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      [ ]

Check the appropriate box:

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


                   NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
- --------------------------------------------------------------------------------
                (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.
[ ] 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:

[ ] Fee paid previously with preliminary materials.
[ ] 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                       Fasciano Portfolio
             Focus Portfolio                          Growth Portfolio
            Guardian Portfolio                Limited Maturity Bond Portfolio
         Mid-Cap Growth Portfolio                    Partners Portfolio
            Regency Portfolio                  Socially Responsive Portfolio



                                                                 August __, 2003


Dear Variable Contract Owner:

      The enclosed Proxy  Statement  discusses two Proposals to be voted upon by
the holders of  interests of each of the  above-named  series (each a "Fund") of
Neuberger Berman Advisers Management Trust (the "Trust").  The Funds 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 may also be offered directly to certain pension plans
and  retirement  plans  and  accounts  permitting  accumulation  of  assets on a
tax-deferred basis. You are asked to review the Proxy Statement and to cast your
vote on the Proposals.  THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS A VOTE FOR
EACH OF THE PROPOSALS.

      As  discussed in more detail in the enclosed  Proxy  Statement,  Neuberger
Berman  Inc.   ("Neuberger  Inc."),  the  parent  company  of  Neuberger  Berman
Management  Inc.  ("NB  Management")  and  Neuberger  Berman,   LLC  ("Neuberger
Berman"),  recently entered into an agreement with Lehman Brothers Holdings Inc.
("Lehman Brothers") whereby Lehman Brothers has agreed to acquire Neuberger Inc.
and, as a result,  indirectly  assume  control of NB  Management  and  Neuberger
Berman (the  "Transaction"),  subject to certain conditions (as discussed in the
enclosed  Proxy  Statement).  Upon  completion  of the  Transaction,  the Funds'
management and sub-advisory  agreements with NB Management and Neuberger Berman,
respectively,  will  automatically  terminate.  To  provide  for  continuity  of
management, you are being asked to vote "FOR" the following two Proposals:

      1. To approve a new Management  Agreement  between the Trust, on behalf of
each applicable Fund, and NB Management,  to become effective upon completion of
the Transaction; and

      2. To approve a new  Sub-Advisory  Agreement with respect to the Trust and
each Fund,  between NB Management and Neuberger Berman, to become effective upon
completion of the Transaction.

      YOUR VOTE IS  IMPORTANT  NO MATTER HOW MANY  SHARES YOU OWN.  VOTING  YOUR
SHARES EARLY WILL AVOID COSTLY FOLLOW-UP MAIL AND TELEPHONE SOLICITATION.  After
reviewing the enclosed  materials,  please  complete,  sign and date your voting
instruction  card or proxy  card and mail it  promptly  in the  enclosed  return



envelope or in person. If we do not hear from you by __________, 2003, our proxy
solicitor may contact you. If you have any questions  about the proposals or the
voting  instructions,  please  call  us  at  1-800-877-9700  or  call  Georgeson
Shareholder Communications Inc., our proxy solicitor, at 1-866-235-2033.



                                Very truly yours,



                                --------------------------------------------
                                Peter E. Sundman
                                Chairman and Chief Executive Officer
                                Neuberger Berman Advisers Management Trust













The "Neuberger  Berman" name and logo are registered  service marks of Neuberger
Berman, LLC. "Neuberger Berman Management Inc." and the individual Fund names in
this proxy  statement are either  service  marks or registered  service marks of
Neuberger Berman  Management  Inc.(C) 2003 Neuberger Berman  Management Inc. All
rights reserved.

                                       2


                   NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
            Balanced Portfolio                       Fasciano Portfolio
             Focus Portfolio                          Growth Portfolio
            Guardian Portfolio                Limited Maturity Bond Portfolio
         Mid-Cap Growth Portfolio                    Partners Portfolio
            Regency Portfolio                  Socially Responsive Portfolio


                            ------------------------

                    NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
                        TO BE HELD ON SEPTEMBER 23, 2003

                            ------------------------


      A special  meeting  ("Meeting") of shareholders of each of the above-named
series  (each a "Fund"),  of Neuberger  Berman  Advisers  Management  Trust (the
"Trust") will be held at the offices of Neuberger Berman, LLC, 605 Third Avenue,
41st Floor, New York, New York  10158-3698,  on September 23, 2003 at 11:00 a.m.
Eastern time.

      As  discussed in more detail in the enclosed  Proxy  Statement,  Neuberger
Berman  Inc.   ("Neuberger  Inc."),  the  parent  company  of  Neuberger  Berman
Management  Inc.  ("NB  Management")  and  Neuberger  Berman,   LLC  ("Neuberger
Berman"),  recently entered into an agreement with Lehman Brothers Holdings Inc.
("Lehman Brothers") whereby Lehman Brothers has agreed to acquire Neuberger Inc.
and, as a result,  indirectly  assume  control of NB  Management  and  Neuberger
Berman (the  "Transaction"),  subject to certain conditions (as discussed in the
enclosed  Proxy  Statement).  Upon  completion  of the  Transaction,  the Funds'
management and sub-advisory  agreements with NB Management and Neuberger Berman,
respectively,  will  automatically  terminate.  To  provide  for  continuity  of
management, you are being asked to vote "FOR" the following proposals:

      1. To approve a new Management  Agreement  between the Trust, on behalf of
         each  applicable  Fund,  and NB  Management,  to become  effective upon
         completion of the Transaction;

      2. To approve a new  Sub-Advisory  Agreement with respect to the Trust and
         each Fund,  between  NB  Management  and  Neuberger  Berman,  to become
         effective upon completion of the Transaction; and

      3. To transact any other business as may properly come before the Meeting.

      As described in the Proxy  Statement,  the Management  Agreement  provides
that,  following  the  Transaction,  NB  Management  will  continue  to  provide
investment  advisory  services  to each Fund on the same terms and with the same
compensation  structure as is currently in effect.  Likewise,  the  Sub-Advisory
Agreement  provides  that,  following  the  Transaction,  Neuberger  Berman will
continue  to provide  sub-advisory  services  to each Fund on the same terms and



with the same compensation structure as is currently in effect.  Proposals 1 and
2 are  discussed in greater  detail in the  enclosed  Proxy  Statement.  You are
entitled to vote or give voting  instructions at the Meeting if you owned shares
of one or more of the  Funds or owned  Variable  Contracts  having a  beneficial
interests  in one or more of the Funds at the close of  business  on August  15,
2003  ("Record  Date").  If you attend the Meeting,  you may vote your shares in
person. If you do not expect to attend the Meeting, please complete,  date, sign
and return the enclosed proxy card in the enclosed postage-paid envelope.

      We will admit to the Meeting (1) all  shareholders of record on the Record
Date, (2) persons holding proof of beneficial ownership at the Record Date, such
as a letter or  account  statement  from the  person's  Insurance  Company,  (3)
persons who have been granted  proxies,  and (4) such other  persons that we, in
our sole  discretion,  may elect to admit. ALL PERSONS WISHING TO BE ADMITTED TO
THE  MEETING  MUST  PRESENT  PHOTO  IDENTIFICATION.  If you plan to  attend  the
Meeting, please contact us at 1-800-877-9700.

                                    By order of the Board of Trustees,



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


August __, 2003
New York, New York

                                       2




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                             YOUR VOTE IS IMPORTANT
                        NO MATTER HOW MANY SHARES YOU OWN

          It is important that you vote even if your account was closed
                     after the August 15, 2003 Record Date.

      Please   indicate  your  voting   instructions   on  the  enclosed  voting
instruction card(s) or proxy card(s),  sign and date the card(s), and return the
card(s)  in the  envelope  provided.  If you sign,  date and  return  the voting
instruction  card(s)  or proxy  card(s)  but give no voting  instructions,  your
shares will be voted "FOR" the proposals described above.

      To avoid the  additional  expense  of  further  solicitation,  we ask your
cooperation  in  mailing  your  voting  instruction  card(s)  or  proxy  card(s)
promptly.  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.

      However,  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.  If we do not receive your completed proxy card(s) by __________,
2003, you may be contacted by our proxy solicitor.

      If voting  instruction  cards or proxy cards submitted by corporations and
partnerships  are not  signed  by the  appropriate  persons  as set forth in the
voting  instructions on the voting  instruction  cards or proxy cards, they will
not be voted.


- -------------------------------------------------------------------------------


                                       3



                  IMPORTANT INFORMATION TO HELP YOU UNDERSTAND
                            AND VOTE ON THE PROPOSALS

While we strongly encourage you to read the full text of the enclosed Proxy
Statement, we are also providing you with a brief overview of the subject of the
shareholder vote. Your vote is important.

QUESTIONS AND ANSWERS

Q.    WHAT IS HAPPENING?

A.    Neuberger Berman Inc.  ("Neuberger Inc."), the parent company of Neuberger
      Berman Management Inc. ("NB Management"),  your Fund's investment advisor,
      and Neuberger Berman, LLC ("Neuberger  Berman"),  your Fund's sub-advisor,
      recently  entered into an agreement  with Lehman  Brothers  Holdings  Inc.
      ("Lehman   Brothers")  whereby  Lehman  Brothers  has  agreed  to  acquire
      Neuberger  Inc.  (the   "Transaction").   Following  the  closing  of  the
      Transaction,  NB  Management  and  Neuberger  Berman  will each  become an
      indirect wholly owned  subsidiary of Lehman  Brothers.  Neuberger Inc. and
      Lehman Brothers expect the Transaction to close in Lehman Brothers' fourth
      fiscal quarter (which ends November 30, 2003), subject to the satisfaction
      of certain conditions outlined in the Proxy Statement.

      As a result of the sale of Neuberger Inc. to Lehman Brothers,  your Fund's
      management  agreement  with NB Management and the  sub-advisory  agreement
      between NB Management and Neuberger Berman will  automatically  terminate.
      Accordingly,  we are  asking  shareholders  of each  Fund to  approve  new
      agreements.  The Proxy Statement  provides  additional  information  about
      Lehman Brothers and the agreements. If shareholders approve the proposals,
      the   effectiveness  of  each  is  contingent  upon  the  closing  of  the
      Transaction, and each proposal will become effective only upon the closing
      of the Transaction. If the Transaction is not consummated,  neither of the
      proposals will become effective.

      NB Management and Neuberger Berman have advised the Board of Trustees that
      they do not  anticipate  any changes in the Funds'  portfolio  managers or
      their  portfolio  management  teams in  connection  with the  Transaction.
      However,  there can be no  assurance  that any  particular  employee of NB
      Management  or  Neuberger  Berman  will  choose to remain  employed  by NB
      Management  or  Neuberger  Berman  before or after the  completion  of the
      Transaction

THE TRUST'S BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR EACH OF THE PROPOSALS
DESCRIBED IN THE PROXY STATEMENT.

Q.    WHY ARE YOU SENDING ME THIS INFORMATION?

A.    You are receiving these proxy materials because you own shares directly or
      hold beneficial interests through variable contracts in one or more of the
      affected  Funds  and  have  the  right  to vote on  these  very  important
      proposals concerning your investment.

                                       1


Q.    WHY AM I BEING ASKED TO VOTE ON THE NEW AGREEMENTS?

A.    Completion  of the  Transaction  will  result in a change of control of NB
      Management  and  Neuberger  Berman,  and as a result,  will  automatically
      terminate  each Fund's  Management  Agreement and  Sub-Advisory  Agreement
      pursuant to the Investment Company Act of 1940, as amended. To ensure that
      the management of your Fund can continue  without any  interruption and so
      that NB Management and Neuberger  Berman can continue to provide the Funds
      with  services  equal in scope to those  currently  being  provided to the
      Funds, your approval of the new agreements is sought.  For the Transaction
      to close, certain conditions must be satisfied or waived, including, among
      others,  the approval of the new agreements by  shareholders of funds that
      represented  at least 75% of the assets  held as of May 31, 2003 in all of
      the Funds and in all other registered investment companies sponsored by NB
      Management.  The  Board of  Trustees  of your  Fund has  approved  interim
      contracts in the event that the Transaction  closes and  shareholders of a
      particular Fund have not yet approved new agreements for that Fund. If new
      agreements  for a Fund  are not  approved  within  150 days of the date on
      which the Transaction  closes, the Board of Trustees will take such action
      as it deems to be in the best interests of that Fund and its shareholders.

