SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant X

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
X Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

Neuberger Berman Advisers Management Trust

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(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

X No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

o Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

BALANCED PORTFOLIO, GROWTH PORTFOLIO, GUARDIAN PORTFOLIO, INTERNATIONAL
PORTFOLIO, LIMITED MATURITY BOND PORTFOLIO, LIQUID ASSET PORTFOLIO, MID-CAP
GROWTH PORTFOLIO, PARTNERS PORTFOLIO, AND SOCIALLY RESPONSIVE PORTFOLIO

August 28, 2000

Dear Variable Contract Owner:

The attached Proxy Statement discusses three Proposals (the "Proposals")
to be voted upon by the holders of interests of the above-named series (each a
"fund") of Neuberger Berman Advisers Management Trust (the "Trust"). The series
of the Trust are offered only to life insurance companies ("Insurance
Companies") to serve as investment vehicles under their variable annuity and
variable life insurance contracts ("Variable Contracts") and, in the case of the
Balanced Portfolio, are also offered to qualified pension and retirement plans.
You are asked to review the Proxy Statement and to cast your vote on the
Proposals. THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS A VOTE FOR
ALL OF THE PROPOSALS.

The Proposals seek your approval to elect eighteen Trustees to serve on
the Board of Trustees of the Trust, to allow the funds greater investment
flexibility by changing their policy on diversification, and to ratify the Board
of Trustees' selection of each fund's independent auditors.

YOUR VOTE IS IMPORTANT TO US. After reviewing the attached materials,
please complete, sign and date your voting instruction card or proxy card and
mail it promptly in the enclosed postage paid envelope.

If you have any questions, please call 1-800-877-9700. Our representatives
will be glad to assist you. Thank you for your response and your continued
support of the Neuberger Berman funds.

Very truly yours,

/s/ Peter Sundman
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Peter Sundman
President
Neuberger Berman Management Inc.

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 31, 2000
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WHO IS ASKING FOR YOUR VOTE?
- ----------------------------

The Board of Trustees of Neuberger Berman Advisers Management Trust.

WHERE WILL THE MEETING BE HELD?
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The meeting will be held at the offices of Neuberger Berman, LLC, 605 Third
Avenue, 41st Floor, New York, New York 10158-3698, on October 31, 2000 at 10:30
a.m. Eastern time.

WHO IS ELIGIBLE TO VOTE?
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Shareholders who owned shares of one or more funds at the close of business on
August 15, 2000 are entitled to vote at the meeting and any adjournment. Owners
of Variable Contracts having a beneficial interest in the funds on the record
date are entitled to vote as though they were shareholders. Accordingly,
references to shareholders or owners of shares in these materials include
Variable Contract owners.

WHAT ARE THE DIFFERENT WAYS TO VOTE THIS PROXY?
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There are a number of ways to vote your shares:

You may vote by completing the enclosed voting instruction card or
proxy card by dating, signing and returning it in the postage paid
envelope. PLEASE NOTE THAT IF YOU SIGN AND DATE THE VOTING
INSTRUCTION CARD(S) OR PROXY CARD(S) BUT GIVE NO VOTING
INSTRUCTIONS, YOUR SHARES WILL BE VOTED "FOR" THE PROPOSALS
DESCRIBED ABOVE.

Certain shareholders may vote through the Internet by visiting the
website identified on their voting instruction card.

If you plan to attend the meeting, you may vote in person. PLEASE
NOTE, THAT IF YOU COMPLETE A VOTING INSTRUCTION CARD OR VOTE A PROXY
AND THEN VOTE IN PERSON AT THE MEETING, YOUR VOTING INSTRUCTION CARD
OR PROXY IS AUTOMATICALLY REVOKED). IF YOU PLAN TO ATTEND THE
MEETING, PLEASE CALL THE FUNDS AT (800) 877-9700.

If you own shares of more than one fund, you must submit a separate voting
instruction card or proxy card for each fund in which you own shares. Unless the
voting instruction cards or proxy cards submitted by corporations and
partnerships are signed by the appropriate persons as indicated in the
instructions on the cards, they will not be voted.

Any additional proposals submitted to a vote at the meeting by anyone
other than the officers or Trustees of the funds may be voted only in person or
by written proxy.

By order of the Board of Trustees,

/s/ Claudia A. Brandon
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Claudia A. Brandon
Secretary
Neuberger Berman Advisers Management Trust

August 28, 2000
New York, New York

NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST

605 THIRD AVENUE
NEW YORK, NEW YORK 10158-0180
1-800-877-9700

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PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 31, 2000

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VOTING INFORMATION

The Board of Trustees of Neuberger Berman Advisers Management Trust (the
"Trust") is asking you to sign the enclosed voting instruction card(s) or proxy
card(s) for use at a Special Meeting of Shareholders of the funds listed above,
to be held on October 31, 2000 at 10:30 a.m. Eastern time, at the offices of
Neuberger Berman, LLC, 605 Third Avenue, 41st Floor, New York, New York
10158-3698, and at any adjournments thereof (the "Meeting"). This Proxy
Statement is first being mailed on or about August 28, 2000.

This Proxy Statement contains information about three proposals that apply
to the shareholders of all of the funds.

PROPOSAL 1: To elect eighteen (18) Trustees to serve on the Board of Trustees
until their successors are duly elected and qualified.

PROPOSAL 2: To approve a change in a fundamental investment limitation
concerning diversification.

PROPOSAL 3: To ratify the selection of independent auditors for each fund.

This Proxy Statement sets forth concisely the information that a
shareholder of the funds should know before voting on the Proposals. It should
be read and retained for future reference.

One-third of each fund's shares outstanding and entitled to vote on August
15, 2000 ("Record Date"), represented in person or by proxy, make up a quorum
and must be present for the transaction of business at the Meeting with respect
to that fund. Shares of all funds will vote together for the election of
Trustees (Proposal 1), and the presence of one-third of the shareholders of the
Trust constitutes a quorum for purposes of that proposal. Each fund's
shareholders will vote separately on each other Proposal with respect to that

fund; if you are a shareholder of more than one fund, you will be voting on each
such Proposal separately with respect to each fund in which you hold shares.

If a quorum is not present at the Meeting or a quorum is present but
sufficient votes to approve any Proposal are not received, or for any other
reason, the persons named as proxies may propose one or more adjournments of the
Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of those shares voting at the Meeting in person or
by proxy. The persons named as proxies will vote those proxies that they are
entitled to vote FOR any proposal in favor of such an adjournment and will vote
those proxies required to be voted AGAINST a proposal against such adjournment.
A shareholder vote may be taken on any one or more of the Proposals in this
Proxy Statement prior to such adjournment if sufficient votes have been received
for approval and it is otherwise appropriate.

