Transactions involving odd lots; and

(x) Other securities that may from time to time be so designated in writing by the Divisional Compliance Department.

PRIVATE PLACEMENTS

It is the policy of the Firm that before purchasing any security offered in a private placement in a Covered Account (including stocks, bonds, options, warrants and hedge fund investments), all Access Persons must obtain the advance written approval of both the Divisional Compliance Officer and the Chief Investment Officer and/or appropriate AMG designee for the particular division in which the Access Person works.

This policy is intended to ensure the following: (i) there is no actual conflict or the appearance of conflict between an Access Person's private investment and activity conducted on behalf of other clients; (ii) an Access Person's actions do not give the appearance that the Firm is endorsing the investment; (iii) that involvement in this and other outside activities does not breach an Access Person's obligation to devote his/her professional efforts exclusively for the AMG in which he/she is employed; and (iv) securities are not being offered to an Access Person by virtue of his/her position or relationship at the Firm.

A Private Placement and Hedge Fund Approval Form can be obtained from the Divisional Compliance Officer which may be used to seek approval for participation in private placements or hedge funds. The form must be accompanied by appropriate supporting documentation concerning the investment, including the private placement memoranda, subscription documents, and periodic statements. You must notify the Divisional Compliance Officer of any changes to your investment.

INITIAL PUBLIC OFFERINGS (IPOS)

Firm policy consistent with NASD Rule 2790, prohibits all Supervised Persons from participating in IPOs.

TRADING WHEN MUTUAL FUND TRADES ARE PENDING

No Insider Account or Limited Insider Account (as defined in the Price Switching section herein) is permitted to trade in any security, or a derivative of such security, while there is a pending order (either through the Firm or otherwise) in such security for any equity mutual fund advised or sub-advised by the Firm.

The designated employee contact shall complete the same preclearance steps as outlined above.

No Firm Employee should knowingly enter any order whereby Covered or Limited Insider accounts receive a more advantageous price than that received by a mutual fund in that security on the same day.

In the case of Access Persons who are Investment Personnel of the Mutual Funds, no transaction that is short selling or any derivative having the same economic effect as a short sale of any security shall be permitted.

REPORTING AND CERTIFICATION REQUIREMENTS

All forms will be provided by the Divisional Compliance or applicable Human Resource Department. Unless otherwise instructed all reports should be submitted to the Divisional Compliance Department.

INITIAL

Access Persons are required to file an initial report of securities holdings within 10 days of hire, or within 10 days of becoming an Access Person. Access Persons are required to certify that they have read and understand the Code of Ethics.

Access Persons must arrange for securities accounts to be transferred to Neuberger Berman unless prior written approval from the Divisional Compliance Contact is obtained.

QUARTERLY

Access Persons are required to report Covered Securities transactions; within 30 days after the end of the calendar quarter. Access Persons are required to report gifts of covered securities received during the quarter; within 30 days after the end of the calendar quarter. Access Persons are required to disclose changes to Covered Accounts (new, closed, and transferred); within 30 days after the end of the calendar quarter.

ANNUAL

Access Persons are required to disclose securities holdings on or before January 30 of each year. Access Persons are required to certify they have read, understand, and complied with the Code of Ethics; on or before January 30 of each year.

AMENDMENTS TO THE CODE

If amendments are made to the Code on other than an annual basis and determined to be material, Access Persons will be required to submit a written acknowledgement that they have received, read and understood the amendments.

EXCEPTIONS TO HOLDINGS REPORT

If an Access Person has previously provided confirms and statements of all securities transactions and the Firm has maintained them as a composite record, the Access Person can satisfy the initial or annual holdings report requirement by timely confirming the accuracy of the statement or composite in writing.

Since all Employees, unless they have received permission otherwise, are required to maintain their securities accounts and positions at Neuberger Berman holdings reports will not be required if they duplicate information already maintained at Neuberger Berman. However, holdings reports will be required for any approved outside accounts.

ADMINISTRATION OF THE CODE

The Divisional Compliance Department will receive and review all reports submitted pursuant to the Code. The Divisional Compliance Department will review the reports to determine that Access Persons trades are consistent with requirements and restrictions set forth in the Code and do not otherwise indicate any improper trading activities. The Divisional Compliance Officer will also ensure that all books and records relating to the Code are properly maintained. The Firm will maintain the following records in a readily accessible place:

o A copy of each Code that has been in effect at any time during the past five years;

o A record of all written acknowledgements of receipt, review and understanding of the Code and amendments for each person who is currently, or within the past five years was, a Supervised Person;(2)

o A record of each report made by an Access Person, including any brokerage confirmations and brokerage account statements obtained from Access Persons;

o A list of the names of persons who are currently, or within the past five years were, Access Persons;

o A record of any decision for approving the acquisition of securities by Access Persons in private placements and hedge funds for at least five years after the end of the fiscal year in which approval was granted.

