Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW
Second Floor
Washington, DC 20036-1800
202.778.9000
www.kl.com
June 23, 2000
Neuberger Berman Income Funds
605 Third Avenue, Second Floor
New York, New York 10158-0180
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. The Trust is currently a "feeder fund" in a master/feeder
fund structure, and each of its series (each a "Fund") invests in a
corresponding portfolio of Income Managers Trust. You have requested our opinion
regarding certain matters in connection with the Trust's issuance of shares of
beneficial interest, par value $0.001 per share ("Shares"), pursuant to a Plan
of Reorganization ("Plan") between the Trust and the other feeder fund that
invests in Income Managers Trust. In connection with the Plan, the Trust is
about to file a Registration Statement on Form N-14 to register under the
Securities Act of 1933, as amended, a new class of Shares to be issued pursuant
to the Plan.
Pursuant to the Plan, and assuming shareholder approval, each other
feeder fund that invests in Income Managers Trust will transfer its assets to a
corresponding Fund, in exchange for Shares of a class of that Fund identical in
number and value to the outstanding shares of the transferring feeder fund, and
in exchange for that Fund agreeing to accept the liabilities of the transferring
fund. The transferring feeder fund will then distribute those Shares to its
shareholders and dissolve.
As counsel to the Trust, we have participated in various business and
other proceedings relating to the Trust. We have examined copies, either
certified or otherwise proved to be genuine, of the Trust Instrument and the
By-laws of the Trust, the minutes of meetings of its board of trustees and other
documents relating to its organization and operation, and we are generally
familiar with its business affairs. Based upon the foregoing, it is our opinion
that the Shares of the Funds that are currently being registered may be legally
and validly issued from time to time in accordance with the Trust's Trust
Instrument and By-laws and subject to compliance with the Securities Act of
1933, the Investment Company Act of 1940 and applicable state laws regulating
the offer and sale of securities; and when so issued, the Shares will be legally
issued, fully paid and non-assessable by the Trust.
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Neuberger Berman Income Funds
June 23, 2000
Page 2
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.
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; however, 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 because of shareholder liability 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 Securities Act of 1933,
the Investment Company Act of 1940, or applicable state securities laws in
connection with the sale of Shares.
We hereby consent to the filing of this opinion in connection with the
Trust's Registration Statement on Form N-14 (File Nos. 2-85229 and 811-3802) to
be filed with the Securities and Exchange Commission. We also consent to the
reference to our firm in the Statement of Additional Information filed as part
of the Registration Statement.
Sincerely,
/S/ KIRKPATRICK & LOCKHART LLP
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KIRKPATRICK & LOCKHART LLP