Q.    HOW WILL THE TRANSACTION AFFECT ME AS A FUND SHAREHOLDER?

A.    Your Fund and its investment objectives will not change as a result of the
      completion of the  Transaction,  and you will still own the same shares in
      the same Fund. The new  agreements are identical in all material  respects
      to the existing  agreements.  The  management fee rates that the Funds pay
      for investment  advisory  services will be the same upon completion of the
      Transaction, and NB Management and Neuberger Berman have advised the Board
      of Trustees  that they do not  anticipate  any change in any of the Funds'
      portfolio managers or their portfolio  management teams in connection with
      the completion of the Transaction.

Q.    WILL THE FUND'S NAME CHANGE?

A.    No. The name of your Fund will not change.

Q.    WILL THE FEES PAYABLE UNDER THE NEW AGREEMENTS INCREASE AS A RESULT OF THE
      TRANSACTION?

A.    No. The proposals to approve the new agreements do not seek any increase
      in fee rates. In addition, all contractual and voluntary arrangements
      whereby NB Management has agreed to limit the expenses of certain Funds to
      a specified annual rate will continue upon completion of the Transaction.

Q.    HOW DO THE TRUSTEES OF MY FUND RECOMMEND THAT I VOTE?

A.    After careful consideration, the Trustees of your Fund recommend that you
      vote FOR the proposals.

                                       2


Q.    WILL MY FUND PAY FOR THIS PROXY SOLICITATION OR FOR THE COSTS OF THE
      TRANSACTION?

A.    No. The Funds will not bear these costs. NB Management is bearing any
      costs that would otherwise be borne by the Funds.

Q.    AFTER THE CLOSE OF THE TRANSACTION, WILL LEHMAN BROTHERS HAVE ACCESS TO MY
      ACCOUNT INFORMATION?

A.    Under the terms of the Funds' distribution agreements with NB Management,
      any use of the Funds' shareholder lists to offer other products requires
      approval of a majority of the members of the Funds' Board of Trustees who
      are not affiliated with the investment advisor or distributor.

Q.    WHO IS ENTITLED TO VOTE?

A.    Shareholders who owned shares of one or more Funds at the close of
      business on August 15, 2003 are entitled to vote at the meeting and any
      adjournment. Owners of Variable Contracts having a beneficial interest in
      one or more 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.

Q.    HOW DO I VOTE MY SHARES?

A.    For your convenience, you can vote:

      BY MAIL: Vote, sign and return the enclosed voting instruction card or
      proxy card in the enclosed self-addressed, postage-paid envelope; or

      IN PERSON: Attend the Meeting as described in the Proxy Statement. If you
      wish to attend the Meeting, please notify us by calling 1-800-877-9700.

Q.    WHY ARE MULTIPLE CARDS ENCLOSED?

A.    If you own shares of more than one Fund, you will receive a proxy card for
      each Fund that you own.

Q.    WHOM SHOULD I CALL FOR ADDITIONAL INFORMATION ABOUT THIS PROXY STATEMENT?

A.    If you need any assistance, or have any questions regarding the proposals
      or how to vote your shares, please call us at 1-800-877-9700 or call
      Georgeson Shareholder Communications Inc., our proxy solicitor, at
      1-866-235-2033.

                                       3




                   NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
            Balanced Portfolio                       Fasciano Portfolio
             Focus Portfolio                          Growth Portfolio
            Guardian Portfolio                Limited Maturity Bond Portfolio
         Mid-Cap Growth Portfolio                    Partners Portfolio
            Regency Portfolio                  Socially Responsive Portfolio


                                605 Third Avenue
                          New York, New York 10158-0180
                                  800-877-9700
                             -----------------------

                                 PROXY STATEMENT

                            ------------------------

                     for the Special Meeting of Shareholders
                        to be held on September 23, 2003

                                  INTRODUCTION

      These  proxy  materials,  which  include a Notice of  Special  Meeting  of
Shareholders,  a Proxy Statement,  and one or more voting  instruction  cards or
proxy  cards,  are being  sent to the  shareholders  of each of the  above-named
series  (each a "Fund")  of  Neuberger  Berman  Advisers  Management  Trust (the
"Trust") on behalf of the Trust's Boards of Trustees  ("Trustees") in connection
with a special meeting of shareholders of each Fund to be held at the offices of
Neuberger  Berman,  LLC,  605 Third  Avenue,  41st  Floor,  New  York,  New York
10158-3698  on  September  23,  2003,  at  11:00  a.m.   Eastern  time  and  any
adjournments thereof (each a "Meeting").

SOLICITATION OF PROXIES

      The  Trustees are  soliciting  votes from  shareholders  of each Fund with
respect to each  Proposal  described in this Proxy  Statement.  The  approximate
mailing date of this Proxy  Statement is August __,  2003.  If the  accompanying
voting  instruction card or proxy card is properly executed and returned in time
to be voted at the Meeting,  the shares  represented by that voting  instruction
card or proxy card will be voted in accordance with the instructions provided on
the voting instruction card or proxy card.  Executed voting instruction cards or
proxy cards that are  unmarked  will be voted to approve each  Proposal.  At the
Meeting, shareholders of each Fund will be asked to:

      1. Approve a new Management Agreement between the Trust, on behalf of each
         applicable   Fund,   and   Neuberger   Berman   Management   Inc.  ("NB
         Management"),  to become  effective upon  completion of the Transaction
         described in this Proxy Statement; and


                                       4



      2. Approve  a  new  Sub-Advisory   Agreement  between  NB  Management  and
         Neuberger  Berman,  LLC ("Neuberger  Berman") with respect to the Trust
         and each Fund to become  effective upon  completion of the  Transaction
         described in this Proxy Statement.

      The  Trustees  have set the close of  business  on August 15,  2003 as the
record date ("Record Date"),  and only shareholders of record on the Record Date
will  be  entitled  to  vote  on  these  Proposals  at the  Meeting.  Additional
information regarding outstanding shares, voting your voting instruction card or
proxy and attending the Meeting are included at the end of this Proxy  Statement
in the section entitled "Voting Information."

                                GENERAL OVERVIEW

THE TRANSACTION

      On July 21, 2003,  Neuberger Berman Inc. ("Neuberger Inc.") entered into a
definitive  agreement with Lehman Brothers Holdings Inc. ("Lehman Brothers") and
a wholly-owned  subsidiary thereof ("Lehman Subsidiary") whereby Lehman Brothers
has agreed to acquire  Neuberger  Inc.  Pursuant to the terms and subject to the
conditions  set forth in the  acquisition  agreement,  Neuberger Inc. will merge
with and  into  Lehman  Subsidiary  with  Lehman  Subsidiary  continuing  as the
surviving  corporation and changing its name to, and continuing the business of,
Neuberger Inc. (the  "Transaction").  Neuberger Inc. is the parent company of NB
Management  and Neuberger  Berman,  which  respectively  serve as the investment
advisor  and  sub-advisor  to each  Fund.  As a result  of the  Transaction,  NB
Management  and  Neuberger  Berman  will each become an  indirect  wholly  owned
subsidiary of Lehman Brothers.

      The  estimated  total value of the  Transaction  is  approximately  $2.625
billion (based on the closing price of Lehman  Brothers stock on July 21, 2003).
Under the terms of the acquisition agreement, each stockholder of Neuberger Inc.
would receive  (based on the closing price of Lehman  Brothers stock on July 21,
2003,  and including $42 million  in-the-money  options and less $255 million in
net  excess  cash as of June 30,  2003,  and  excluding  $1.6  million  unvested
restricted shares in five employee compensation plans) an implied price of about
$41.48  per  share,  consisting  of $9.49 in cash and  0.496  shares  of  Lehman
Brothers'  common stock. The number of shares to be received by each stockholder
of  Neuberger  Inc.  may,  however,  be adjusted  with such  adjustment  being a
function of the average trading price of Lehman  Brothers' common stock during a
period shortly prior to closing.

      Consummation   of  the   Transaction  is  subject  to  certain  terms  and
conditions,  including, among others: (1) Neuberger Inc. obtaining the requisite
approval of its stockholders; (2) the Trust obtaining approval to enter into new
management and  sub-advisory  agreements,  as set forth in this Proxy Statement,
from the shareholders of funds that represented 75% of the assets held as of May
31, 2003 in all of the Funds and in all other  registered  investment  companies
sponsored by NB  Management;  (3)  agreement by other  specified  categories  of
Neuberger  Berman  clients  representing  a certain  percentage  of the  revenue
attributable  to the assets under  management for such clients to continue their
advisory  relationships  with  Neuberger  Berman  following  completion  of  the
Transaction;  and (4)  Neuberger  Inc.,  Lehman  Brothers and Lehman  Subsidiary
obtaining certain regulatory approvals.  Although there is no assurance that the

                                       5


Transaction will be completed, if each of the terms and conditions are satisfied
or waived, the parties to the Transaction  anticipate that the closing will take
place during Lehman  Brothers'  fourth fiscal  quarter  (which ends November 30,
2003).

POST-TRANSACTION STRUCTURE AND OPERATIONS

      As described above,  upon completion of the  Transaction,  Lehman Brothers
through its ownership of Lehman Subsidiary, the entity into which Neuberger Inc.
will  merge,  will  indirectly  control  NB  Management  and  Neuberger  Berman.
Operationally,  Neuberger  Inc.  will become a part of Lehman  Brothers'  Client
Services  Segment's  Wealth and Asset  Management  Division.  NB Management  and
Neuberger Berman will continue to operate under their existing names.

      NB Management and Neuberger Berman have advised the Board of Trustees that
they do not  anticipate  any changes in the Funds'  portfolio  managers or their
portfolio  management teams in connection with the Transaction.  Lehman Brothers
has  established  a  compensation  pool to be  used  for  the  retention  of key
employees in an effort to ensure there will be no  disruption  in the quality of
services  provided to  shareholders of the Funds and other clients in connection
with the  Transaction.  However,  there can be no assurance  that any particular
employee of NB Management or Neuberger  Berman will choose to remain employed by
NB  Management  or  Neuberger  Berman  before  or after  the  completion  of the
Transaction.

LEHMAN BROTHERS AND ITS AFFILIATES

      Lehman Brothers,  a publicly traded company,  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 Brothers  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 Brothers and
its  affiliates  managed over $46.7 billion of client assets as of June 1, 2003.
Lehman Brothers' address is 745 Seventh Avenue, New York, New York 10019.

      Lehman Subsidiary is a wholly owned subsidiary of Lehman Brothers and upon
consummation  of  the  Transaction,  will  own  all of  the  outstanding  voting
securities of NB Management and Neuberger Berman.

NEUBERGER INC. AND ITS AFFILIATES

      Neuberger Inc. is a publicly traded holding company that is owned ____% by
the employees of Neuberger  Berman and its affiliates  and former  principals of
Neuberger  Berman.  Neuberger  Inc.  is the  parent  and  100%  owner of both NB
Management  and  Neuberger  Berman.   Subsidiaries  of  Neuberger  Inc.  include
investment  advisory  companies that together have $63.7 billion in assets under
management,  as of  June  30,  2003.  For  64  years,  Neuberger  Inc.  and  its
subsidiaries  and  predecessors  have  provided  clients  with a broad  range of
investment  products,  services and strategies for  individuals,  families,  and
taxable  and  non-taxable   institutions.   Neuberger  Inc.  engages  in  wealth
management  services  including  private  asset  management,  tax and  financial
planning,   and  personal  and  institutional  trust  services;   mutual  funds,
institutional   management  and  alternative   investments;   and   professional
securities services.

                                       6


      NB Management, 605 Third Avenue, 2nd Floor, New York, New York 10158-0180,
is a  wholly  owned  subsidiary  of  Neuberger  Inc.  As of the  closing  of the
Transaction,  NB Management will become an indirect  wholly owned  subsidiary of
Lehman  Brothers.  NB Management is an  SEC-registered  investment  advisor that
provides  investment  advisory  services  to the Trust  and to other  registered
investment  companies,  both  open-  and  closed-end.  It  also  provides  asset
allocation  advice  to  individuals.  NB  Management  is also an  SEC-registered
limited purpose broker-dealer that distributes shares of the Funds.