(2) These records must be kept for five years after the individual ceases to be a supervised person of the firm.

MONITORING OF PERSONAL INVESTMENT TRANSACTIONS

The Divisional Compliance Departments have each designated individuals responsible for reviewing and monitoring on a regular basis personal investment transactions and trading patterns of Access Persons.

TRADING OF LEHMAN BROTHERS HOLDINGS INC. ("LEH")

LEHMAN BROTHERS SECURITIES

All Employee purchases of Lehman Brothers Securities, other than SAVRS or money market funds, are subject to the SIX (6) MONTH HOLDING PERIOD.

o Sales will be permitted during the six-month holding period only in hardship cases consistent with the Firm's Policy for transactions in other securities generally.

Employee transactions in debt and equity securities, including derivative products, issued by any Lehman Brothers entity3 (hereafter referred to as "Lehman Brothers Securities") are subject to all aspects of the policy, as modified below. Approval of purchases effected in an Employee's 401(k) Plan or pursuant to the Employee Stock Purchase Plan (or other Firm sponsored plan) is not required. (Sales are still subject to the six (6) month holding period.)

As with all other securities, naked short sales of Lehman Brothers common stock are prohibited. While "short against the box" transactions are permitted, the long position may not be liquidated before the short position. (See "Short Sales" below.)

The ONLY permissible Employee transactions in options on Lehman Brothers common stock are the sale of COVERED calls or the purchase of puts to protect existing positions that have been maintained for at least six (6) months. Employees are prohibited from writing covered calls or buying puts to protect their Restricted Stock Unit (RSU) positions, as well as shares acquired through the Employee Stock Purchase Plan that have not been maintained for the required six (6) month holding period. Lehman securities must be long in the Employees Lehman Brothers, Neuberger Berman, or Fidelity Investments account in order to execute covered option positions.

(3) This restriction does not apply to transactions in closed-end funds issued by any Lehman Brothers entity. All Affiliated Funds are subject to a minimum 30 day holding period.

In addition, all Employee transactions in Lehman Brothers Securities may be prohibited during "blackout" periods, such as those surrounding significant corporate announcements. Employees should consult with the Divisional Compliance Department as to whether a "blackout" is in effect before placing a trade in Lehman Brothers Securities. Employee and Employee-related accounts generally may not purchase or sell Lehman Brothers Securities on the day earnings are released, or on the day preceding the announcement. Further, it is the Employee's obligation to cancel any open limit orders during this period. Failure to cancel these orders will result in the Firm's unilateral liquidation of any executed transactions at the Employee's expense. Any profits resulting from liquidation will be donated to a charity. At no time may any Employee engage in any transaction in Lehman Brothers Securities if the Employee is in possession of material information not known to the general public with respect to the Firm or the securities.

ANY EXCEPTIONS TO THIS SECTION OF THE POLICY MAY BE GRANTED ONLY IN VERY LIMITED CIRCUMSTANCES AND ONLY WITH THE PRIOR APPROVAL OF THE CHIEF LEGAL OFFICER OF LEHMAN BROTHERS HOLDING INC. AND THE GLOBAL HEAD OF COMPLIANCE FOR LEHMAN BROTHERS HOLDINGS INC.

LEHMAN BROTHERS INSIDERS

Certain high-level Employees ("Insiders"), who by reason of his or her job responsibilities may from time to time have access to material nonpublic information concerning the Firm, have been notified in writing by the Corporate Secretary's Office that they may not trade in Lehman Brothers Securities AT ALL during certain periods, or when material information is about to be released to the general public. The Firm's list of Insiders is derived from three categories of persons: those who serve on senior management committees, those who have access to confidential "flash" revenue or similar reports regarding the Firm or any significant segment thereof, and those whose job responsibilities potentially involve access to material nonpublic information.