If the enclosed voting instruction card or proxy is properly executed and
returned in time to be voted at the Meeting, the shares represented by the
voting instruction card or proxy will be voted in accordance with the
instructions marked thereon. If no instructions are marked on the voting
instruction card or proxy, it will be voted FOR each Proposal described in the
accompanying Notice of Special Meeting of Shareholders and FOR the election of
each candidate nominated by the Board to serve as a Trustee. If a Variable
Contract owner does not submit a voting instruction card on time, the owner's
Insurance Company will vote the owner's interests in the same proportion as
interests for which it has received timely instructions. Abstentions will be
counted as shares that are present and entitled to vote for purposes of
determining the presence of a quorum and will have a negative effect on
Proposals 2 and 3. Abstentions will not be treated as votes "cast" and therefore
will have no effect on Proposal 1. Each Insurance Company will vote shares of
the funds held by each of its separate accounts that fund the Variable Contracts
in accordance with instructions received from the Variable Contract owners. Each
Insurance Company will also vote shares of the funds held in each separate
account for which it has not received timely instructions, as well as any shares
held in its general account, in the same proportion as it votes shares held by
that separate account for which it has received instructions. Shareholders of
the funds and Variable Contract owners permitted to give instructions, and the
number of shares for which such instructions may be given for purposes of voting
at the Meeting and any adjournment thereof, will be determined as of the record
date. The trustees of the qualified pension and retirement plans may vote the
shares of the Balanced Portfolio held by the plans.

Any shareholder who has given a proxy has the right to revoke it any time
prior to its exercise by attending the Meeting and voting his or her shares in
person, or by submitting a letter of revocation or a later-dated voting
instruction card or proxy to the Trust at the address indicated on the enclosed
envelope provided with this Proxy Statement. Any letter of revocation or
later-dated voting instruction card or proxy must be received by the Trust prior
to the Meeting and must indicate your name and account number to be effective.
Proxies or voting instructions transmitted over the telephone or Internet may be
revoked at any time before they are voted at the Meeting in the same manner that
proxies voted by mail may be revoked.

Proxy solicitations will be made primarily by mail, electronic
transmission or personal meetings with officers and employees of NBMI,
affiliates of NBMI or other representatives of the funds. NBMI serves as
principal underwriter and administrator of the funds. NBMI and its affiliates

will not receive any compensation from the funds for proxy solicitation
activities. Proxy solicitations may also be made by our proxy solicitor. If
votes are recorded by telephone, our proxy solicitor will use procedures
designed to authenticate shareholders' identities, to allow shareholders to
authorize the voting of their shares in accordance with their instructions, and
to confirm that a shareholder's instructions have been properly recorded. You
may also vote by mail, and for some Variable Contract owners, through a secure
Internet site. The cost of solicitation and the expenses incurred in connection
with preparing this Proxy Statement and its enclosures will be paid by the
funds. ANY PROPOSAL SUBMITTED TO A VOTE AT THE MEETING BY ANYONE OTHER THAN THE
OFFICERS OR TRUSTEES OF THE TRUST MAY BE VOTED ONLY IN PERSON OR BY WRITTEN
PROXY.

For soliciting services, our proxy solicitor will be paid fees and
expenses of up to approximately $41,994, $191,655, $34,158, $0, $57,919, $6,950,
$110,250, $234,632, and $442 for Balanced Portfolio, Growth Portfolio, Guardian
Portfolio, International Portfolio, Limited Maturity Bond Portfolio, Liquid
Asset Portfolio, Mid-Cap Growth Portfolio, Partners Portfolio, and Socially
Responsive Portfolio, respectively.

The funds are separate series of the Trust. NBMI serves as the investment
manager and Neuberger Berman, LLC ("Neuberger Berman") serves as sub-adviser to
each fund.

As of June 30, 2000, the following numbers of shares were outstanding with
respect to each fund:

Fund Shares Outstanding
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Balanced 8,648,715

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Growth 22,88,180

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Guardian 7,210,887

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International -0-

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Limited Maturity Bond 16,059,099

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Liquid Asset 23,584,092

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Mid-Cap Growth 19,195,569

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Partners 51,926,410

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Socially Responsive 147,528

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In addition, to the Trust's knowledge, as of June 30, 2000, the following
Insurance Companies owned of record more than five percent of the outstanding
shares of each fund.

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NB AMT Liquid Assets Hartford Life Insurance Company
FBO: Hartford Life Insurance
Attn: Carol Lewis
200 Hopmeadow Street
Simsbury, CT 06089
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Ameritus Life Insurance Company
Separate Account LLVL
Attn: Julie Williams
P.O. Box 81889
Lincoln, NE 68501
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NB AMT Growth Nationwide Life Variable
Growth Portfolio
IPO Box 182029
Columbus, OH 43218-2029
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NB AMT Limited Maturity Bond Nationwide Life Variable
Growth Portfolio
IPO Box 182029
Columbus, OH 43218-2029
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Security Life of Denver
Variable Operations
1290 Broadway
Denver, CO 80203-5699
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NB AMT Balanced Nationwide Life
Financial Horizons Account 1
IPO P.O. Box 182029
Columbus, OH 43218-2029
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Nationwide Life Multi Flex NEA
IPO P.O. Box 182029
Columbus, OH 43218-2028
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Penn Mutual Life Insurance co.
Attn: John Heiple VIM C3D
Independence Square
Philadelphia, PA 19172
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Penn Insurance & Annuity Pennant
Attn: Elva Carberry Mail Code C3D
600 Dresher Rd.
Horsham, PA 19044
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NB AMT Socially Responsive Neuberger Berman Management
Attn: Michael J. Weiner
605 Third Avenue
New York, NY 10158
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Neuberger Berman, LLC
Attn: Ron Staib, Ops Control Dept.
55 Water Street, 27th Floor
New York, NY 10041
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Reliastar Life Insurance Co.
FBO: Select Life 2/3
Route 5106, P.O. Box 20
Minneapolis, MN 55440
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Reliastar Life Insurance Co.
FBO: Select III Non Qualified
Route 5106, P.O. Box 20
Minneapolis, MN 55440
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Reliastar Life Insurance Co.
FBO: Northern Life Var. Ann.-Sep 1
Route 5106, P.O. Box 20
Minneapolis, MN 55440
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NB AMT Guardian Nationwide Life Variable
Growth Portfolio
IPO Box 182029
Columbus, OH 43218-2029
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Nationwide Life Insurance Co.
NWVA-9
C/O IPO Portfolio Accounting
P.O. box 182019
Columbus, OH 43218-2029
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NB AMT Mid-Cap Nationwide Life Insurance Co.
NWVLI-4
C/O Box 182029
Columbus, OH 43218-2029
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Nationwide Life Insurance Co.
NWVA-9
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
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The Lincoln National Life Ins. Co.
FBO: Lincoln Nat'l Life Ins. Co. 37
1300 South Clinton Street
Fort Wayne, IN 46802
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The Lincoln National Life Ins. Co.
FBO: Lincoln National Variable Life
1300 South Clinton Street
Fort Wayne, IN 46802
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NB AMT Partners Nationwide Life Variable
Growth Portfolio
IPO Box 182029
Columbus, OH 43218-2029
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Nationwide Life Insurance Co.
NWVA-9
C/O IPO Portfolio Accounting
P.O. Box 182029
Columbus, OH 43218-2029
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At June 30, 2000, the Trustees and officers of the Trust as a group
beneficially owned less than 1% of the shares of each fund.