      Neuberger Berman,  605 Third Avenue,  New York, New York 10158-3698,  is a
wholly owned  subsidiary of Neuberger Inc. As of the closing of the Transaction,
Neuberger  Berman will  become an indirect  wholly  owned  subsidiary  of Lehman
Brothers. Neuberger Berman is an SEC-registered investment advisor that provides
advisory services to the Trust and to other registered investment companies,  as
well  as to high  net  worth  individuals,  unregistered  investment  companies,
corporations,   and  institutional  investors.   Neuberger  Berman  is  also  an
SEC-registered  broker-dealer that provides  professional  securities  services,
including trade execution, securities lending and prime brokerage services.

      Exhibit A to this  Proxy  Statement  provides  information  regarding  the
principal  executive  officers and  directors  of NB  Management  and  Neuberger
Berman.

ANTICIPATED BENEFITS OF THE TRANSACTION

      Neuberger Inc.  anticipates  that the Transaction and its combination with
Lehman  Brothers will benefit  Neuberger Inc. and the Funds in a number of ways,
including:

      o  providing  Neuberger Inc. with global  capabilities  in an increasingly
         global industry;

      o  expanding Neuberger Inc.'s product offerings;

      o  providing greater access to information resources;

      o  enhancing  retention of key employees by increasing  opportunities  for
         these employees of Neuberger Inc. and its affiliates  including through
         the benefits of being part of a larger,  financially  stronger company;
         and

      o  affiliating  with  Lehman  Brothers,  which has made the  growth of its
         asset  management  operations a key component of its business  plans, a
         commitment  that is  expected  to assist NB  Management  and  Neuberger
         Berman in continuing to expand their  business,  attract more assets to
         the Funds and maintain  the high level of services  they provide to the
         Funds.

NEW MANAGEMENT AND SUB-ADVISORY AGREEMENTS

      NB Management  serves as advisor to each Fund and Neuberger  Berman serves
as sub-advisor  to each Fund. NB Management and Neuberger  Berman will undergo a
change of  control  as a result of the  Transaction.  This  change of control is
deemed to be an "assignment" of each Fund's  existing  Management  Agreement and
Sub-Advisory  Agreement (together,  "existing  Agreements") under the Investment
Company Act of 1940,  as amended (the "1940 Act").  As required by the 1940 Act,
each Fund's existing Management Agreement and Sub-Advisory Agreement provide for
their  automatic  termination  in the  event of an  assignment,  and  each  will

                                       7


terminate upon the consummation of the Transaction. Accordingly, shareholders of
each Fund are being asked to approve a new Management Agreement ("New Management
Agreement") and a new Sub-Advisory  Agreement ("New Sub-Advisory  Agreement" and
together,  "New  Agreements") that are identical in all material respects to the
existing  Agreements to allow NB Management and Neuberger  Berman to continue to
manage each Fund.  For each Fund,  the  Proposal  to approve a new  Sub-Advisory
Agreement is subject to the approval of the Proposal to approve a new Management
Agreement.  If the  Transaction  is not completed  for any reason,  the existing
Agreements will remain in effect for each Fund.

      If the shareholders of a Fund do not approve the New Management  Agreement
and/or new Sub-Advisory Agreement before the Transaction is completed, the Board
has approved  continuation  of NB Management's  advisory  services and Neuberger
Berman's   sub-advisory  services  under  interim  Management  and  Sub-Advisory
Agreements  (together,   "interim  Agreements")  pending  approval  of  the  New
Agreements by  shareholders of such Fund.  Compensation  earned by NB Management
and Neuberger  Berman under the interim  Agreements would be held in an interest
bearing escrow account pending  shareholder  approval of the New Agreements.  If
shareholders  approve the New Agreements within 150 days from the termination of
the  existing  Agreements,  the  amount  held in the escrow  account,  including
interest, will be paid to NB Management and Neuberger Berman. If shareholders do
not approve the New Agreements,  NB Management and Neuberger Berman will be paid
the lesser of the costs  incurred  performing  their  services under the interim
Agreements or the total amount in the escrow account, including interest earned.
If at the end of 150 days following  termination of a Fund's existing Agreements
the Fund's shareholders still have not approved the New Agreements, the Trustees
would  either  negotiate  a new  Management  Agreement  and/or new  Sub-Advisory
Agreement with an advisory  organization  selected by the Trustees or make other
arrangements. In the event the Transaction is not consummated, NB Management and
Neuberger   Berman  will   continue   to  serve  as  advisor  and   sub-advisor,
respectively, to each Fund pursuant to the terms of the existing Agreements.



              PROPOSAL 1: APPROVAL OF THE NEW MANAGEMENT AGREEMENT

      Shareholders  of each Fund are  being  asked to  approve a New  Management
Agreement  between  the  Trust,  on  behalf  of  each  applicable  Fund,  and NB
Management.  As described above, the Trust's existing Management  Agreement will
terminate upon consummation of the Transaction.  Therefore,  approval of the New
Management Agreements is sought so that the management of each Fund can continue
without interruption.

BOARD APPROVAL AND RECOMMENDATION

      The Trustees  who were  present at an in-person  meeting held on August 5,
2003,  including a majority of the Trustees who are not "interested  persons" of
the  Trust  or of NB  Management  (as  defined  in the 1940  Act)  ("Independent
Trustees"),  unanimously approved the New Management Agreement for each Fund and
unanimously recommended that shareholders approve the New Management Agreements.
A summary of the  Trustees'  considerations  is  provided  below in the  section
entitled "Evaluation by the Trustees."

                                       8


TERMS OF THE EXISTING AND NEW MANAGEMENT AGREEMENTS

      The form of the New Management Agreements is attached as Exhibit B to this
Proxy Statement and the description of terms in this section is qualified in its
entirety by reference to Exhibit B. Appendix B-1 shows the date of each existing
Management  Agreement,  the date when the existing Management Agreement was last
approved by the  Trustees of the Trust with  respect to each Fund,  and the date
when  the  existing  Management  Agreement  was  last  submitted  to a  vote  of
shareholders of each applicable Fund, including the purpose of such submission.

      The terms of each New  Management  Agreement are identical to those of the
respective existing Management Agreement,  except for the dates of execution and
termination.  The fee rates under each New Management Agreement are identical to
the fee rates under the respective existing Management  Agreement.  In addition,
all voluntary and contractual  expense  reimbursement  arrangements  between any
Fund and NB Management  will be renewed and will continue upon completion of the
Transaction.  NB Management  has been advised the Board of Trustees that it does
not anticipate that the Transaction  will result in any reduction in the quality
of services now provided to the Funds or have any adverse  effect on the ability
of NB Management to fulfill its obligations to the Funds.

      The following discussion applies to both the existing Management Agreement
and the New Management Agreement for each Fund (the "Management Agreements"):

      INVESTMENT  MANAGEMENT  SERVICES.  NB Management  serves as the investment
advisor to each Fund  pursuant to the  Management  Agreements  with the Trust on
behalf of each applicable Fund. In relation to providing investment advisory and
portfolio  management  services,  the  Management  Agreements  provide  that  NB
Management  will (1) obtain and  evaluate  information  relating to the economy,
industries,  businesses,  securities  markets and  securities,  (2)  formulate a
continuing  program for the investment of each Fund's assets consistent with its
investment objectives, policies and restrictions, and (3) determine from time to
time  securities  to be  purchased,  sold,  retained  or lent by the  Funds  and
implement  those  decisions,  including the selection of entities  through which
such  transactions  are to be  effected.  The  Management  Agreements  permit NB
Management  to effect  securities  transactions  on behalf of the Funds  through
associated  persons of NB Management,  which will include Lehman  Brothers after
completion of the  Transaction.  The  Management  Agreements  also  specifically
permit NB Management to  compensate,  through  higher  commissions,  brokers and
dealers who provide  investment  research and analysis to the Funds,  subject to
obtaining  best  execution.  Exhibit  C  to  this  Proxy  Statement  sets  forth
information regarding commissions paid by the Funds to affiliated brokers during
the most recent fiscal year.

      ADMINISTRATIVE  SERVICES.   Pursuant  to  the  Management  Agreements,  NB
Management provides to each Fund, without separate cost, office space, equipment
and facilities and the personnel necessary to perform executive, administrative,
and clerical  functions.  NB Management  also (i) assists each Fund in selecting
and coordinating the activities of other agents, including the Funds' custodian,
independent  auditors  and  legal  counsel;  (ii)  authorizes  and  permits  its
directors,  officers and  employees  who may be elected or appointed to serve as
such to the Funds or the Trust;  (iii)  assures  that all books and  records are

                                       9


maintained in accordance with applicable laws and regulations;  and (iv) assists
in the preparation of periodic reports and filings required by federal and state
securities and tax laws.

      EXPENSES.  NB  Management  pays all  salaries,  expenses,  and fees of the
officers,  Trustees, and employees of the Trust who are officers,  directors, or
employees of NB Management or Neuberger Berman.  Each Fund bears the expenses of
its  operation  including  the  costs  associated  with:  custody,   shareholder
servicing, shareholder reports, pricing and portfolio valuation, communications,
legal and accounting  fees,  Trustees fees and expenses,  shareholder  meetings,
bonding and insurance,  brokerage  commissions,  taxes,  trade association fees,
nonrecurring and extraordinary expenses, and organizational expenses.

      ADVISORY  FEE.  Each Fund pays NB  Management an advisory fee based on the
Fund's  average daily net assets.  Exhibit D to this Proxy  Statement sets forth
the rate of compensation and aggregate amount of advisory fees paid by each Fund
during  the  last  fiscal  year as  well as the  amount  of  administration  and
distribution  fees  paid  to  NB  Management   pursuant  to  administration  and
distribution  agreements with the Funds. The Trustees of the Trust have voted to
approve new administration and distribution agreements,  similar in all material
respects to the current agreements described below, to take effect following the
completion  of the  Transaction.  If the  Transaction  is not  completed for any
reason, the current  administration  and distribution  agreements will remain in
effect for each Fund.

      Pursuant to an  administration  agreement  with each Fund,  NB  Management
provides  certain  shareholder-related  services  not  furnished  by the  Funds'
shareholder  servicing agent or third party investment  providers and assists in
the development and  implementation of specified programs and systems to enhance
overall shareholder servicing  capabilities.  NB Management solicits and gathers
shareholder proxies,  performs services connected with the qualification of Fund
shares for sale in various states, and furnishes other services necessary to the
operation of the Funds.

      Pursuant to a distribution  agreement with each Fund, NB Management serves
as "principal underwriter" within the meaning of the 1940 Act and, as such, acts
as agent in  arranging  for the sale of Fund  shares.  For  certain  classes  of
shares,  NB Management bears all advertising and promotion  expenses incurred in
the sale of Fund shares.  Certain  other classes  compensate  NB Management  for
activities and expenses related to the sale and distribution of Fund shares, and
ongoing services to investors in the Funds.

      NB  Management  has also entered into  voluntary and  contractual  expense
reimbursement  arrangements  with certain Funds to reimburse certain expenses of
each such Fund so that its total  annual  operating  expenses  are  limited to a
certain  percentage of its average  daily net assets.  The  arrangements  do not
cover interest,  taxes, brokerage commissions,  and extraordinary  expenses. For
certain Funds,  the  arrangements  do not cover  compensation  to NB Management.
Under  the  contractual  arrangements,  the  Fund in turn  agrees  to  repay  NB
Management  for reimbursed  expenses  provided that repayment does not cause the
Fund's annual operating expenses to exceed a certain predetermined percentage of
its average daily net assets. Any such repayment must be made within three years
after the year in which NB  Management  incurred the expense.  All voluntary and
contractual  expense   reimbursement   arrangements  between  any  Fund  and  NB
Management  will be  renewed  and will  continue  as  currently  in effect  upon
completion of the Transaction. The

                                       10


voluntary arrangements may be terminated by NB Management with respect to a Fund
on 60 days' notice to the Fund. Exhibit E to this Proxy Statement sets forth the
current voluntary and contractual fee waiver agreements.