As a result, these Employees are not permitted to trade in any Lehman Brothers Securities at any time during "blackout" periods which are longer than those applicable to Lehman Brothers Employees in general EXCEPT with the prior approval of the Corporate Secretary's Office. For Employees designated as an "insider", the "blackout" periods begin with the fourth trading day prior to the end of the quarter and end at the end of the day on which earnings are announced. Additional "blackout" periods may also be imposed whenever a very significant, but not public, matter is being reviewed.

As a means for Insiders to transact in Lehman Brothers Securities during blackout periods, Insiders can establish a 10b5-1 plan, which allows an Insider to give irrevocable instructions to a broker PRIOR to a "blackout" period, to be executed during the "blackout" and thereafter, PROVIDED the Insider" is not in possession of material nonpublic information at the time such instructions are given.

PROHIBITION REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION

It is illegal to trade (or provide information to others for them to trade) while you are in possession of Material Non-Public Information" that has not been publicly disseminated. Material Non-Public Information is information that has not been publicly disclosed and which a reasonable investor would utilize to make an investment decision. Information about the Firm is nonpublic if it is received under circumstances which indicate that it is not yet in general circulation and may be attributable, directly or indirectly, to the Firm or its Insiders.

Information should be not considered to have been publicly disclosed until a reasonable time after it has been made public (for example, by a filing with the SEC or by a press release). An individual who has access to Material Non-Public Information may not attempt to "beat the market" by trading simultaneously with, or shortly after, the release of the information to the public.

If in doubt about whether something is "material" or whether it has been "publicly disseminated" please contact the Divisional Compliance Department.

EXAMPLES OF MATERIAL NON-PUBLIC INFORMATION

While it is not possible to identify all information that would be deemed Material Non-Public Information," the following types of information ordinarily would be included in the definition if not yet publicly released:

o Financial performance, especially quarterly and year-end earnings, and significant changes in financial performance or liquidity.
o Financial projections and strategic plans.
o Potential mergers and acquisitions or the sale of significant assets or subsidiaries.
o New major contracts, orders, suppliers, customers, or finance sources, or the loss thereof.
o Major discoveries or significant changes or developments in products or product lines, research or technologies.
o Significant changes or developments in supplies or inventory, including significant product defects, recalls or product returns.
o Significant pricing changes.
o Stock splits, public or private securities/debt offerings, or changes in dividend policies or amounts.
o Significant changes in senior management.
o Significant labor disputes or negotiations.
o Actual or threatened major litigation or the resolution of such litigation.
o Tender offers.

Violations of federal law may give rise to civil as well as criminal liability, including the imposition of fines.

MUTUAL FUND CODE OF ETHICS

In addition to the IA Code of Ethics that applies to all Firm Employees, some Employees are subject to the applicable mutual funds' Code of Ethics ("Fund Code"). The Fund Code applies to all the mutual funds for which a division of the Firm is distributor, adviser or sub-adviser. Some of the provisions of the Fund Code are the same as the trading policies that apply to all AMG Employees. Other provisions that are unique to the Fund Code apply only to those Employees who are considered to be "Access Persons" with respect to the mutual funds ("Fund Access Persons").

"Fund Access Persons" for purposes of the applicable Fund Code includes directors and officers of each investment adviser to a Fund. Fund Access Persons also includes Employees who, in connection with their regular functions or duties, make, participate in, or obtain information regarding the purchase or sale of securities by a mutual fund, or whose functions relate to the making of any recommendations with respect to mutual fund purchases or sales and any person in a control relationship to a mutual fund for which the Firm is a distributor, investment adviser or sub-adviser who obtains information concerning securities recommendations made to the mutual fund with regard to the purchase and sale of securities..

Some of the provisions of the Fund Code apply only to those Fund Access Persons who are considered to be Investment Persons These are Employees who, in connection with their regular functions or duties, make or participate in making recommendations regarding the purchase or sale of securities by a particular mutual fund. For example, the Portfolio Manager of a mutual fund is considered to be an Investment Person with respect to that mutual fund, as are Employees who work closely with that Portfolio Manager. Other Employees may also be considered Investment Persons.

The determination as to whether an Employee is an Access Person or an Investment Person is made by the Divisional Compliance Department.

EXCEPTIONS TO THE CODE

The Divisional Compliance Department shall have authority to grant exceptions to the requirement of his/her Code on a case-by-case basis. Any exceptions granted must be in writing.

DEFINITIONS

ACCESS PERSONS- ALL EMPLOYEES OF AMG.

AFFILIATED MUTUAL FUND - Each registered investment company and series thereof advised or sub-advised by a subsidiary of Lehman Brothers Holdings, Inc.