COPIES OF THE FUNDS' MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, INCLUDING
FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS.
SHAREHOLDERS OF THE FUNDS MAY REQUEST COPIES OF THE FUNDS' ANNUAL REPORT FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1999, INCLUDING AUDITED FINANCIAL STATEMENTS, AT
NO CHARGE BY WRITING NBMI AT 605 THIRD AVENUE, 2ND FLOOR, NEW YORK, NEW YORK
10158-0180, OR BY CALLING TOLL FREE 800-877-9700.

GENERAL OVERVIEW OF THE PROPOSALS

The following is a brief overview regarding the matters being presented
for your approval at the Meeting:

PROPOSAL 1: To elect a Board of Trustees. The Neuberger Berman funds are
composed of three fund groups - the equity funds, the income funds, and the
insurance funds. Currently, each fund group has its own Board of Trustees, with
very limited overlap in membership. The Board of Trustees of the Trust,
including all of the independent Trustees, and management believe that
considerable efficiencies can be realized by having the same individuals serve
on each of the Boards.

PROPOSAL 2: To change the fundamental limitation requiring diversification
of investments among different issuers so as to allow the funds to invest to a
greater extent in securities issued by other investment companies. This change
is intended primarily to allow the funds to take full advantage of investments
allowed under the law while remaining diversified funds. The change will allow
the funds to invest excess cash in a money market fund managed by NBMI
contingent upon receipt of an exemptive order from the Securities and Exchange
Commission. The Board believes that such combined management would result in
greater efficiency, which could produce greater returns to investors.

PROPOSAL 3: To ratify the selection of Ernst & Young LLP as the funds'
independent auditors.

PROPOSAL 1. ELECTION OF TRUSTEES

The Board of Trustees of the Trust proposes that shareholders elect the
individuals named in the table below as members of one Board of Trustees that
would serve all of the Neuberger Berman funds. With this proposal, the separate
Boards of the three different fund groups that make up the Neuberger Berman
family of mutual funds - the equity funds group, the income funds group, and the
insurance funds group - intend to consolidate, so the same individuals would
serve on the Boards of all three groups of funds.

Currently, each of these different groups has its own Board of Trustees
(several Trustees serve on the Boards of more than one group). For seven years,
the multiple Boards have had separate meetings, but often have reviewed the same
or substantially the same policy issues, contractual arrangements and other
matters for their respective fund groups. The Trustees of each of these Boards
have agreed that both the Neuberger Berman funds and NBMI would enjoy
substantial efficiencies if the same individuals served as Trustees of all of
the funds in the Neuberger Berman fund family.

This consolidation was initially proposed by NBMI at a time when several
of the Boards were contemplating shareholder meetings to fill Board vacancies
created by retirements. The proposal was taken up by the Independent Trustees of
each fund group (i.e., those who do not fall within the definition of
"interested person" in the Investment Company Act of 1940, as amended ("1940
Act") ("Independent Trustees")), including the Trust, and discussed at several
meetings over a period of months. The Boards explored the potential benefits and
drawbacks of the proposal, as well as various alternatives. They noted that
consolidating the three Boards would reduce the duplication of Board materials
and reports, which are comprehensive and often lengthy, and would avoid the need
for repeated presentations by the same management personnel at the different
meetings.

The Independent Trustees also considered that all Boards in the Neuberger
Berman fund family were actively seeking additional members, or soon would be,
and that consolidation of the Boards would produce a pool of candidates already
familiar with (1) the Neuberger Berman fund family, its manager, underwriter,
administrator, and methods of operation, (2) the mutual fund business and the
comprehensive regulatory regime under which it operates, as well as (3) the
special responsibilities that the law assigns to mutual fund trustees.
Therefore, each fund will be able to preserve the continuity of its current
Board's leadership while benefiting from the added knowledge and experience of
the other Neuberger Berman fund trustees. They considered the potential cost
savings, the ability of the Boards to act faster and in a more coordinated
fashion, and whether the benefits to NBMI would benefit the shareholders. They
also considered the potential size of the combined Board, noting that it would
be larger than the boards of most other mutual funds. They considered the effect
that consolidation might have on the Board's working style and the working
relationships among the members of each Board, and the potential effect of
attrition over the next several years.

The matter was then taken up by the Nominating Committee of each Board,
including the Nominating Committee of the Trust's Board, which is also composed
entirely of Independent Trustees. The Nominating Committee considered the

qualifications and backgrounds of the candidates, and the expressed desire of
certain members of the various Boards to retire.

Unless you give instructions on the enclosed proxy card to withhold your
vote for any candidate, your shares will be voted "FOR" the election of each of
the listed nominees. If any or all of the nominees should withdraw or otherwise
become unavailable for election, your shares will be voted "FOR" such other
nominee or nominees as the Nominating Committee may recommend. Each nominee has
indicated his or her willingness to serve if elected. If elected, each nominee
will hold office until his or her successor is elected and qualified, or until
he or she sooner retires, resigns, dies, or is removed from office as provided
in the Trust's Trust Instrument.

If each of the nominees are elected, they will constitute the entire Board
of Trustees of the Trust. At June 30, 2000, the Trustees and officers of each
fund, as a group, owned beneficially or of record less than 1% of the
outstanding shares of each fund.

The following table lists the candidates. Unless otherwise indicated,
each candidate has engaged in the principal occupation listed for at least
the last five years, although not necessarily in the same capacity. As
indicated, each of the nominees (except Mr. Seip) currently serves as a
Trustee of one or more funds; of the candidates, all except Ms. Harvey, Mr.
Cannon, Mr. Kassen, Mr. Seip and Mr. Sundman were elected by shareholders in
1993 or 1994.