      RETENTION OF SUB-ADVISOR.  Subject to NB Management  obtaining the initial
and periodic  approvals required under Section 15 of the 1940 Act, NB Management
may retain a  sub-advisor,  at NB  Management's  own cost and  expense,  to make
investment  recommendations and research information available to NB Management.
However, retention of a sub-advisor in no way reduces the responsibilities of NB
Management  under the Management  Agreements and NB Management is responsible to
the Trust and each Fund for all acts and  omissions  of the  sub-advisor  to the
same extent that NB Management is  responsible  for its own acts and  omissions.
See "Limitation of Liability," below.

      SERVICES TO OTHER  CLIENTS.  The  Management  Agreements  do not limit the
freedom  of NB  Management  or  any  of  its  affiliates  to  render  investment
management and administrative  services to other investment companies, to act as
investment  advisor  or  investment   counselor  to  other  persons,   firms  or
corporations,  or to engage in other business activities.  NB Management acts as
investment advisor or sub-advisor to other registered  investment companies with
similar investment objectives and policies as certain of the Funds. Exhibit F to
this Proxy  Statement sets forth the name,  asset size and advisory fees paid to
NB Management by these other funds.

      LIMITATION OF LIABILITY.  Neither NB Management nor any director,  officer
or employee of NB  Management  performing  services  pursuant to the  Management
Agreements  shall be liable for any error of  judgment  or mistake of law or any
loss unless due to willful misfeasance,  bad faith, gross negligence or reckless
disregard of their duties under the Management Agreements.

      TERM OF AGREEMENT.  Each existing  Management  Agreement  provides that it
will remain in effect until June 30, 2004.  Each New  Management  Agreement will
provide  that it will  remain in effect for an initial  term of two years.  Each
Management  Agreement  will  remain in effect  from year to year  thereafter  if
approved  annually  by  (i)  the  vote  of  the  holders  of a  majority  of the
outstanding  voting  securities (as defined in the 1940 Act) of each Fund, or by
the Board of  Trustees,  and also by (ii) the vote,  cast in person at a meeting
called for such purpose, of a majority of the Independent Trustees.

      AMENDMENT OR  ASSIGNMENT.  Any amendment  must be in writing signed by the
parties to the Agreement and is not effective  unless  authorized  for each Fund
(i) by resolution of the  Trustees,  including the vote or written  consent of a
majority of the  Independent  Trustees,  and (ii) by a vote of a majority of the
outstanding  voting  securities  (as  defined in the 1940 Act) of the Fund.  The
Management  Agreements  provide  that  they  will  terminate  automatically  and
immediately in the event of an assignment.

      TERMINATION. The Management Agreements may be terminated, without penalty,
at any time by either  party to the  Agreement  upon sixty days'  prior  written
notice to the other party;  provided that in the case of  termination by any one
Fund,  the  termination  has been  authorized (i) by resolution of the Trustees,
including the vote or written consent of a majority of the Independent Trustees,
or (ii) by a vote of a majority of the outstanding voting securities (as defined
in the 1940 Act) of the Fund.

                                       11


DIFFERENCES BETWEEN THE EXISTING AND NEW MANAGEMENT AGREEMENTS

      The only terms of the New  Management  Agreements  that will be  different
from the terms of the existing Management  Agreements are the dates of execution
and termination.

  THE TRUSTEES RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE "FOR" PROPOSAL 1.



              PROPOSAL 2: APPROVAL OF A NEW SUB-ADVISORY AGREEMENT

      Shareholders  of each Fund are being  asked to approve a New  Sub-Advisory
Agreement with respect to their Fund between NB Management and Neuberger Berman.
As described  above,  each existing  Sub-Advisory  Agreement will  automatically
terminate upon consummation of the Transaction.  Therefore,  approval of the New
Sub-Advisory  Agreements  is  sought  so that the  management  of each  Fund can
continue  without  interruption.  If the  Transaction  is not  completed for any
reason, the existing Sub-Advisory Agreements will continue in effect.

BOARD APPROVAL AND RECOMMENDATION

      The Trustees  who were  present at an in-person  meeting held on August 5,
2003, including a majority of the Independent Trustees, unanimously approved the
New  Sub-Advisory  Agreement  for each  Fund and  unanimously  recommended  that
shareholders  approve the New  Sub-Advisory  Agreement  relating to that Fund. A
summary  of the  Trustees'  considerations  is  provided  below  in the  section
entitled "Evaluation by the Trustees."

TERMS OF THE EXISTING AND NEW SUB-ADVISORY AGREEMENTS

      The form of the New  Sub-Advisory  Agreements  is attached as Exhibit G to
this Proxy  Statement and the  description of terms in this section is qualified
in its entirety by  reference to Exhibit G.  Appendix G-1 shows the date of each
existing  Sub-Advisory  Agreement,  the  date  when  the  existing  Sub-Advisory
Agreement was last  approved by the Trustees with respect to each Fund,  and the
date when the existing  Sub-Advisory  Agreement was last  submitted to a vote of
shareholders of each Fund, including the purpose of such submission.

      The terms of each New Sub-Advisory Agreement are identical to those of the
respective existing  Sub-Advisory  Agreement,  except for the dates of execution
and  termination.  The  Funds  do not pay any  fees  under  either  Sub-Advisory
Agreement. All payments to Neuberger Berman pursuant to a Sub-Advisory Agreement
with respect to any Fund are made by NB Management.  However, the fee rates paid
by NB Management under each New Sub-Advisory  Agreement are identical to the fee
rates under the respective existing  Sub-Advisory  Agreement.  NB Management and
Neuberger  Berman have advised the Board of Trustees that they do not anticipate
that the Transaction will result in any reduction in the quality of services now
provided  to the Funds or have any adverse  effect on the  ability of  Neuberger
Berman to fulfill its obligations under the Sub-Advisory Agreements.

                                       12


      The  following  discussion  applies  to  both  the  existing  Sub-Advisory
Agreement and the New  Sub-Advisory  Agreement for each Fund (the  "Sub-Advisory
Agreements"):

      SUB-ADVISORY SERVICES. On behalf of the Trust and each Fund, NB Management
retains  Neuberger  Berman  to  serve  as the  sub-advisor  to  each  Fund.  The
Sub-Advisory  Agreements  provide  that  Neuberger  Berman  will  furnish  to NB
Management, upon reasonable request, the same type of investment recommendations
and research that Neuberger Berman, from time to time, provides to its employees
for use in managing client accounts.  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 Neuberger Berman. This staff consists of
numerous investment  analysts,  each of whom specializes in studying one or more
industries,  under the supervision of the Chief Investment Officer,  who is also
available for consultation with NB Management.

      SUB-ADVISORY FEE. The Sub-Advisory  Agreements  provide that NB Management
will pay for the services  rendered by Neuberger  Berman based on the direct and
indirect costs to Neuberger Berman in connection with those services.  Exhibit H
to this Proxy  Statement sets forth the aggregate  amount of  sub-advisory  fees
paid by NB  Management  with  respect to each Fund during its last fiscal  year.
Neuberger  Berman also  serves as  sub-advisor  for all of the other  registered
investment  companies  sponsored  by NB  Management.  Exhibit  I to  this  Proxy
Statement  sets  forth  the  name,  asset  size and  sub-advisory  fees  paid to
Neuberger Berman by these other funds.

      LIMITATION  OF  LIABILITY.  Neuberger  Berman is not liable for any act or
omission or any loss suffered by any Fund or any Fund's  shareholders  under the
Agreements  unless due to willful  misfeasance,  bad faith,  gross negligence or
reckless disregard of its duties under the Sub-Advisory Agreements.

      TERM OF AGREEMENT.  Each existing Sub-Advisory  Agreement provides that it
will remain in effect until June 30, 2004. Each New Sub-Advisory  Agreement will
provide  that it will  remain in effect for an initial  term of two years.  Each
Sub-Advisory  Agreement  will remain in effect from year to year  thereafter  if
approved  annually  by  (i)  the  vote  of  the  holders  of a  majority  of the
outstanding  voting  securities (as defined in the 1940 Act) of each Fund, or by
the Trustees,  and also by (ii) the vote, cast in person at a meeting called for
such purpose, of a majority of the Independent Trustees.

      TERMINATION.  The  Sub-Advisory  Agreements  may  be  terminated,  without
penalty,  at any time by the Trust, NB Management or Neuberger Berman upon sixty
days' prior  written  notice to the other  party;  provided  that in the case of
termination by the Trust or any Fund, the termination has been authorized (i) by
resolution of the Trustees,  including the vote or written consent of a majority
of the Independent  Trustees, or (ii) by a vote of a majority of the outstanding
voting  securities  (as defined in the 1940 Act) of the Fund.  Furthermore,  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.

                                       13


DIFFERENCES BETWEEN THE EXISTING AND NEW SUB-ADVISORY AGREEMENTS

      The only terms of the New  Sub-Advisory  Agreements that will be different
from  the  terms  of the  existing  Sub-Advisory  Agreements  are the  dates  of
execution and termination.

  THE TRUSTEES RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE "FOR" PROPOSAL 2.


                           EVALUATION BY THE TRUSTEES

BOARD MEETINGS AND CONSIDERATIONS

      The Trustees met  telephonically on July 22, 2003, and in person on August
5, 2003.  At the meeting on July 22, 2003, a committee of  Independent  Trustees
was formed to lead the Boards' due diligence effort ("Due Diligence  Committee")
regarding  Lehman  Brothers,  the Transaction  and the New  Agreements.  The Due
Diligence  Committee  with the  assistance of counsel,  prepared a due diligence
request that was presented to Neuberger Inc. and Lehman Brothers. Along with the
other Trustees, the Due Diligence Committee reviewed the written response to the
due  diligence  request.  In  addition,  the Due  Diligence  Committee  reviewed
voluminous  supplemental  material and reported on their findings at the meeting
on August 5, 2003. In evaluating the New Agreements, the Trustees, including the
Independent  Trustees,  reviewed  materials  furnished  by  Neuberger  Inc.,  NB
Management,   Neuberger   Berman  and  Lehman   Brothers  and  met  with  senior
representatives  of Neuberger Inc., NB Management,  Neuberger  Berman and Lehman
Brothers  regarding their  personnel,  operations and financial  condition.  The
Trustees also reviewed the terms of the Transaction and its possible  effects on
the Funds and their  shareholders.  Representatives of Neuberger Inc. and Lehman
Brothers discussed with the Trustees the anticipated  effects of the Transaction
and  indicated  their belief that,  as a  consequence  of the  Transaction,  the
operations  of the Fund and the  capabilities  of NB  Management  and  Neuberger
Berman to provide advisory and other services to the Fund would not be adversely
affected and should be enhanced by the  resources of Lehman  Brothers,  although
there can be no assurance as to any  particular  benefits  that may result.  The
Independent  Trustees were advised by independent legal counsel  throughout this
process.

      The Trustees  considered the following factors to be of primary importance
to their recommendation:  (1) that the terms of the New Agreements are identical
in all material respects to those of the existing Agreements;  (2) assurances by
a representative of Lehman Brothers that NB Management and Neuberger Berman will
maintain substantial operational autonomy and continuity of management following
the  Transaction;  (3) the favorable  history,  reputation,  qualification,  and
background  of Neuberger  Inc.,  NB  Management,  Neuberger  Berman,  and Lehman
Brothers,  as well as the qualifications of their personnel and their respective
financial conditions; (4) the overall commitment of Lehman Brothers to retaining
personnel currently employed by NB Management and Neuberger Berman who currently
provide  services  to the  Funds;  (5) the fee and  expense  ratios of the Funds
relative to comparable  mutual funds; (6) that the fee and expense ratios of the
Funds  appear  to the  Board to be  reasonable  given the  quality  of  services
expected to be provided and the fees are identical to those paid by the Funds in
the past;  (7) the  commitment of NB  Management to maintain the Funds'  current
voluntary  and  contractual   expense  limitation   agreements  to  ensure  Fund


                                       14


shareholders  do not face an  increase  in  expenses  upon  consummation  of the
Transaction;  (8) the  performance  of the Funds  relative to comparable  mutual
funds and  unmanaged  indices;  (9) the  commitment  of  Neuberger  Inc. and its
affiliates to pay the expenses of the Funds in connection  with the  Transaction
including all expenses in connection  with the  solicitation  of proxies so that
shareholders  of the  Funds  would  not  have to bear  such  expenses;  (10) the
possible  benefits  that  may  be  realized  by  the  Funds  as a  result  of NB
Management's and Neuberger Berman's combination with Lehman Brothers,  including
the resources of Lehman  Brothers that would be available to each Fund; and (11)
that the Transaction is expected to help ensure  continuity of management of the
Funds and may  reduce  the  potential  for  future  vulnerability  to changes in
control  of NB  Management  and  Neuberger  Berman  that could be adverse to the
Funds' interests.