BENEFICIAL INTEREST - Refers to a security or account in which an Employee:

o either has the power to make investment decisions;
o has a financial interest in the securities or the securities account; or
o has a security or account which is held in the name of any member of his/her Immediate Family.

BLIND TRUST - a trust in which an Access Person or Employee has Beneficial Interest or is the settlor with a power to revoke, with respect to which the Compliance Department has determined that such Access Person or Employee has no direct or indirect influence or control over the selection or disposition of securities and no knowledge of transactions therein, provided, however, that direct or indirect influence or control of such trust is held by a person or entity not associated with Lincoln or any affiliate of Lincoln and not a relative of such Access Person or Employee.

DISCRETIONARY ACCOUNT - An account in which an Employee gives an unaffiliated broker discretion to buy and sell securities. Such account has been approved in writing by the Divisional Compliance Department.

DIVISIONAL COMPLIANCE DEPARTMENT - The Compliance Department for the respective division in which an Access Person is employed.

DIVISIONAL COMPLIANCE OFFICER - The Compliance Officer or designee assigned to a particular division and as named in Exhibit A of this Code.

IMMEDIATE FAMILY - Includes your spouse as well as any of the following relatives who share the same household with you: child, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law.

INSIDER - An Insider includes access persons, their spouses, parents, grandparents, children and grandchildren. Also included are other relatives living in the same household as any member the Employee's portfolio management

group and any other accounts in which the Employee has a financial interest, or the account of any person to whose support the Employee materially contributes.

INSIDER ACCOUNT - A securities account in the name of an Insider

INVESTMENT PERSONNEL - Any Employee of AMG who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by a Fund; and any natural person who controls AMG and who obtains information concerning recommendations made to such Fund regarding the purchase or sale of securities by such Fund. The determination as to whether an individual is an Investment Person shall be made by the Divisional Compliance Department.

LIMITED INSIDER - A Limited Insider includes the access person's mother-in-law, father-in-law, son-in-law, sibling, brother-in-law, daughter-in-law, and sister-in-law. Limited Insider accounts also include the accounts of any estate or trust where an Employee is an executor, trustee or other fiduciary with a beneficial interest in the account, and any person having knowledge of any proposed purchase and/or sale of securities for the account.

LIMITED INSIDER ACCOUNT - A securities account in the name of a limited Insider.

OUTSIDE ACCOUNT - A brokerage account that is maintained with a firm other than Neuberger Berman and for which the Supervised Person has received formal written approval from the Divisional Compliance Department to maintain.

EXHIBIT A

DIVISIONAL COMPLIANCE INFORMATION

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         DIVISION           COMPLIANCE OFFICER      CONTACT
                                                  INFORMATION
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EXECUTIVE MONEY             Brad Cetron        (646) 497-4654
MANAGEMENT, INC.            Laura Wajs         (646) 497-4666
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LEHMAN BROTHERS Chamaine Williams (212) 526-5324 ALTERNATIVE INVESTMENT James Barling (212) 526-3886
MANAGEMENT

LEHMAN BROTHERS ASSET       Chamaine Williams  (212) 526-5324
MANAGEMENT INC.             James Barling      (212) 526-3886
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LINCOLN CAPITAL FIXED       Lori Loftus        (312) 627-4315
INCOME MANAGEMENT COMPANY   MaryAnn McCann     (312) 627-4338
LLC
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NEUBERGER BERMAN ASSET      Brad Cetron        (646) 497-4654
MANAGEMENT, LLC             Laura Wajs         (646) 497-4666
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NEUBERGER BERMAN            Brad Cetron        (646) 497-4654
INVESTMENT SERVICES, LLC    Laura Wajs         (646) 497-4666
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NEUBERGER BERMAN, LLC       Brad Cetron        (646) 497-4654
                            Laura Wajs         (646) 497-4666
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NEUBERGER BERMAN            Phil Carroll       (646) 497-4653
MANAGEMENT INC.
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SAGE PARTNERS LLC           Brad Cetron        (646) 497-4654
                            Laura Wajs         (646) 497-4666
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ADDENDUM

LINCOLN CAPITAL FIXED INCOME MANAGEMENT COMPANY, LLC

Scope - Accounts, Exceptions

In addition to the exceptions listed on page six of the Investment Adviser Code of Ethics, Lincoln Capital employees are permitted to maintain mutual fund holdings at Fidelity. These accounts must be disclosed to the Compliance Department for monitoring and review purposes.