Present Position with the Neuberger Berman
Funds; Business Experience During Past Five
Name, Age, and Address (1) Years; Other Trusteeships (2)
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John Cannon (70) TRUSTEE OF INCOME FUNDS, INCOME TRUST,
531 Willow Avenue AND INCOME MANAGERS TRUST (SINCE 1994).
Amber, PA 19002 Retired. Formerly, Chairman and Chief Investment
Officer of CDC Capital Management (registered
investment adviser) (1993-Jan. 1999).

Faith Colish (64) TRUSTEE OF EQUITY FUNDS, EQUITY TRUST,
63 Wall Street EQUITY ASSETS, AND EQUITY MANAGERS TRUST
24th Floor (SINCE 1993); EQUITY SERIES (SINCE
New York, NY 10005 1998); AND NEUBERGER BERMAN ADVISERS
MANAGEMENT TRUST (SINCE 1984). Attorney
at Law, Faith Colish, A Professional
Corporation.

Walter G. Ehlers (67) TRUSTEE OF NEUBERGER BERMAN ADVISERS
6806 Suffolk Place MANAGEMENT TRUST (SINCE 1989).
Harvey Cedars, NJ 08008 Consultant, Director of the Turner
Corporation, A.B. Chance Company and
Crescent Jewelry, Inc.

C. Anne Harvey (62) TRUSTEE OF NEUBERGER BERMAN ADVISERS
2555 Pennsylvania Avenue, MANAGEMENT TRUST (SINCE 1998). Director
N.W. of American Association of Retired
Washington, D.C. 20037 Persons ("AARP") Program Services and
Administrator of AARP Foundation; The National
Rehabilitation Hospital's Board of Advisors;
Individual Investors Advisory Committee to the New
York Stock Exchange Board of Directors; Steering
Committee for the U.S. Securities and Exchange
Commission Facts on Saving and Investing Campaign;
and American Savings Education Council's Policy
Board (ASEC).

Barry Hirsch (67) TRUSTEE OF INCOME FUNDS, INCOME TRUST
Loews Corporation AND INCOME MANAGERS TRUST (SINCE 1993).
667 Madison Avenue Senior Vice President, Secretary, and
7th Floor General Counsel of Loews Corporation
New York, NY 10021 (diversified financial corporation).
Michael M. Kassen* (47) PRESIDENT AND TRUSTEE OF EQUITY FUNDS,
EQUITY TRUST, EQUITY ASSETS, EQUITY SERIES AND
EQUITY MANAGERS TRUST; PRESIDENT OF GLOBAL MANAGERS
TRUST (SINCE 1999). Executive Vice President, Chief
Investment Officer of Neuberger Berman LLC;
Chairman and Director of NBMI; Executive Vice
President, Chief Investment Officer and Director of
Neuberger Berman Inc.

Robert A. Kavesh (72) TRUSTEE OF INCOME FUNDS, INCOME TRUST
110 Bleecker Street AND INCOME MANAGERS TRUST (SINCE 1993).
Apt. 24B Professor of Finance and Economics at
New York, NY 10012 Stern School of Business, New York
University.

Howard A. Mileaf (63) TRUSTEE OF EQUITY FUNDS, EQUITY TRUST,
WHX Corporation EQUITY ASSETS, AND EQUITY MANAGERS TRUST
110 East 59th Street (SINCE 1993); EQUITY SERIES (SINCE
30th Floor 1998); GLOBAL MANAGERS TRUST (SINCE
New York, NY 10022 1994); AND NEUBERGER BERMAN ADVISERS
MANAGEMENT TRUST (SINCE 1999). Vice President and
Special Counsel to WHX Corporation (holding
company) since 1992; Director of Kevlin Corporation
(manufacturer of microwave and other products).

Edward I. O'Brien* (71) TRUSTEE OF EQUITY FUNDS, EQUITY TRUST,
12 Woods Lane EQUITY ASSETS, AND EQUITY MANAGERS TRUST
Scarsdale, NY 10183 (SINCE 1993); AND EQUITY SERIES (SINCE
1998). Private Investment Management; President of
the Securities Industry Association ("SIA")
(securities industry's representative in government
relations and regulatory matters at the federal and
state levels) from 1974 to 1992; Adviser to SIA
from November 1992 to November 1993; Director of
Legg Mason, Inc.

John T. Patterson, Jr. TRUSTEE OF EQUITY FUNDS, EQUITY TRUST,
(72) EQUITY ASSETS AND EQUITY MANAGERS TRUST
7082 Siena Court (SINCE 1993); GLOBAL MANAGERS TRUST
Boca Raton, FL 33433 (SINCE 1994); AND EQUITY SERIES (SINCE
1998). Retired. Formerly, President of SOBRO (South
Bronx Overall Economic Development Corporation).

John P. Rosenthal (67) TRUSTEE OF EQUITY FUNDS, EQUITY TRUST,
Burnham Securities Inc. EQUITY ASSETS AND EQUITY MANAGERS TRUST
Burnham Asset Management (SINCE 1993); AND GLOBAL MANAGERS TRUST
Corp. (SINCE 1994). Senior Vice President of
1325 Avenue of the Americas Burnham Securities Inc. (a registered
26th Floor broker-dealer) since 1991.
New York, NY 10019

William E. Rulon (67) TRUSTEE OF INCOME FUNDS, INCOME TRUST
2980 Bayside Walk AND INCOME MANAGERS TRUST (SINCE 1993).
San Diego, CA 92109 Retired. Senior Vice President of
Foodmaker, Inc. (operator and franchiser of
restaurants) until January 1997; Secretary of
Foodmaker, Inc. until July 1996.

Cornelius T. Ryan (68) TRUSTEE OF EQUITY FUNDS, EQUITY TRUST,
Oxford Bioscience EQUITY ASSETS AND EQUITY MANAGERS TRUST
Partners (SINCE 1993); AND EQUITY SERIES (SINCE
315 Post Road West 1998). General Partner of Oxford
Westport, CT 06880 Partners and Oxford Bioscience Partners
(venture capital partnerships) and President of
Oxford Venture Corporation; Director of Capital
Cash Management Trust (money market fund) and Prime
Cash Fund.