      Peter E. Sundman,  Chairman of the Board and Chief  Executive  Officer and
Trustee of the Trust,  and Jack L. Rivkin,  President  and Trustee of the Trust,
are each  stockholders  of Neuberger  Inc. Mr. Sundman has entered into a voting
agreement  with Lehman  Brothers  requiring  him to vote his shares of Neuberger
Inc. in favor of the Transaction. It is expected that Mr. Sundman and Mr. Rivkin
will receive approximately $________ and $________,  respectively, for their pro
rata portions of the aggregate consideration paid in the Transaction in exchange
for their  interests in Neuberger  Inc. As a result of their direct and indirect
interests in the Transaction,  and in Neuberger Inc. and its affiliates, as well
as  in  future  employment   arrangements  with  Lehman  Brothers,  each  has  a
substantial  interest  in  shareholder  approval  of  the  New  Agreements.   In
considering the New Agreements, the Trustees were aware of these interests.

      On April 28, 2003,  Lehman Brothers Inc.  ("LBI"),  an affiliate of Lehman
Brothers,  without admitting or denying the allegations against it, consented to
settle  charges  brought by the SEC that LBI had violated  certain  rules of the
NASD, Inc. and the New York Stock Exchange,  Inc. ("NYSE").  This settlement and
settlements  with nine other brokerage  firms are part of the global  settlement
the firms have reached with the Commission,  NASD,  Inc., the NYSE, the New York
Attorney  General,  and other state  regulators.  Once this  settlement  becomes
effective, Lehman Brothers and its affiliates (which would include NB Management
and  Neuberger  Berman  following  completion of the  Transaction)  would not be
eligible to act as investments advisors, sub-advisors, or principal underwriters
to registered investment companies, unless they obtain exemptive relief from the
SEC.  Lehman  Brothers  has applied for such  relief.  Although  there can be no
assurance  that the necessary  exemption will be obtained,  Lehman  Brothers has
advised the Boards that it does not  anticipate  any  difficulties  in obtaining
such relief, based on applicable precedents and the express  understanding,  set
forth in the  consent,  that the staff of the SEC does not  oppose  the grant of
such relief.

SECTION 15(f) OF THE 1940 ACT

      Section  15(f)  of  the  1940  Act  permits  an  investment  advisor  of a
registered  investment  company  (or any  affiliated  persons of the  investment
advisor) to receive any amount or benefit in connection with a change in control
of the investment advisor, provided that two conditions are satisfied.

      First, an "unfair burden" may not be imposed on the investment  company as
a result of the change in control,  or any express or implied terms,  conditions
or understandings applicable to the change in control. The term "unfair burden,"


                                       15


as defined in the 1940 Act, includes any arrangement  during the two-year period
after  the  transaction  whereby  the  investment  advisor  (or  predecessor  or
successor advisor), or any "interested person" of the advisor (as defined in the
1940 Act),  receives or is entitled  to receive  any  compensation,  directly or
indirectly, from the investment company or its security holders (other than fees
for bona fide  investment  advisory  or other  services),  or from any person in
connection with the purchase or sale of securities or other property to, from or
on behalf of the  investment  company  (other than  ordinary  fees for bona fide
principal underwriting services).

      Second,  during the three-year period after the transaction,  at least 75%
of the  members  of the  investment  company's  board  of  directors  cannot  be
"interested  persons" (as defined in the 1940 Act) of the investment  advisor or
its predecessor.

      The Trustees have not been advised by Neuberger Inc. or Lehman Brothers of
any  circumstances  arising  from  the  Transaction  that  might  result  in the
imposition  of an "unfair  burden" on any Fund.  Moreover,  Lehman  Brothers has
agreed  that for two years after the  consummation  of the  Transaction,  Lehman
Brothers will use reasonable best efforts to refrain from imposing,  or agreeing
to impose,  any unfair burden on the Fund. At the present time,  over 80% of the
Trustees  are  classified  as  Independent  Trustees  and  expect  to  remain so
classified  following NB Management's  and Neuberger  Berman's  combination with
Lehman  Brothers.  Lehman Brothers has agreed to use its reasonable best efforts
to ensure  that at least  75% of the  Trustees  are  classified  as  Independent
Trustees during the three-year period after the completion of the Transaction.

      Based on their  evaluation  of the materials  presented,  the Trustees who
attended  the August 5 board  meeting,  including a majority of the  Independent
Trustees,  unanimously  concluded  that  the  terms  of the New  Agreements  are
reasonable,  fair and in the best interests of the Funds and their shareholders.
The Trustees  believe that the New Agreements  will enable each Fund to continue
to enjoy the high quality investment management and sub-advisory services it has
received  in the past from NB  Management  and  Neuberger  Berman,  at fee rates
identical to the present rates, which the Independent Trustees deem appropriate,
reasonable  and in the best  interests  of the Fund  and its  shareholders.  The
Trustees  unanimously  voted to approve and to recommend to the  shareholders of
each Fund that they approve the New Agreements.


                               GENERAL INFORMATION

OWNERSHIP OF SHARES

      Information  regarding the percent ownership of each person who as of July
31, 2003, to the knowledge of the Trust, owned of record and/or  beneficially 5%
or more of any class of the outstanding  shares of a Fund is included in Exhibit
J to this Proxy Statement.

      Since the beginning of each Fund's most recently completed fiscal year, no
Trustee  has  purchased  or  sold  securities  exceeding  1% of the  outstanding
securities of any class of NB  Management,  Neuberger  Berman,  Neuberger  Inc.,
Lehman Brothers or their subsidiaries.

                                       16


PAYMENT OF SOLICITATION EXPENSES

      NB  Management  will pay the  expenses of the  preparation,  printing  and
mailing of this Proxy Statement and its enclosures and of all solicitations.  NB
Management has engaged Georgeson Shareholder  Communications Inc. and Management
Information Services, an ADP company, proxy solicitation firms, to assist in the
solicitation of proxies. The aggregate cost of retaining such proxy solicitation
firms is expected to be about  $_______  plus  expenses in  connection  with the
solicitation of proxies.

OTHER MATTERS TO COME BEFORE THE MEETING

      The  Trustees  do not know of any matters to be  presented  at the Meeting
other than those  described in this Proxy  Statement.  If other business  should
properly  come  before  the  Meeting,  the  proxy  holders  will  vote  on it in
accordance  with their best  judgment  for those shares they are  authorized  to
vote.  However,  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.

SHAREHOLDER PROPOSALS

      The Funds are not required to hold annual meetings of shareholders and do
not currently intend to hold a meeting of shareholders in 2004. The Trustees
will call a special meeting of shareholders of a Fund or class 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 or class entitled to vote
at such meeting.

INVESTMENT ADVISOR, PRINCIPAL UNDERWRITER AND ADMINISTRATOR

      NB Management, 605 Third Avenue, New York, New York 10158, is the
investment advisor, principal underwriter and administrator to each Fund.

REPORTS TO SHAREHOLDERS

      Each Fund will furnish, without charge, a copy of its most recent annual
report and any more recent semi-annual report to any shareholder upon request.
Shareholders who want to obtain a copy of the Fund's reports should direct all
written requests to the attention of the Fund, at the offices of NB Management,
605 Third Avenue, 2nd Floor, New York, New York 10158-0180, or call toll-free
1-800-877-9700.

                               VOTING INFORMATION

VOTING RIGHTS

      Shareholders of record on the Record Date are entitled to be present and
to vote at the Meeting. Each share or fractional share is entitled to one vote
or fraction thereof. Exhibit K of this Proxy Statement sets forth the number of
shares of each class of each Fund issued and outstanding as of the Record Date.
Shareholders of each Fund will vote on each Proposal as a single class
regardless of the class of shares they own. Each Fund's shareholders will vote
separately on each Proposal with respect to that Fund. If you are a shareholder


                                       17


of more than one Fund, you will be voting on each Proposal separately with
respect to each Fund in which you hold shares.

      If the enclosed voting instruction card or proxy card is properly executed
and returned in time to be voted at the Meeting,  the shares  represented by the
voting  instruction  card or proxy  card  will be voted in  accordance  with the
instructions  marked  on the  voting  instruction  card  or  proxy  card.  If no
instructions are marked on the voting instruction card or proxy card, it will be
voted FOR each Proposal.  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.

      Shares of the Trust are offered to life insurance companies for allocation
to certain  separate  accounts  established for the purpose of funding  variable
annuity contracts and variable life insurance contracts ("Variable  Contracts"),
and may also be offered  directly to certain pension plans and retirement  plans
and accounts  permitting  accumulation  of assets on a tax-deferred  basis.  The
separate  accounts of insurance  companies  and the trustees of qualified  plans
invested  in  the  Funds,   rather  than  individual  contract  owners  or  plan
participants, are the shareholders of the Funds. However, each insurance company
or qualified  plan will vote such shares as required by law and  interpretations
thereof,  as  amended  or  changed  from time to time.  Under  current  law,  an
insurance  company that offers variable  contracts  funded by separate  accounts
that are  registered as investment  companies  under the 1940 Act is required to
request  voting  instructions  from its contract  owners and to cast its vote in
accordance  with those  voting  instructions,  and must vote Fund shares held by
each  of  its  registered  separate  accounts  for  which  it has  not  received
instructions in proportion to the voting instructions it has received.

      In tallying  shareholder votes,  abstentions and "broker non-votes" (i.e.,
shares held by brokers or nominees  as to which (i)  instructions  have not been
received from the beneficial owners or the persons entitled to vote and (ii) the
broker or nominee returns the proxy but declines to vote on a particular matter)
will be counted as shares that are present and  entitled to vote for purposes of
determining the presence of a quorum. With respect to each Proposal, abstentions
and broker  non-votes  have the same effect as a vote cast against the Proposal.
For shares  held in  individual  retirement  accounts  (IRA,  Roth IRA or SIMPLE
Retirement  plans),  the IRA  custodian  will vote the shares in the  account in
accordance with instructions given by the depositor.  However,  if the depositor
fails to  provide  instructions  on how to vote the shares in the  account,  the
custodian will vote the undirected  shares in the same  proportion as shares are
voted considering all shares of the Fund for which instructions are received.

QUORUM; ADJOURNMENT

      A quorum with respect to a Fund is  constituted by one-third of the Fund's
shares outstanding and entitled to vote at the Meeting,  present in person or by
proxy. For the Trust, the insurance  companies whose separate  accounts hold the
Trust's  shares will be counted as the  shareholders  in  determining  whether a
quorum is present. If a quorum is not present at a Fund's Meeting or a quorum is
present but sufficient votes to approve either Proposal are not received, or for

                                       18


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 a majority of the Fund's shares
represented  at the Meeting in person or by proxy and voting on the  question of
adjournment.  The persons named as proxies will vote those proxies that they are
entitled  to vote FOR a proposal in favor of such an  adjournment  and will vote
those proxies required to be voted AGAINST a proposal against such  adjournment.
Abstentions and broker non-votes will have no effect on the outcome of a vote on
adjournment.  A shareholder vote may be taken on either or both of the Proposals
in this Proxy  Statement  with respect to any Fund prior to such  adjournment if
sufficient   votes  have  been   received  for  approval  and  it  is  otherwise
appropriate.

VOTE REQUIRED

      Shareholders  of each  Fund must  separately  approve  the New  Management
Agreement and the New Sub-Advisory  Agreement for such Fund. Approval of each of
Proposal 1 and 2 by a Fund will require the  affirmative  vote of a "majority of
the outstanding  voting securities" of the Fund as defined in the 1940 Act. This
means the  lesser of (1) 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  present in
person or represented by proxy, or (2) more than 50% of the  outstanding  shares
of the Fund.

