<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form.
Please print or type.
1. Name and address of issuer:
Neuberger & Berman Income Funds
2. Name of each series or class of funds for which this notice is
filed:
Neuberger & Berman Cash Reserves
Neuberger & Berman Government Income Fund
Neuberger & Berman Government Money Fund
Neuberger & Berman Limited Maturity Bond Fund
Neuberger & Berman Municipal Money Fund
Neuberger & Berman Municipal Securities Trust
Neuberger & Berman New York Insured Intermediate Fund
Neuberger & Berman Ultra Short Bond Fund
3. Investment Company Act File Number: 811-3802
Securities Act File Number: 2-85229
4. Last day of fiscal year for which this notice is filed:
October 31, 1995
5. Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting
securities sold after the close of the fiscal year but before
termination of the issuer's 24f-2 declaration:
NA
6. Date of termination of issuer's declaration under rule 24f-
2(a)(1), if applicable (see instruction A.6):
NA
7. Number and amount of securities of the same class or series which
had been registered under the Securities Act of 1933 other than
pursuant to rule 24f-2 in a prior fiscal year, but which remained
unsold at the beginning of the fiscal year:
None
<PAGE>
8. Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
None
9. Number and aggregate sale price of securities sold during the
fiscal year:
1,502,144,484 $1,659,863,921
10. Number and aggregate sale price of securities sold during the
fiscal year in reliance upon registration pursuant to rule 24f-2:
1,502,144,484 $1,659,863,921
11. Number and aggregate sale price of securities issued during the
fiscal year in connection with dividend reinvestment plans, if
applicable (see instruction B.7):
39,381,804 $58,798,167
12. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year in
reliance on rule 24f-2 (from Item 10): $1,659,863,921
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from Item 11, if applicable): + 58,798,167
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable): -1,574,394,034
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as
a reduction to filing fees pursuant to
rule 24e-2 (if applicable): + -0-
(v) Net aggregate price of securities sold
and issued during the fiscal year in
reliance on rule 24f-2 [line (i),
plus line (ii), less line (iii),
plus line (iv)] if applicable: 144,268,054
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
Instruction C.6): x .0002
(vii) Fee due (line (i) or line (v) multiplied
by line (vi)]: $28,853.61
<PAGE>
Instruction: Issuers should complete lines (ii), (iii), (iv), and (v)
only if the form is being filed within 60 days after the
close of the issuer's fiscal year. See Instruction C.3.
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules
of Informal and Other Procedures (17 CFR 202.3a).
[X]
Date of Mailing or wire transfer of filing fees to the
Commission's lockbox depository: November 15, 1995
SIGNATURES
This report has been signed below by the following persons on
behalf of the issuer and in the capacities and on the dates
indicated.
By (Signature and Title)* /s/ Michael J. Weiner
----------------------------
Michael J. Weiner
Vice President
Date: November 15, 1995
*Please print the name and title of the signing officer below the
signature.
<PAGE>
<PAGE>
KIRKPATRICK & LOCKHART LLP
1800 M Street, N.W.
Washington, D.C. 20036
(202) 778-9000
November 15, 1995
Neuberger & Berman Income Funds
605 Third Avenue, Second Floor
New York, New York 10158
Ladies and Gentlemen:
Neuberger & Berman Income Funds ("Trust") is a business trust
organized under the laws of the State of Delaware and governed by a Trust
Instrument dated December 23, 1992. We understand that the Trust is about
to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended ("1940 Act"), for the purpose of making
definite the number of shares of beneficial interest, par value $0.001 per
share ("Shares"), of the following series of the Trust, which it has
registered under the Securities Act of 1933, as amended ("1933 Act"), and
sold during the fiscal period ended October 31, 1995: Neuberger & Berman
Government Money Fund, Neuberger & Berman Cash Reserves, Neuberger &
Berman Ultra Short Bond Fund, Neuberger & Berman Limited Maturity Bond
Fund, Neuberger & Berman Government Income Fund, Neuberger & Berman
Municipal Money Fund, Neuberger & Berman Municipal Securities Trust, and
Neuberger & Berman New York Insured Intermediate Fund.
As legal counsel to the Trust, we have participated in various
matters of Trust operations and other matters relating to the Trust. We
have examined copies of the Trust Instrument and the Trust's By-Laws, as
now in effect, and the minutes of meetings of the trustees of the Trust,
and we are generally familiar with its affairs. For certain matters of
fact, we have relied upon representations of officers of the Trust. Based
on the foregoing, it is our opinion that the Shares sold during the fiscal
year ended October 31, 1995, the registration of which will be made
definite by the filing of a Rule 24f-2 Notice, were legally issued and are
fully paid and non-assessable.
The Trust is a business trust established pursuant to the
Delaware Business Trust Act ("Delaware Act"). The Delaware Act provides
that a shareholder of the Trust is entitled to the same limitation of
personal liability extended to shareholders of for-profit corporations.
<PAGE>
Neuberger & Berman Income Funds
November 15, 1995
Page 2
To the extent that the Trust or any of its shareholders becomes subject to
the jurisdiction of courts in states which do not have statutory or other
authority limiting the liability of business trust shareholders, such
courts might not apply the Delaware Act and could subject Trust
shareholders to liability.
To guard against this risk, the Trust Instrument: (i) requires
that every written obligation of the Trust contain a statement that such
obligation may be enforced only against the assets of the Trust, but also
states that the omission of such a disclaimer will not operate to create
personal liability for any shareholder; and (ii) provides for
indemnification out of Trust property of any shareholder held personally
liable, solely by reason of being a shareholder, for the obligations of
the Trust. Thus, the risk of a Trust shareholder incurring financial loss
beyond his or her investment solely by reason of being a shareholder is
limited to circumstances in which: (i) a court refuses to apply Delaware
law; (ii) no contractual limitation of liability was in effect; and (iii)
the Trust itself would be unable to meet its obligations.
We express no opinion as to compliance with the 1933 Act, the
1940 Act, or applicable state securities laws in connection with the sales
of Shares.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission. We also consent to the reference to our firm under the
caption "Legal Counsel" in the Statement of Additional Information of each
of the above-named series.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By: /s/Arthur C. Delibert
-----------------------
Arthur C. Delibert
<PAGE>