Tom Decker Seip (50) NOMINEE. General Partner of Seip
30 Ridge Lane Investments LP (a private investment
Orinda, CA 94563 partnership); Member of the Board of
Directors of Offroad Capital Inc. and E-Finance
Corporation (pre-public internet commerce
companies); Trustee of Hambrecht and Quist Fund
Trust; Member of the Board of Directors of
AmericaOne; Senior executive at the Charles Schwab
Corporation from 1983 to 1999; including Chief
Executive Officer of Charles Schwab Investment
Management, Inc. and Trustee of Schwab Family of
Funds and Schwab Investments from 1997 to 1998;
Executive Vice President-Retail Brokerage for
Charles Schwab Investment Management from 1994 to
1997.

Gustave H. Shubert (71) TRUSTEE OF EQUITY FUNDS, EQUITY TRUST,
13838 Sunset Boulevard EQUITY ASSETS AND EQUITY MANAGERS TRUST
Pacific Palisades, CA (SINCE 1993); AND EQUITY SERIES (SINCE
90272 1998). Senior Fellow/Corporate Advisor and
Advisory Trustee of Rand (a non-profit public
interest research institution) since 1989; Honorary
Member of the Board of Overseers of the Institute
for Civil Justice, the Policy Advisory Committee of
the Clinical Scholars Program at the University of
California, the American Association for the
Advancement of Science, the Council on Foreign
Relations, and the Institute for Strategic Studies
(London); advisor to the Program Evaluation and
Methodology Division of the U.S. General Accounting
Office; formerly Senior Vice President and Trustee
of Rand.

Candace L. Straight (52) TRUSTEE OF INCOME FUNDS, INCOME TRUST,
518 E. Passaic Avenue INCOME MANAGERS TRUST (SINCE 1993); AND
Bloomfield, NJ 07003 NEUBERGER BERMAN ADVISERS MANAGEMENT
TRUST (SINCE 1999). Private investor and consultant
specializing in the insurance industry; Advisory
Director of Securities Capital LLC (a global
private equity investment firm dedicated to making
investments in the insurance sector); Principal of
Head & Company, LLC (limited liability company
providing investment banking and consulting
services to the insurance industry) until March
1996; Director of Drake Holdings (U.K. motor
insurer) until June 1996.

Peter E. Sundman* (41) CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE
OFFICER, AND TRUSTEE OF EQUITY FUNDS, EQUITY TRUST,
EQUITY ASSETS, EQUITY SERIES, EQUITY MANAGERS TRUST
AND GLOBAL MANAGERS TRUST; PRESIDENT AND CHIEF
EXECUTIVE OFFICER OF INCOME FUNDS, INCOME TRUST AND
INCOME MANAGERS TRUST; PRESIDENT AND PRINCIPAL
EXECUTIVE OFFICER OF NEUBERGER BERMAN ADVISERS
MANAGEMENT TRUST (SINCE 1999). Executive Vice
President and Principal of Neuberger Berman LLC
from 1997 to 1999; President and Director of NBMI;
and Executive Vice President and Director of
Neuberger Berman Inc.

Peter P. Trapp (55) TRUSTEE OF NEUBERGER BERMAN ADVISERS Ford Motor
Credit Company MANAGERS TRUST (SINCE 1984).
Regional 1455 Lincoln Parkway Manager for Atlanta
Region, Ford Motor Atlanta, GA 30346-2209 Credit
Company since August, 1997; prior thereto,
President, Ford Life Insurance Company, April 1995
until August 1997.

(1) UNLESS OTHERWISE INDICATED, THE BUSINESS ADDRESS OF EACH LISTED PERSON IS
605 THIRD AVENUE, NEW YORK, NEW YORK 10158.

(2) EXCEPT AS OTHERWISE INDICATED, EACH INDIVIDUAL HAS HELD THE POSITIONS SHOWN
FOR AT LEAST THE LAST FIVE YEARS.

* INDICATES A TRUSTEE WHO IS AN "INTERESTED PERSON" OF EACH TRUST WITHIN THE
MEANING OF THE 1940 ACT. MESSRS. KASSEN AND SUNDMAN ARE INTERESTED PERSONS BY
VIRTUE OF THE FACT THAT THEY ARE OFFICERS AND/OR DIRECTORS OF NBMI AND EXECUTIVE
VICE PRESIDENTS OF NEUBERGER BERMAN. MR. O'BRIEN IS AN INTERESTED PERSON BY
VIRTUE OF THE FACT THAT HE IS A DIRECTOR OF LEGG MASON, INC., A WHOLLY OWNED
SUBSIDIARY OF WHICH, FROM TIME TO TIME, SERVES AS A BROKER OR DEALER TO THE
PORTFOLIOS AND OTHER FUNDS FOR WHICH NBMI SERVES AS INVESTMENT MANAGER.

The Trust's current Board of Trustees is responsible for general oversight
of the funds' business and operations. The 1940 Act and SEC rules assign to the
Board or to the Independent Trustees responsibility to consider and decide
certain issues, including some in which the funds' interests may not be the same
as those of management. The Boards of the funds in the Neuberger Berman family
follow certain policies and practices intended to enhance the independence and
effectiveness of the Independent Trustees. These include separate meetings of
the Independent Trustees with counsel of their own choosing; a Nominating
Committee composed entirely of Independent Trustees, which is responsible for
identifying, screening, and naming candidates for the Board and Board committees
and administering the Board's retirement policy; an Audit Committee composed
entirely of Independent Trustees, which operates under a written charter and
meets with each fund's independent auditors or accountants outside the presence
of management; and a policy that compensation for serving as Independent Trustee
must be set by the Independent Trustees. The Board of Trustees met 5 times
during the fiscal year ended December 31, 1999. With the exception of Mr. Trapp,
all of the Trustees attended 75% or more of the Board meetings during each
fund's last fiscal year.

The following Trustees currently serve on the Audit Committee of the
Board of Trustees: Mr. Trapp, Ms. Harvey, and Ms. Straight. The principal
duties of the Audit Committee are: (a) to review the financial and accounting
policies of the funds, including internal accounting control procedures, and
to review reports prepared by the funds' independent auditors, including
reports on the funds' financial statements; (b) to evaluate the independence
of the independent auditors and to recommend whether to retain such
independent auditors for the next fiscal year; (c) to review and recommend
approval or disapproval of audit and non-audit services and the fees charged
for such services; and (d) to report to the Board and make such
recommendations as it deems necessary. The Audit Committee met one time
during the fiscal year ended December 31, 1999. Each member of the Audit
Committee attended that meeting.

The following Trustees currently serve on the Nominating Committee of
the Board of Trustees: Ms. Harvey and Mr. Mileaf. The Nominating Committee
searches for and interviews trustee candidates for recommendation to the
Board. The Nominating Committee met one time during the fiscal year ended
December 31, 1999.