      If the  shareholders of a Fund approve the New Management and Sub-Advisory
Agreements for such Fund, their effectiveness is conditioned upon the completion
of the  Transaction,  which in turn is conditioned on the satisfaction or waiver
of certain  conditions  set forth in the  agreement  related to the  Transaction
including,  among other things,  that the stockholders of Neuberger Inc. approve
the  Transaction.  If the  stockholders  of  Neuberger  Inc.  do not approve the
Transaction,  the existing Management and Sub-Advisory Agreements will remain in
effect. If approved, these Proposals will not become effective until the closing
of the Transaction.

      To assure the presence of a quorum at the Meeting, please promptly execute
and return the enclosed voting instruction card or proxy card. A self-addressed,
postage-paid envelope is enclosed for your convenience.

                                    By order of the Board of Trustees,



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

August __, 2003

                                       19



                                                                       EXHIBIT A

                  PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF
                       NB MANAGEMENT AND NEUBERGER BERMAN

The address of each principal executive officer and director of NB Management
and Neuberger Berman, listed below is 605 Third Avenue, New York, New York
10158.

Name                      Principal Occupation
- ----                      --------------------

Claudia A. Brandon        Secretary of each Trust; Vice President - Mutual Funds
                          Board Relations, NB Management

Robert Conti              Vice President of each Trust; Senior Vice President,
                          Neuberger Berman and NB Management

Brian Gaffney             Vice President of each Trust; Managing Director,
                          Neuberger Berman; Senior Vice President, NB Management

Kevin Handwerker          Senior Vice President, Secretary and General Counsel,
                          Neuberger Inc. and Neuberger Berman

Jeffrey B. Lane           President, Chief Executive Officer and Director,
                          Neuberger Inc.; President, Chief Executive Officer,
                          Neuberger Berman; Director, NB Management

Robert Matza              Executive Vice President, Chief Operating Officer and
                          Director, Neuberger Inc.; Executive Vice President,
                          Chief Operating Officer, Neuberger Berman; Director,
                          NB Management

Jack L. Rivkin            President and Director of each Trust; Executive Vice
                          President and Chief Investment Officer, Neuberger
                          Inc.; Executive Vice President, Chief Investment
                          Officer and Head of Research and Research Sales
                          Departments, Neuberger Berman; Chairman and Director,
                          NB Management

Marvin C. Schwartz        Vice Chairman of the Board of Neuberger Inc.; Managing
                          Director, Neuberger Berman; Director NB Management

Frederic B. Soule         Vice President of each Trust; Senior Vice President,
                          Neuberger Berman and NB Management

Matthew S. Stadler        Senior Vice President and Chief Financial Officer,
                          Neuberger Inc., Neuberger Berman and NB Management

Heidi L. Steiger          Executive Vice President, Neuberger Inc.; Executive
                          Vice President and Head of Private Asset Management
                          business, Neuberger Berman; Director, NB Management

                                      A-1


Name                      Principal Occupation
- ----                      --------------------

Peter E. Sundman          Chairman of the Board, Chief Executive Officer and
                          Trustee of each Trust; Executive Vice President,
                          Neuberger Inc.; Executive Vice President and Head of
                          Mutual Funds and Institutional business, Neuberger
                          Berman; President and Director, NB Management

                                      A-2


                                                                       EXHIBIT B

                        FORM OF NEW MANAGEMENT AGREEMENT

      This Agreement is made as of _________________, between Neuberger Berman
Advisers Management Trust ("Trust"), a Delaware business trust ("Trust"), and
Neuberger Berman Management Inc., a New York corporation ("Manager").

                                   WITNESSETH:
                                   ----------

      WHEREAS, 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 ("Series") with each
Series having one or more classes and with each Series having its own assets and
investment policies; and

      WHEREAS, Trust desires to retain the Manager as investment adviser to
furnish investment advisory and portfolio management services to each Series
listed in Schedule A attached hereto, to such other Series of Trust hereinafter
established as agreed to from time to time by the parties, evidenced by an
addendum to Schedule A (hereinafter "Series" shall refer to each Series which is
subject to this Agreement and all agreements and actions described herein to be
made or taken by Trust on behalf of the Series), 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 Series and, as such, shall (1) 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 Series in a manner consistent with its
investment objectives, policies and restrictions, and (iii) determine from time
to time securities to be purchased, sold, retained or lent by the Series, 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 Series hereby authorizes any entity or person associated with the
Manager which is a member of a national securities exchange to effect or execute
any transaction on the exchange for the account of the Series which is permitted
by Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)

                                      B-1


thereunder, and the Series hereby consents to the retention of compensation for
such transactions in accordance with Rule 11a-2(T)(a)(iv).

      The Manager shall carry out its duties with respect to the Series'
investments in accordance with applicable law and the investment objectives,
policies and restrictions of the Series adopted by the trustees of Trust
("Trustees"), and subject to such further limitations as the Series may from
time to time impose by written notice to the Manager.

      1.2 ADMINISTRATIVE SERVICES. The Manager shall supervise the Series'
business and affairs and shall provide such services required for effective
administration of the Series as are not provided by employees or other agents
engaged by the Series; provided, that the Manager shall not have any obligation
to provide under this Agreement any direct or indirect services to the holders
of interests in the Series ("Interestholders"), any services related to the sale
of interests in the Series, or any other services which are the subject of a
separate agreement or arrangement between the Series 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 Series, or pay the cost of, such office space, office equipment and office
facilities as are adequate for the Series' needs.

          1.2.2 PERSONNEL. Provide, without remuneration from or other cost to
Trust or the Series, the services of individuals competent to perform all of the
Series' executive, administrative and clerical functions which are not performed
by employees or other agents engaged by the Series or by the Manager acting in
some other capacity pursuant to a separate agreement or arrangement with the
Series.

          1.2.3 AGENTS. Assist the Series in selecting and coordinating the
activities of the other agents engaged by the Series, including the Series'
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 Trust to serve in such capacities, without remuneration from or
other cost to Trust or the Series.

          1.2.5 BOOKS AND RECORDS. Assure that all financial, accounting and
other records required to be maintained and preserved by Trust and/or the Series
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 Trust or the Series to Interestholders of the
Series and all reports and filings required to maintain the registration and
qualification of the Series, or to meet other regulatory or tax requirements
applicable to the Series, 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 provide any of the non-investment advisory services described
herein, and can subcontract to third parties, provided the Manager remains as
fully responsible to the Trust or Series, as applicable, under this contract as
if the Manager had provided services directly.

                                      B-2


      2. EXPENSES OF THE SERIES

      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 Trust or
a Series 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 Trust or to a Series under
any separate agreement or arrangement between the parties.

      2.2 EXPENSES TO BE PAID BY THE SERIES. Each Series shall bear the expenses
of its operation, except those specifically allocated to the Manager under this
Agreement or under any separate agreement between a Series and the Manager.
Expenses to be borne by a Series shall include both expenses directly
attributable to the operation of the Series and the placement of interests
therein, as well as the portion of any expenses of Trust that is properly
allocable to the Series in a manner approved by the trustees of Trust. Subject
to any separate agreement or arrangement between Trust or a Series and the
Manager, the expenses hereby allocated to each Series, 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 INTERESTHOLDER SERVICING. All expenses of maintaining and
servicing Interestholder accounts, including but not limited to the charges of
any Interestholder servicing agent, dividend disbursing agent or other agent
engaged by a Series to service Interestholder accounts.

          2.2.3 INTERESTHOLDER REPORTS. All expenses of preparing, setting in
type, printing and distributing reports and other communications to
Interestholders of a Series.

          2.2.4 PRICING AND PORTFOLIO VALUATION. All expenses of computing a
Series' net asset value per share, including any equipment or services obtained
for the purpose of pricing shares or valuing the Series' investment portfolio.

          2.2.5 COMMUNICATIONS. All charges for equipment or services used for
communications between the Manager or the Series and any custodian,
Interestholder servicing agent, portfolio accounting services agent, or other
agent engaged by a Series.

          2.2.6 LEGAL AND ACCOUNTING FEES. All charges for services and expenses
of a Series' legal counsel and independent auditors.

          2.2.7 TRUSTEES' FEES AND EXPENSES. With respect to each Series, 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.

                                      B-3


          2.2.8 INTERESTHOLDER MEETINGS. All expenses incidental to holding
meetings of Interestholders, 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 Series 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 Series' portfolio
securities.

          2.2.11 TAXES. All taxes or governmental fees payable by or with
respect to a Series 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 Series' 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 Series is a party and the expenses a Series may incur
as a result of its legal obligation to provide indemnification to Trust's
officers, Trustees and agents.

          2.2.14 ORGANIZATIONAL EXPENSES. Any and all organizational expenses of
a Series paid by the Manager shall be reimbursed by such Series at such time or
times agreed by such Series 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 Series
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
hereto), and multiplying this product by the net assets of the Series,
determined in the manner established by the Trustees, as of the close of
business on the last preceding business day on which the Series' net asset value
was determined.

      3.3 STATE EXPENSE LIMITATION. If in any fiscal year the operating expenses
of any Series plus such Series' 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 (1) the Administration Agreement
between such Series and the Manager or (ii) any other Agreement or arrangement
with Trust with respect to that Series, but excludes interest, taxes, brokerage

                                      B-4


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 Series's shares are qualified for sale
(the "State Expense Limitation"), then the Manager shall pay such Series 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 Series for any such expenses which exceed the pro rata
portion of such advisory fee attributable to such Series.

      No payment shall be made to such Interestholder hereunder unless and until
the administration fee payable by such Interestholder under a similar State
Expense Limitation of its Administration Agreement with the Manager has been
reduced to zero. Any payment to an interestholder 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 Series pursuant
to the provisions or rules or regulations of the Securities and Exchange
Commission under Section 3 1 (a) of the 1940 Act and maintained and preserved by
the Manager on behalf of the Series are the property of the Series and shall be
surrendered by the Manager promptly on request by the Series; provided, that the
Manager may at its own expense make and retain copies of any such records.

      5. REPORTS TO MANAGER

      The Series shall furnish or otherwise make available to the Manager such
copies of that Series' 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.

      6. REPORTS TO THE SERIES

      The Manager shall prepare and furnish to the Series such reports,
statistical data and other information in such form and at such intervals as the
Series may reasonably request.

      7. RETENTION OF SUB-ADVISER

      Subject to a Series 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

                                      B-5


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 Trust and
the Series 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 Series 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
Series 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 Trust or a Series or its Interestholders to which the
Manager would otherwise be subject by reason of the Manager's 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 Trust against any liability to
Trust or a Series or its Interestholders 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 Trust.

      10. NO LIABILITY OF OTHER SERIES

      This Agreement is made by each Series pursuant to authority granted by the
Trustees, and the obligations created hereby are not binding on any of the
Trustees or Interestholders of the Series individually, but bind only the
property of that Series and no other.

      11. EFFECT OF AGREEMENT

      Nothing herein contained shall be deemed to require the Series to take any
action contrary to the Declaration of Trust or By-Laws of Trust, any actions of
the Trustees binding upon the Series, or any applicable law, regulation or order
to which the Series 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 Series or Trust.

      12. TERM OF AGREEMENT

      The term of this Agreement shall begin on the date first above written
with respect to each Series listed in Schedule A on the date hereof and, unless
sooner terminated as hereinafter provided, this Agreement shall remain in effect
through September 30, 2005. With respect to each Series 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 September 30 of the year following the year
of execution. Thereafter, in each case, this Agreement shall continue in effect

                                      B-6


with respect to each Series from year to year, subject to the termination
provisions and all other terms and conditions hereof, provided, such continuance
with respect to a Series is approved at least annually by vote of the holders of
a majority of the outstanding voting securities of the Series or by 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 parties to
this Agreement or interested persons of either party hereto; and provided
further that the Manager shall not have notified a Series 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 hereof of any year thereafter that it does not
desire such continuation. The Manager shall furnish to Trust and the Series,
promptly upon their 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 Series (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 (ii) by vote of a
majority of the outstanding voting securities of the Series. This Agreement
shall terminate automatically and immediately in the event of its assignment.

      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 Series,
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 Series.

