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
605 Third Avenue, 2d Floor
New York, NY 10158-0006
2. Name of each series or class of funds for which this notice is filed:
Neuberger & Berman Cash Reserves
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
Neuberger & Berman Government Income 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, 1996
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
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
None
<PAGE>
9. Number and aggregate sale price of securities sold during the fiscal
year:
1,843,457,567 $1,949,740,701
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
1,843,457,567 $1,949,740,701
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):
41,834,545 $60,055,400
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):
$1,949,740,701
--------------
(ii) Aggregate price of shares issued in
connection with dividend reinvestment plans
(from Item 11, if applicable):
+60,055,400
--------------
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if
applicable):
-1,999,445,228
--------------
(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):
$10,350,873
--------------
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable
law or regulation (see Instruction C.6):
X 1/3300
===============
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]:
$3,136.63
================
<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: December 26, 1996
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: December 27, 1996
*Please print the name and title of the signing officer below the signature
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036
December 27, 1996
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,
1996: 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, 1996, 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. 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.
<PAGE>
Neuberger & Berman Income Funds
December 27, 1996
Page 2
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 is in effect; and
(iii) the Trust itself is 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