Each member of the Nominating Committee attended that meeting. Each
Independent Trustee employed by NBMI or Neuberger Berman receives $20,000
annually, $2,500 for each Board meeting and $500 for each separate meeting of a
Board committee. The preceding amounts and those in the following tables
represent historical compensation. The Independent Trustees are considering
whether an increase in the amount of compensation, and a change in the method of
calculation, would be appropriate in light of the reorganization of the Boards
and the funds. They have retained an independent consultant to advise them.
Trustees of the Trust who are employed by NBMI or Neuberger Berman receive no
compensation from the Trust. Trustees are reimbursed for any expenses incurred

in attending meetings. The Nominating Committee will consider nominees for
trustee positions that are recommended by shareholders. Resumes and supporting
information should be sent to the attention of Claudia Brandon, Secretary to the
funds, in care of Neuberger Berman, LLC, 605 Third Avenue, 41st Floor, New York,
New York, 10158-3689. The following table sets forth information concerning the
compensation of the Trustees and the compensation of the nominees that serve on
other Neuberger Berman Fund boards. None of the Neuberger Berman Funds has any
retirement plan for its Trustees.

COMPENSATION TABLE
FISCAL YEAR ENDED DECEMBER 31, 1999

Aggregate Total Compensation from
Aggregate Investment Companies in the
Compensation from Neuberger Berman Fund
Name and Position the Trust Complex Paid to Trustees+
- ----------------- ----------------- ---------------------------

John Cannon $0 $52,000(3)
Nominee

Faith Colish $15,625 $81,000 (5)
Trustee

Walter G. Ehlers $14,000 $28,500 (1)
Trustee

Theodore P. Giuliano $0 0
Nominee

C. Anne Harvey $15,000 $30,000 (1)
Trustee

Barry Hirsch $0 $49,250(3)
Nominee

Leslie A. Jacobson* $15,250 $30,500 (1)
Trustee

Robert Kavesh $0 $51,250(3)
Nominee

Howard A. Mileaf** $833 $53,917(6)
Trustee

Edward I. O'Brien $0 $53,750(5)
Nominee

John T. Patterson, Jr. $0 $58,500(6)

Robert M. Porter* $16,500 $32,000 (1)
Trustee

John P. Rosenthal $0 $56,250(5)
Nominee

William E. Rulon $0 $47,750(3)
Nominee

Cornelius T. Ryan $0 $44,750(5)
Nominee

Ruth E. Salzmann $15,250 $30,500 (1)
Trustee

Gustave H. Shubert $0 $51,500(5)
Nominee

Candace L. Straight** $833 $53,167 (3)
Trustee

Peter P. Trapp $12,500 $25,000 (1)
Trustee

Lawrence Zicklin*** $0 $0
Chairman and Trustee

+The number in parentheses indicates the number of other investment companies
that the trustee or nominee serves.

*Messrs. Jacobson and Porter resigned from the Board of Trustees effective
December 31, 1999.

** Ms. Straight and Mr. Mileaf became Trustees on November 30, 1999.

***Mr. Zicklin retired on October 27, 1999.

The following table provides information about the executive officers of the Trust.

Name, Age Present Position with the Business Experienced During the Past
Trust Five Years
Peter E. Sundman (40) Chairman of the Board, Executive Vice President and Director of
President and Chief Neuberger Berman, Inc. (holding company);
Executive Officer and/or President and Director of NBMI; Chairman of
Trustee the Board, Chief Executive Officer and
Trustee of nine other mutual funds for
which NBMI acts as investment manager or
administrator; President and Chief
Executive Officer of three other mutual
funds for which NBMI acts as investment
adviser or administrator

Daniel J. Sullivan (60) Vice President Senior Vice President of NBMI since 1992;
Vice President of nine other mutual funds for
which NBMI acts as investment manager or
administrator.

Michael J. Weiner (53) Vice President and Senior Vice President of NBMI since 1992;
Principal Financial Officer Principal of Neuberger Berman from 1998-99;
Treasurer of NBMI from 1992 to 1996; Vice President
and Principal Financial Officer of nine other mutual
funds for which NBMI acts as investment manager or
administrator.

Claudia A. Brandon (43) Secretary Employee of Neuberger Berman Management since
1999; Secretary of nine other mutual funds
for which NBMI acts as investment manager or
administrator.

Richard Russell (53) Treasurer and Principal Employee of NBMI since 1993; Treasurer and
Accounting Officer Principal Accounting Officer of nine other
mutual funds for which NBMI acts as
investment manager or administrator.

Stacy Cooper-Shugrue (37) Assistant Secretary Employee of Neuberger Berman; Assistant
Secretary of nine other mutual funds for
which NBMI acts as investment manager or
administrator.

Barbara DiGiorgio (41) Assistant Treasurer Employee of NBMI; Assistant Treasurer of nine
other mutual funds for which NBMI acts as
investment manager or administrator since
1996.

Celeste Wischerth (39) Assistant Treasurer Employee of NBMI; Assistant Treasurer of nine
other mutual funds for which NBMI acts as
investment manager or administrator.

REQUIRED VOTE

The election of each Trustee requires approval by a plurality of the votes
cast at the Meeting on the matter.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" EACH NOMINEE IN PROPOSAL 1.

PROPOSAL 2. MODIFICATION OF FUNDAMENTAL RESTRICTION
CONCERNING PORTFOLIO DIVERSIFICATION

The Board of Trustees has approved a change to the fundamental investment
limitations of each fund concerning diversification. The Board and NBMI believe
that the proposed change will provide the funds with greater flexibility to
respond to certain present and future investment opportunities. As discussed
below, these fundamental restrictions, in their current form, impede the funds'
use of certain portfolio management techniques that are now used by other mutual
funds. Because the policies in question are fundamental, the changes require
shareholder approval before they can be implemented.

The existing fundamental restriction on issuer diversification would be
changed by adding the underlined portion:

DIVERSIFICATION. Each 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, OR SECURITIES ISSUED BY OTHER INVESTMENT
COMPANIES) if, as a result, (i) more than 5% of the value of the
Portfolio's total assets would be invested in the securities of that
issuer or (ii) the Portfolio would hold more than 10% of the outstanding
voting securities of that issuer.

The 1940 Act requires all mutual funds to state whether they are
"diversified" or "non-diversified." Each of the funds is diversified and,
accordingly, must restrict the percentage of its assets that can be invested in
any one issuer. Diversified funds are relatively safer than non-diversified
funds, because the risk is spread over a larger number of issuers. However, any
investment in a mutual fund, whether diversified or non-diversified, involves
risk, including the risk that you could lose money.