      15. NAME OF THE SERIES

      Each Series hereby agrees that if the Manager shall at any time for any
reason cease to serve as investment adviser to a Series, the Series shall, if
and when requested by the Manager, eliminate from the Series' 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 Series 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 Securities and Exchange Commission validly issued pursuant to

                                      B-7


the 1940 Act. Specifically, the terms "vote of a majority of the outstanding
voting securities," "interested person," "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 Securities and Exchange
Commission, 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.

      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.

      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



                                        ----------------------------------------



                                        NEUBERGER BERMAN MANAGEMENT INC.



                                        ----------------------------------------


                                      B-8



                                   SCHEDULE A



Balanced Portfolio
Fasciano Portfolio
Focus Portfolio
Growth Portfolio
Guardian Portfolio
Limited Maturity Bond Portfolio
Mid-Cap Growth Portfolio
Partners Portfolio
Regency Portfolio
Socially Responsive Portfolio



Date
     --------------------

                                      B-9




                                                                    APPENDIX B-1



- --------------------------------------------- ----------------- ----------------- ------------------
                                              DATE OF           TRUSTEE           SHAREHOLDER
FUND                                          AGREEMENT         APPROVAL          APPROVAL
- --------------------------------------------- ----------------- ----------------- ------------------
                                                                         
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
- --------------------------------------------- ----------------- ----------------- ------------------
Balanced Portfolio                                                                8/25/1994(2)
- --------------------------------------------- ----------------- ----------------- ------------------
Fasciano Portfolio                                                                __/__/2000(1)
- --------------------------------------------- ----------------- ----------------- ------------------
Focus Portfolio                                                                   __/__/2001(1)
- --------------------------------------------- ----------------- ----------------- ------------------
Growth Portfolio                                                                  8/25/1994(2)
- --------------------------------------------- ----------------- ----------------- ------------------
Guardian Portfolio                                                                __/__/1997(1)
- --------------------------------------------- ----------------- ----------------- ------------------
Limited Maturity Bond Portfolio               5/01/2000, as     06/05/2003        8/25/1994(2)
                                              amended and
                                              restated as of
                                              7/1/2000 and
                                              9/1/2000
- --------------------------------------------- ----------------- ----------------- ------------------
Mid-Cap Growth Portfolio                                                          __/__/1997(1)
- --------------------------------------------- ----------------- ----------------- ------------------
Partners Portfolio                                                                __/__/1994(2)
- --------------------------------------------- ----------------- ----------------- ------------------
Regency Portfolio                                                                 __/__/2000(1)
- --------------------------------------------- ----------------- ----------------- ------------------
Socially Responsive Portfolio                                                     __/__/1998(1)
- --------------------------------------------- ----------------- ----------------- ------------------

(1) Shareholder approval was obtained prior to the commencement of operations
for the Fund by NB Management, the sole shareholder.
(2) Shareholder approval was obtained in connection with a restructuring of the
Fund complex.

                                      B-10



                                                                       EXHIBIT C


                     COMMISSIONS PAID TO AFFILIATED BROKERS


- -------------------------------------------------------------------------------------------------

                      NEUBERGER BERMAN ADVISERS MANAGEMENT
                TRUST (Brokerage Commissions paid for fiscal year
                            ended December 31, 2002)

- ---------------------------------------- --------------------- -------------- -------------------
FUND                                     AFFILIATED BROKER     COMMISSIONS    % OF TOTAL
                                                               PAID           COMMISSIONS PAID
- ---------------------------------------- --------------------- -------------- -------------------
                                                                     
Balanced Portfolio                       Neuberger Berman      $43,479        34.29%
- ---------------------------------------- --------------------- -------------- -------------------
                                         Lehman Brothers
- ---------------------------------------- --------------------- -------------- -------------------
Fasciano Portfolio*                      Neuberger Berman      $554           59.85%
- ---------------------------------------- --------------------- -------------- -------------------
                                         Lehman Brothers
- ---------------------------------------- --------------------- -------------- -------------------
Focus Portfolio**                        Neuberger Berman      $784           65.94%
- ---------------------------------------- --------------------- -------------- -------------------
                                         Lehman Brothers
- ---------------------------------------- --------------------- -------------- -------------------
Growth Portfolio                         Neuberger Berman      $220,134       35.04%
- ---------------------------------------- --------------------- -------------- -------------------
                                         Lehman Brothers
- ---------------------------------------- --------------------- -------------- -------------------
Guardian Portfolio                       Neuberger Berman      $297,927       48.46%
- ---------------------------------------- --------------------- -------------- -------------------
                                         Lehman Brothers
- ---------------------------------------- --------------------- -------------- -------------------
Limited Maturity Bond Portfolio          Neuberger Berman      $0             0%
- ---------------------------------------- --------------------- -------------- -------------------
                                         Lehman Brothers
- ---------------------------------------- --------------------- -------------- -------------------
Mid-Cap Growth Portfolio                 Neuberger Berman      $462,522       41.28%
- ---------------------------------------- --------------------- -------------- -------------------
                                         Lehman Brothers
- ---------------------------------------- --------------------- -------------- -------------------
Partners Portfolio                       Neuberger Berman      $569,099       45.05%
- ---------------------------------------- --------------------- -------------- -------------------
                                         Lehman Brothers
- ---------------------------------------- --------------------- -------------- -------------------
Regency Portfolio                        Neuberger Berman      $44,627        59.31%
- ---------------------------------------- --------------------- -------------- -------------------
                                         Lehman Brothers
- ---------------------------------------- --------------------- -------------- -------------------
Socially Responsive Portfolio            Neuberger Berman      $5,944         84.19%
- ---------------------------------------- --------------------- -------------- -------------------
                                         Lehman Brothers
- -------------------------------------------------------------------------------------------------

*From July 12, 2002 (commencement of operations of Fund) to December 31, 2002
**From August 8, 2002 (commencement of operations of Fund) to December 31, 2002

- -------------------------------------------------------------------------------------------------


                                              C-1




                                                                     EXHIBIT D-1

               RATE OF COMPENSATION UNDER THE MANAGEMENT AGREEMENT


- --------------------------------------------------------------------------------
                   NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
- --------------------------------------------------------------------------------
FUND                                RATE OF COMPENSATION BASED ON EACH
                                    FUND'S AVERAGE DAILY NET ASSETS
- ----------------------------------- --------------------------------------------
Balanced Portfolio                  0.550% of first $250 million
Focus Portfolio                     0.525% of next $250 million
Growth Portfolio                    0.500% of next $250 million
Guardian Portfolio                  0.475% of next $250 million
Mid-Cap Growth Portfolio            0.450% of next $500 million
Partners Portfolio                  0.425% of next $2.5 billion
Regency Portfolio                   0.400% in excess of $4 billion
Socially Responsive Portfolio
- ----------------------------------- --------------------------------------------
Fasciano Portfolio                  0.850% of first $500 million
                                    0.825% of next $500 million
                                    0.800% of next $500 million
                                    0.775% of next $500 million
                                    0.750% of next $500 million
                                    0.725% in excess of $2.5 billion
- ----------------------------------- --------------------------------------------
Limited Maturity Bond Portfolio     0.250% of first $500 million
                                    0.225% of next $500 million
                                    0.200% of next $500 million
                                    0.175% of next $500 million
                                    0.150% in excess of $2 billion
- ----------------------------------- --------------------------------------------

                                      D-1









                                                                                           EXHIBIT D-2


                                       FEES PAID TO NB MANAGEMENT
             (Pursuant to Management, Administration and Distribution Agreements between the
                            Trust on behalf of each Fund and NB Management)


- -------------------------------------------------------------------------------------------------------

                               NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
                (fees paid under each agreement for fiscal year ended December 31, 2002)

- -------------------------------------------------------------------------------------------------------
FUND                                MANAGEMENT        CLASS           ADMINISTRATION    DISTRIBUTION
- -------------------------------------------------------------------------------------------------------
                                                   
Balanced Portfolio                                    Class I
- -------------------------------------------------------------------------------------------------------
Fasciano Portfolio*                                   Class S
- -------------------------------------------------------------------------------------------------------
Focus Portfolio**                                     Class S
- -------------------------------------------------------------------------------------------------------
Growth Portfolio                                      Class I
- -------------------------------------------------------------------------------------------------------
Guardian Portfolio                                    Class I
                                                      -------------------------------------------------
                                                      Class S
- -------------------------------------------------------------------------------------------------------
Limited Maturity Bond Portfolio                       Class I
- -------------------------------------------------------------------------------------------------------
Mid-Cap Growth Portfolio                              Class I
                                                      -------------------------------------------------
                                                      Class S
- -------------------------------------------------------------------------------------------------------
Partners Portfolio                                    Class I
- -------------------------------------------------------------------------------------------------------
Regency Portfolio                                     Class I
- -------------------------------------------------------------------------------------------------------
Socially Responsive Portfolio                         Class I
- -------------------------------------------------------------------------------------------------------

*From July 12, 2002 (commencement of operations of Fund) to December 31, 2002
**From August 8, 2002 (commencement of operations of Fund) to December 31, 2002

- -------------------------------------------------------------------------------------------------------

                                                   D-2





                                                                       EXHIBIT E

                    CURRENT VOLUNTARY AND CONTRACTUAL EXPENSE
                                  LIMITATIONS


- --------------------------------------------------------------------------------

                   NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
- ------------------------------------------ -------------------------------------
FUND                                       RATE OF COMPENSATION BASED ON EACH
                                           FUND'S AVERAGE DAILY NET ASSETS
- ------------------------------------------ -------------------------------------
Balanced Portfolio                         0.550% of first $250 million
Focus Portfolio                            0.525% of next $250 million
Growth Portfolio                           0.500% of next $250 million
Guardian Portfolio                         0.475% of next $250 million
Mid-Cap Growth Portfolio                   0.450% of next $500 million
Partners Portfolio                         0.425% of next $2.5 billion
Regency Portfolio                          0.400% in excess of $4 billion
Socially Responsive Portfolio
- ------------------------------------------ -------------------------------------
Fasciano Portfolio                         0.850% of first $500 million
                                           0.825% of next $500 million
                                           0.800% of next $500 million
                                           0.775% of next $500 million
                                           0.750% of next $500 million
                                           0.725% in excess of $2.5 billion
- ------------------------------------------ -------------------------------------
Limited Maturity Bond Portfolio            0.250% of first $500 million
                                           0.225% of next $500 million
                                           0.200% of next $500 million
                                           0.175% of next $500 million
                                           0.150% in excess of $2 billion
- ------------------------------------------ -------------------------------------

                                      E-1



                                                                       EXHIBIT F


                     NAME, ASSET SIZE AND ADVISORY FEES PAID
                     TO NB MANAGEMENT BY OTHER SIMILAR FUNDS


- --------------------------------------------------------------------------------

                          NEUBERGER BERMAN EQUITY FUNDS

- --------------------------------------------------------------------------------
FUND                                               ASSET SIZE    ADVISORY FEES
- -------------------------------------------------  ------------- ---------------
Neuberger Berman Fasciano Fund
- -------------------------------------------------  ------------- ---------------
Neuberger Berman Focus Fund
- -------------------------------------------------  ------------- ---------------
Neuberger Berman Guardian Fund
- -------------------------------------------------  ------------- ---------------
Neuberger Berman Partners Fund
- -------------------------------------------------  ------------- ---------------
Neuberger Berman Real Estate Fund
- -------------------------------------------------  ------------- ---------------
Neuberger Berman Regency Fund
- -------------------------------------------------  ------------- ---------------
Neuberger Berman Socially Responsive Fund
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------

                          NEUBERGER BERMAN INCOME FUNDS

- -------------------------------------------------- ------------- ---------------
FUND                                               ASSET SIZE    ADVISORY FEES
- -------------------------------------------------- ------------- ---------------
Neuberger Berman Limited Maturity Bond Fund
- -------------------------------------------------- ------------- ---------------

                                      F-1



                                                                       EXHIBIT G

                       FORM OF NEW SUB-ADVISORY AGREEMENT

                        NEUBERGER BERMAN MANAGEMENT INC.
                                605 Third Avenue
                          New York, New York 10158-0006


Neuberger Berman, LLC
605 Third Avenue
New York, New York 10158-3698


Dear Sirs:

        We have entered into a Management Agreement with Neuberger Berman
Advisers Management Trust ("Trust") with respect to several of its series
("Series"), as set forth in Schedule A hereto, pursuant to which we are to act
as investment adviser to such Series. 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 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 the 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 Series
          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 to 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 Section 2(a)(4) and 2(a)(42), respectively, of the
          Investment Company Act of 1940, as amended.