The 1940 Act permits a fund, in counting the percentage of its assets
invested in various issuers for diversity purposes, to disregard investments in
U.S. Government securities or securities issued by other investment companies.
The current diversification policies of the funds do not take full advantage of
this provision. Specifically, they do not reflect the exception for investments
in securities of other investment companies.

The proposed modification would add the exemption for investments in
securities of other investment companies. Among other things, this would allow
the funds greater flexibility in managing uninvested cash. In connection with
this approval, the funds may seek permission from the SEC to invest their
uninvested cash in the Neuberger Berman Institutional Cash Trust, a registered
money market fund, as a means of obtaining more efficient and effective
management of the funds' uninvested cash. The proposed change would provide the
funds with greater flexibility to use this investment technique should the SEC
grant the funds' request.1 Although the funds would pay no more in advisory fees
to secure this service than they pay now, the funds may pay an additional
administrative fee on their investment in the underlying fund. The underlying
fund pays an administrative fee of 15 basis points. No fund will be allowed to
invest more than 25% of its net assets in the underlying fund. Accordingly, the
administration fee would not add more than 3.75 basis points to the expense
ratio of any investing fund, and would typically add considerably less than
that.

REQUIRED VOTE

Approval of the change contemplated by Proposal 2 with respect to a fund
requires the affirmative vote of a "majority of the outstanding voting
securities" of that fund, which for this purpose means the affirmative vote of
the lesser of (1) more than 50% of the outstanding shares of the fund or (2) 67%
or more of the shares of the fund present at the Meeting if more than 50% of the
outstanding shares of the fund are represented at the Meeting in person or by
proxy.

If the change contemplated by Proposal 2 is not approved by shareholders
of a fund, the existing fundamental restriction of the fund will continue in
effect for that fund as long as it remains a separate fund; but disapproval of
Proposal 2 by the shareholders of one fund will not affect approvals of Proposal
2 by shareholders of any other fund.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THE MODIFICATION OF THE FUNDAMENTAL
RESTRICTION CONCERNING PORTFOLIO DIVERSIFICATION.

- --------------------------
1 Section 12(d)(1) of the 1940 Act contains other limitations on the extent to
which one investment company can invest in another. Specifically, one fund
cannot purchase more than 3% of the outstanding voting securities of another
fund, may not invest more than 5% of its total assets in the other fund, and may
not invest more than 10% of its total assets in the securities of all investment
companies combined. Through an exemptive application to permit joint cash
management, the funds may ask for relief from these limits. There is no
guarantee that the funds will be granted the exemption if requested.

PROPOSAL 3. SELECTION OF INDEPENDENT AUDITORS

The Board of Trustees of the Trusts, including all of the Independent
Trustees, has selected Ernst & Young LLP to continue to serve as the independent
auditors of each of the funds for the fiscal year ending December 31, 2000.
Ernst & Young LLP has no direct financial interest or material indirect
financial interest in these funds. Representatives of Ernst & Young LLP are not
expected to attend the Meeting, but have been given the opportunity to make a
statement if they so desire, and will be available should any matter arise
requiring their attention.

The independent auditors examine annual financial statements for each fund
and provide other audit and tax-related services. In recommending the selection
of Ernst & Young LLP, the Board reviewed the nature and scope of the services to
be provided (including non-audit services) and whether the performance of such
services would affect the auditors' independence.

REQUIRED VOTE

Approval of Proposal 3 with respect to a fund requires the affirmative
vote of "a majority of the outstanding voting securities" of that fund, which
for this purpose means the affirmative vote of the lesser of (1) more than 50%
of the outstanding shares of the fund or (2) 67% or more of the shares of the
fund present at the Meeting if more than 50% of the outstanding shares of the
fund are represented at the Meeting in person or by proxy.

THE BOARD OF TRUSTEES, INCLUDING ALL OF THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO RATIFY ITS SELECTION OF THE FUNDS'
INDEPENDENT AUDITORS.

OTHER INFORMATION

INFORMATION ABOUT NBMI. NBMI, located at 605 Third Avenue, New York, New
York 10158, serves as the funds' principal underwriter, administrator, and
investment manager. NBMI manages the funds in conjunction with Neuberger Berman
as sub-adviser. Together, the firms manage more than $54.4 billion in total
assets (as of June 30, 2000) and continue an asset management history that began
in 1939.

OTHER MATTERS TO COME BEFORE THE MEETING. The Trustees do not intend to
present any other business at the Meeting, nor are they aware that any
shareholder intends to do so. If, however, any other matters are properly
brought before the Meeting, the persons named in the voting instruction cards or
proxy card(s) will vote on those matters in accordance with their judgment.

SHAREHOLDER PROPOSALS. The Trust does not hold annual shareholder meetings.
Shareholders wishing to submit proposals for consideration for inclusion in a
proxy statement for a subsequent shareholder meeting should send their written
proposals to the Trust at 605 Third Avenue, New York, New York 10158, such that
they will be received by the Trust a reasonable period of time prior to any such
meeting.

INTERNET VOTING. Certain Variable Contract owners will have the
opportunity to submit their voting instructions via the Internet by using a
program provided by a third party vendor. The giving of such voting instructions
will not affect your right to vote in person should you decide to do so at the
Meeting. Please refer to the instructions on your voting instruction card to
determine whether and how you may provide voting instructions via the Internet.
The Internet voting procedures are designed to authenticate Variable Contract
owners' identities, to allow Variable Contract owners to give their voting
instructions, and to confirm that Variable Contract owners' instructions have
been recorded properly. Variable Contract owners voting via the Internet should
understand that there may be costs associated with Internet access, such as
usage charges from Internet service providers and telephone companies that must
be borne by them.

By Order of the Board of Trustees

/s/ Claudia A. Brandon
----------------------
Claudia A. Brandon
Secretary
Neuberger Berman Advisers Management Trust

PROXY TABULATOR VOTE TODAY BY MAIL.
P.O. BOX 9132
HINGHAM, MA 02043-9132

p Please fold and detach card at perforation before mailing p

VOTING INSTRUCTION CARD FOR THE SPECIAL
MEETING OF SHAREHOLDERS OCTOBER 31, 2000

The undersigned, revoking previous instructions, hereby instructs the
above-referenced Insurance Company (the "Company"), to vote all shares of the
above-referenced Fund (the "Fund"), which are held in the account of the
undersigned at the Special Meeting of persons having a voting interest in the
above-referenced Fund, to be held on October 31, 2000, at 10:30 a.m., Eastern
time at the offices of the Fund, 605 Third Avenue, 41st Floor, New York, NY
10158-3698, and at any adjournments thereof (the "Meeting"). The Company is
hereby instructed to vote on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
THIS VOTING INSTRUCTION CARD IS SOLICITED BY THE COMPANY FROM OWNERS OF VARIABLE
ANNUITY CONTRACTS AND/OR VARIABLE LIFE INSURANCE POLICIES ISSUED BY THE COMPANY
WHO HAVE SPECIFIED THAT A PORTION OF THEIR PREMIUMS BE ALLOCATED TO THE
ABOVE-REFERENCED FUND.
The shares represented by this voting instruction card will be voted as
instructed. Unless indicated to the contrary, this proxy shall be deemed to
grant authority to vote "FOR" all proposals relating to the Fund with
discretionary power to vote upon such other business as may properly come before
the Meeting.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THIS CARD BELOW AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.