      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 Series by the Trustees of the Trust or by vote
of a majority of the outstanding securities of such Series or by the undersigned
on not less than sixty days' written notice addressed to you at your principal

                                      G-1


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
Series listed in Schedule A on the date hereof until September 30, 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 Investment
Company Act of 1940, 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 Series from the terms of this Agreement. With
respect to each Series 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 September
30 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
Investment Company Act of 1940, 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:
                                         ---------------------------------------


                                      The foregoing is hereby
                                      accepted as of the date
                                      first above written.

                                      NEUBERGER BERMAN, LLC



                                      By:
                                         ---------------------------------------


                                       G-2


                                   SCHEDULE A


Balanced Portfolio
Fasciano Portfolio
Focus Portfolio
Growth Portfolio
Guardian Portfolio
Limited Maturity Bond Portfolio
Mid-Cap Growth Portfolio
Partners Portfolio
Regency Portfolio
Socially Responsive Portfolio




Date
    ----------------------

                                      G-3




                                                                    APPENDIX G-1



- ----------------------------------------------- ----------------- ----------------- ------------------
                                                DATE OF           TRUSTEE APPROVAL  SHAREHOLDER
FUND                                            AGREEMENT                           APPROVAL
- ----------------------------------------------- ----------------- ----------------- ------------------
                                                                           
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
- ------------------------------------------------------------------------------------------------------
Balanced Portfolio                                                                  __/__/1993(2)
- ----------------------------------------------- ----------------- ----------------- ------------------
Fasciano Portfolio                                                                  __/__/2001(1)
- ----------------------------------------------- ----------------- ----------------- ------------------
Focus Portfolio                                                                     __/__/1993(2)
- ----------------------------------------------- ----------------- ----------------- ------------------
Growth Portfolio                                                                    __/__/1993(2)
- ----------------------------------------------- ----------------- ----------------- ------------------
Guardian Portfolio                                                                  __/__/1993(2)
- ----------------------------------------------- ----------------- ----------------- ------------------
Limited Maturity Bond Portfolio                 05/01/2000        06/05/2003        __/__/1993(2)
- ----------------------------------------------- ----------------- ----------------- ------------------
Mid-Cap Growth Portfolio                                                            __/__/1993(2)
- ----------------------------------------------- ----------------- ----------------- ------------------
Partners Portfolio                                                                  __/__/1993(2)
- ----------------------------------------------- ----------------- ----------------- ------------------
Regency Portfolio                                                                   __/__/1999(1)
- ----------------------------------------------- ----------------- ----------------- ------------------
Socially Responsive Portfolio                                                       __/__/1994(1)
- ----------------------------------------------- ----------------- ----------------- ------------------


(1) Shareholder approval was obtained prior to the commencement of operations
for the Fund by NB Management, the sole shareholder.
(2) Shareholder approval was obtained in connection with a restructuring of the
Fund complex.

                                      G-4


                                                                       EXHIBIT H

                          FEES PAID TO NEUBERGER BERMAN
     (Pursuant to Sub-Advisory Agreement with respect to the Trust and Fund
                   between NB Management and Neuberger Berman)


- -------------------------------------------------------- -----------------------
FUND                                                     SUB-ADVISORY FEES
- -------------------------------------------------------- -----------------------
Balanced Portfolio                                       12,795
- -------------------------------------------------------- -----------------------
Fasciano Portfolio                                       57
- -------------------------------------------------------- -----------------------
Focus Portfolio                                          34
- -------------------------------------------------------- -----------------------
Growth Portfolio                                         56,900
- -------------------------------------------------------- -----------------------
Guardian Portfolio                                       40,052
- -------------------------------------------------------- -----------------------
Limited Maturity Bond Portfolio                          151,742
- -------------------------------------------------------- -----------------------
Mid-Cap Growth Portfolio                                 99,430
- -------------------------------------------------------- -----------------------
Partners Portfolio                                       151,742
- -------------------------------------------------------- -----------------------
Regency Portfolio                                        6,253
- -------------------------------------------------------- -----------------------
Socially Responsive Portfolio                            912
- -------------------------------------------------------- -----------------------

                                      H-1



                                                                       EXHIBIT I

                     NAME, ASSET SIZE AND ADVISORY FEES PAID
                   TO NEUBERGER BERMAN BY OTHER SIMILAR FUNDS


- --------------------------------------------------------------------------------

                          NEUBERGER BERMAN EQUITY FUNDS

- --------------------------------------------------------------------------------
FUND                                             ASSET SIZE    SUB-ADVISORY FEES
- ------------------------------------------------ ------------- -----------------
Neuberger Berman Fasciano Fund
- ------------------------------------------------ ------------- -----------------
Neuberger Berman Focus Fund
- ------------------------------------------------ ------------- -----------------
Neuberger Berman Guardian Fund
- ------------------------------------------------ ------------- -----------------
Neuberger Berman Partners Fund
- ------------------------------------------------ ------------- -----------------
Neuberger Berman Real Estate Fund
- ------------------------------------------------ ------------- -----------------
Neuberger Berman Regency Fund
- ------------------------------------------------ ------------- -----------------
Neuberger Berman Socially Responsive Fund
- --------------------------------------------------------------------------------


- --------------------------------------------------------------------------------

                          NEUBERGER BERMAN INCOME FUNDS

- ------------------------------------------------- ------------ -----------------
FUND                                              ASSET SIZE   SUB-ADVISORY FEES
- ------------------------------------------------- ------------ -----------------
Neuberger Berman Limited Maturity Bond Fund
- --------------------------------------------------------------------------------

                                      I-1




               CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

      As of July 31, 2003, the following are all of the beneficial and record
owners of more than five percent of each class of each Fund known to the Fund.
Except where indicated with an asterisk, the owners listed are record owners.
These entities hold these shares of record for the accounts of certain of their
clients and have informed the Funds of their policy to maintain the
confidentiality of holdings in their client accounts, unless disclosure is
expressly required by law.

FUND AND CLASS                NAME AND ADDRESS                 PERCENTAGE OF
                                                               CLASS OWNED




                                      J-1



                                                                       EXHIBIT K

                          NUMBER OF SHARES OUTSTANDING
                           FOR EACH CLASS OF EACH FUND
                              AS OF THE RECORD DATE



- --------------------------------------------------------------------------------

                                     NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
- -------------------------------------------- -------------- --------------------
FUND                                         CLASS          SHARES OUTSTANDING
- -------------------------------------------- -------------- --------------------
Balanced Portfolio                           Class I
- -------------------------------------------- -------------- --------------------
Fasciano Portfolio                           Class S
- -------------------------------------------- -------------- --------------------
Focus Portfolio                              Class S
- -------------------------------------------- -------------- --------------------
Growth Portfolio                             Class I
- -------------------------------------------- -------------- --------------------
Guardian Portfolio                           Class I
                                             -------------- --------------------
                                             Class S
- -------------------------------------------- -------------- --------------------
Limited Maturity Bond Portfolio              Class I
- -------------------------------------------- -------------- --------------------
Mid-Cap Growth Portfolio                     Class I
                                             -------------- --------------------
                                             Class S
- -------------------------------------------- -------------- --------------------
Partners Portfolio                           Class I
- -------------------------------------------- -------------- --------------------
Regency Portfolio                            Class I
- -------------------------------------------- -------------- --------------------
Socially Responsive Portfolio                Class I
- -------------------------------------------- -------------- --------------------

                                      K-1



                   NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
             VOTING INSTRUCTIONS FOR SPECIAL MEETING OF SHAREHOLDERS
                          TO BE HELD SEPTEMBER 23, 2003



FUND NAME PRINTS HERE                    THESE VOTING INSTRUCTIONS ARE SOLICITED
INSURANCE COMPANY NAME PRINTS HERE            ON BEHALF OF NEUBERGER BERMAN
                                                 ADVISERS MANAGEMENT TRUST

THE  UNDERSIGNED  HEREBY  INSTRUCTS  THE  ABOVE  REFERENCED   INSURANCE  COMPANY
("COMPANY") TO REPRESENT AND VOTE THE NUMBER OF SHARES IN THE  ABOVE-NAMED  FUND
(THE  "FUND")   REPRESENTED  BY  THE  NUMBER  OF  VOTES   ATTRIBUTABLE   TO  THE
UNDERSIGNED'S  VARIABLE  ANNUITY CONTRACT OR VARIABLE  INSURANCE  CONTRACT AS OF
AUGUST 15, 2003 AT A SPECIAL  MEETING OF  SHAREHOLDERS TO BE HELD AT THE OFFICES
OF NEUBERGER  BERMAN,  LLC, 605 THIRD  AVENUE,  41ST FLOOR,  NEW YORK,  NEW YORK
10158-3698  ON  SEPTEMBER  23,  2003,  AT  11:00  A.M.   EASTERN  TIME  AND  ANY
ADJOURNMENTS THEREOF (EACH A "MEETING").

ALL  PREVIOUS  VOTING  INSTRUCTIONS  WITH  RESPECT TO THE MEETING  ARE  REVOKED.
RECEIPT OF THE NOTICE OF SPECIAL MEETING OF SHAREHOLDERS  AND PROXY STATEMENT IS
ACKNOWLEDGED BY YOUR EXECUTION OF THESE VOTING  INSTRUCTIONS.  MARK,  SIGN, DATE
AND RETURN  THESE VOTING  INSTRUCTIONS  IN THE  ADDRESSED  ENVELOPE - NO POSTAGE
REQUIRED.

VOTES OF  CONTRACT  AND  POLICY  OWNERS  FOR  WHICH NO VOTING  INSTRUCTIONS  ARE
RECEIVED  WILL BE VOTED IN THE SAME  PROPORTION  AS THE  VOTES OF  CONTRACT  AND
POLICY OWNERS FOR WHICH VOTING INSTRUCTIONS ARE RECEIVED.


                                  DATE: _____________________, 2003

                        PLEASE BE SURE TO SIGN AND DATE VOTING INSTRUCTIONS
                    ____________________________________________________________



                    ____________________________________________________________
                    CONTRACT OWNER(S) SIGN HERE             (PLEASE SIGN IN BOX)

                    PLEASE  SIGN  EXACTLY  AS NAME  APPEARS  TO THE  LEFT.  WHEN
                    SIGNING AS ATTORNEY,  EXECUTOR,  ADMINISTRATOR,  TRUSTEE, OR
                    GUARDIAN,  PLEASE GIVE FULL TITLE AS SUCH.  IF SIGNING FOR A
                    CORPORATION,   PLEASE  SIGN  IN  FULL   CORPORATE   NAME  BY
                    AUTHORIZED   PERSON.  IF  A  PARTNERSHIP,   PLEASE  SIGN  IN
                    PARTNERSHIP NAME BY AUTHORIZED PERSON.

                                                                            NBVI



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





    PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE OR NUMBER 2 PENCIL.  [X]
    PLEASE DO NOT USE FINE POINT PENS.




                                                         FOR   AGAINST   ABSTAIN

1.  TO APPROVE A NEW MANAGEMENT  AGREEMENT BETWEEN       [ ]     [ ]       [ ]
    THE   TRUST,  ON   BEHALF OF  EACH  FUND,  AND
    NEUBERGER BERMAN  MANAGEMENT  INC., TO  BECOME
    EFFECTIVE   UPON COMPLETION OF THE TRANSACTION.

2.  TO APPROVE A NEW SUB-ADVISORY AGREEMENT,  WITH       [ ]     [ ]       [ ]
    RESPECT  TO THE  TRUST AND EACH FUND,  BETWEEN
    NEUBERER BERMAN MANAGEMENT INC.  AND NEUBERGER
    BERMAN, LLC,  TO BECOME EFFECTIVE UPON COMPLE-
    TION OF THE TRANSACTION.







        THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED
                              ON THE REVERSE SIDE.


                                                                   NBVI