Date____________, 2000

Please sign exactly as your name appears
on this card. If joint owners, EITHER may
sign the card. When signing as attorney,
executor, administrator, trustee,
guardian or corporate officer, please
give your full title.
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Signature(s)

N.B. AMT V.I.

PROXY TABULATOR VOTE TODAY BY MAIL.
P.O. BOX 9132
HINGHAM, MA 02043-9132

p Please fold and detach card at perforation before mailing p

VOTING INSTRUCTION CARD FOR THE SPECIAL
MEETING OF SHAREHOLDERS October 31, 2000
The undersigned, revoking previous instructions, hereby instructs the
above-referenced Insurance Company (the "Company"), to vote all shares of the
above-referenced Fund (the "Fund"), which are held in the account of the
undersigned at the Special Meeting of persons having a voting interest in the
above-referenced Fund, to be held on October 31, 2000, at 10:30 a.m., Eastern
time at the offices of the Fund, 605 Third Avenue, 41st Floor, New York, NY
10158-3698, and at any adjournments thereof (the "Meeting"). The Company is
hereby instructed to vote on the proposals described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting and the
accompanying Proxy Statement is hereby acknowledged.
THIS VOTING INSTRUCTION CARD IS SOLICITED BY THE COMPANY FROM OWNERS OF VARIABLE
ANNUITY CONTRACTS AND/OR VARIABLE LIFE INSURANCE POLICIES ISSUED BY THE COMPANY
WHO HAVE SPECIFIED THAT A PORTION OF THEIR PREMIUMS BE ALLOCATED TO THE
ABOVE-REFERENCED FUND.
The shares represented by this voting instruction card will be voted as
instructed. Unless indicated to the contrary, this proxy shall be deemed to
grant authority to vote "FOR" all proposals relating to the Fund with
discretionary power to vote upon such other business as may properly come before
the Meeting.
YOUR VOTE IS IMPORTANT. PLEASE SIGN AND DATE THIS CARD BELOW AND RETURN IT
PROMPTLY IN THE ENCLOSED ENVELOPE.

Date__________, 2000

N.B. AMT V.I.

NEUBERGER BERMAN
ADVISERS MANAGEMENT TRUST

p Please fold and detach card at perforation before mailing p

PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 31, 2000

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF NEUBERGER
BERMAN ADVISERS MANAGEMENT TRUST ("TRUST") AND RELATES TO THE PROPOSALS WITH
RESPECT TO EACH SERIES OF THE TRUST (EACH A "FUND"). The undersigned hereby
appoints as proxies Richard Russell, Daniel J. Sullivan and Claudia A. Brandon,
and each of them (with power of substitution), to vote all shares of beneficial
interest of the undersigned in the Fund at the Special Meeting of Shareholders
to be held at 10:30 a.m., Eastern time, on October 31, 2000, at the offices of
the Trust, 605 Third Avenue, 41st Floor, New York, NY 10158-3698, and any
adjournment thereof ("Meeting"), with all the power the undersigned would have
if personally present.

The shares represented by this proxy will be voted as instructed. UNLESS
INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE
"FOR" ALL LISTED NOMINEES FOR TRUSTEE AND ALL LISTED PROPOSALS SET FORTH IN THIS
PROXY STATEMENT RELATING TO THE FUND AND DISCRETIONARY POWER TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

Date__________________, 2000
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Signature (owner, joint owners, trustee,
custodian, etc.)
NEUBERGER BERMAN AMT

NEUBERGER BERMAN
ADVISERS MANAGEMENT TRUST

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PROXY FOR THE SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 31, 2000

Please sign exactly as your name appears
hereon. If shares are held in the name of
joint owners, each should sign.
Attorneys-in-fact, executors,
administrators, etc. should so indicate.
If shareholder is a corporation or
partnership, please sign in full
corporate or partnership name by
authorized person.
Date________________, 2000
-----------------------------------------
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Signature (owner, joint owners, trustee,
custodian, etc.)
NEUBERGER BERMAN AMT

YOUR VOTE IS IMPORTANT
PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS CARD
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

p Please fold and detach card at perforation before mailing p

PLEASE VOTE BY CHECKING ()) THE APPROPRIATE BOXES BELOW.

1. To elect the nominees specified below as Trustees:

FOR all nominees WITHHOLD
listed (except as authority
marked to the to vote for
contrary at left) all nominees

(01) John Cannon (02) Faith Colish (03) Walter G. Ehlers
(04) C. Anne Harvey (05) Barry Hirsch (06) Michael M. Kassen
(07) Robert A. Kavesh (08) Howard A. Mileaf (09) Edward I. O'Brien
(10) John T. Patterson, Jr. (11) John P. Rosenthal (12) William E. Rulon
(16) Candace L. Straight (13) Cornelius T. Ryan (14) Tom Decker Seip
(15) Gustave H. Shubert (17) Peter E. Sundman (18) Peter P. Trapp

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW.

FOR AGAINST ABSTAIN

2. To approve a change in the fundamental / / / / / /
investment limitation concerning
diversification.

3. To ratify the selection of Ernst & Young
LLP as the independent auditors.

N.B. AMT-V.I.

YOUR VOTE IS IMPORTANT
PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS CARD
AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.

p Please fold and detach card at perforation before mailing p

PLEASE VOTE BY CHECKING ()) THE APPROPRIATE BOXES BELOW.

1. To elect the nominees specified below as Trustees:

FOR all nominees WITHHOLD
listed (except as authority
marked to the to vote for
contrary at left) all nominees

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S),
WRITE THE NUMBER(S) OF THE NOMINEE(S) ON THE LINE BELOW.

FOR AGAINST ABSTAIN

2. To approve a change in the fundamental / / / / / /
investment limitation concerning
diversification.

3. To ratify the selection of Ernst & Young
LLP as the independent auditors.

N.B. AMT-V.I.