As filed with the Securities and Exchange Commission on
October 7, 1994
Securities Act File No. 33-55034
Investment Company Act File No. 811-7364
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. ____ /_/
Post-Effective Amendment No. 8 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 13 /X/
Lehman Brothers Institutional Funds Group Trust
(Exact Name of Registrant as Specified in Charter)
One Exchange Place
Boston, Massachusetts 02109
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (617) 248-3490
Patricia L. Bickimer, Esq.
The Shareholder Services Group, Inc.
One Exchange Place
Boston, Massachusetts 02109
(Name and Address of Agent for Service)
Copies to:
Burton M. Leibert, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
It is proposed that this filing will become effective
(check appropriate box):
X immediately upon filing pursuant to paragraph (b), or
_____on_________pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a), or
_____on_________pursuant to paragraph (a) of Rule 485
The Registrant has previously filed a declaration of indefinite
registration of its shares pursuant to Rule 24f-2 under the Investment
Company Act of 1940, as amended. Registrant's Rule 24f-2 Notice for the
fiscal year ended January 31, 1994 was filed on March 29, 1994
Page 1 of____Pages
LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST
FORM N-1A
CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
Part A
Item No. Prospectus Heading
1. Cover Page Cover Page
2. Synopsis Background and Expense
Information; Yields
3. Condensed Financial
Information............................... Financial
Highlights
4. General Description of
Registrant Cover Page; Investment
Objective and Policies;
Description of Shares
5. Management of the Fund Management of the Fund;
Dividends
6. Capital Stock and Other
Securities Cover Page; Dividends;
Taxes; Description of
Shares
7. Purchase of Securities Purchase and Redemption
of Shares; Management
of the Fund
8. Redemption or Repurchase Purchase and Redemption
of Shares
9. Legal Proceedings Not Applicable
Part B Heading in Statement
Item No. of Additional Information
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and
History The Trust; Management of
the Fund;
13. Investment Objectives and
Policies Investment Objective and
Policies
14. Management of the Fund Management of the Fund
15. Control Persons and Principal
Holders of Securities Management of the Fund
16. Investment Advisory and
Other Services Management of the Fund
17. Brokerage Allocation Investment Objective and
Policies
18. Capital Stock and Other Additional Description
Securities Concerning Shares;
Dividends
19. Purchase, Redemption and Additional Purchase and
Pricing of Securities Redemption Information
Being Offered
20. Tax Status Additional Information
Concerning Taxes
21. Underwriters Management of the Funds
22. Calculation of Performance Additional Yield
Information
23. Financial Statements Financial Statements
Lehman Brothers Institutional Funds Group Trust
The purpose of this filing is to file the Exhibits relating to the Short
Duration Municipal Fund (the "Fund") referenced in Post-Effective
Amendment No. 6 (effective October 7, 1994). The Prospectuses (dated
October 7, 1994) and Statement of Additional Information (dated October
7, 1994) for the Fund are incorporated herein by reference to Post-
Effective Amendment No. 6 (effective October 7, 1994). The Prospectuses
(dated February 21, 1994) and the Statement of Additional Information
(dated February 21, 1994) for the Floating Rate U.S. Government Fund and
the Short Duration U.S. Government Fund are incorporated herein by
reference to the Registrant's filing of definitive copies of the
Prospectuses and Statement of Additional Information pursuant to Rule
497(c). The Prospectuses and Statements of Additional Information dated
May 31, 1994 for the Prime Money Market Fund, Prime Value Money Market
Fund, Government Obligations Money Market Fund, Cash Management Fund,
Treasury Instruments Money Market Fund II, 100% Treasury-Instruments
Money Market Fund, Municipal Money Market Fund, Tax-Free Money Market
Fund, New York Municipal Money Market Fund and California Municipal
Money Market Fund are incorporated herein by reference to the Annual
Update filed as Post-Effective Amendment No. 5 (effective May 31, 1994).
Prospectuses and Statements of Additional Information for all of the
Funds are not included in this filing.
LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST
FORM N-1A
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
(1) Included in Part A:
None
(2) Included in Part B:
Financial Statements for the period ended July 31, 1994 for the
Prime Money Market Fund, Prime Value Money Market Fund, Government
Obligations Money Market Fund, Cash Management Fund, Treasury
Instruments Money Market Fund, 100% Treasury Instruments Money Market
Fund, Tax-Free Money Market Fund, Municipal Money Market Fund,
California Municipal Money Market Fund, Floating Rate U.S. Government
Fund and Short Duration U.S. Government Fund are incorporated in Part
B by reference to the Semi-Annual Report dated July 31, 1994.
Financial Statements for the fiscal year ended January 31, 1994
for the Prime Money Market Fund, Prime Value Money Market Fund,
Government Obligations Money Market Fund, Cash Management Fund,
Treasury Instruments Money Market Fund, Treasury Instruments Money
Market Fund II, 100% Treasury Instruments Money Market Fund, Tax-Free
Money Market Fund, Municipal Money Market Fund and California
Municipal Money Market Fund are incorporated in Part B by reference to
the Annual Report dated January 31, 1994.
(b) Exhibits:
(1) (a) Declaration of Trust of Registrant dated November 16, 1992
is incorporated herein by reference to Exhibit (1) to the Registrant's
Initial Registration Statement on Form N-1A filed with Securities and
Exchange Commission on December 28, 1992.
(b) Amendment No. 1 to Declaration of Trust of Registrant is
incorporated herein by reference to Exhibit (1)(b) to Pre-Effective
Amendment No. 3 to the Registrant's Registration Statement on Form N-
1A filed with the Commission on January 19, 1993.
(c) Designation and Establishment of Series is incorporated
herein by reference to Exhibit (1)(c) to Pre-Effective Amendment No. 5
to the Registrant's Registration Statement on Form N-1A filed with the
Commission on February 5, 1993.
(d) Form of Certificate pertaining to Classification of Shares
dated February 18, 1994 is incorporated herein by reference to Exhibit
(1)(d) to Post-Effective Amendment No. 4 to the Registrant's
Registration Statement on Form N-1A filed with the Commission on
February 18, 1994.
(e) Form of Certificate pertaining to Classification of Shares
with respect to the Short Duration Municipal Fund is filed herein.
(2) (a) By-Laws of Registrant dated November 16, 1992 are
incorporated herein by reference to Exhibit (2) to
the Registrant's Initial Registration
Statement on Form N-1A filed with the
Securities and Exchange Commission on December
28, 1992.
(b) Amended By-Laws of Registrant are incorporated herein by
reference to Exhibit (2)(b) to Pre- Effective Amendment No. 3 to the
Registrant's Registration Statement on Form N-1A filed with the
Commission on January 19, 1993.
(c) Amended and Restated By-Laws of Registrant are
incorporated herein by reference to Exhibit (2)(c) to Pre-
Effective Amendment No. 5 to the Registrant's Registration
Statement on Form N-1A filed with the Commission on February 5, 1993.
(3) Not Applicable
(4) Specimen Share Certificate is incorporated herein by
reference to Exhibit (4) to Pre- Effective Amendment No. 5 to the
Registrant's Registration Statement on Form N-1A filed with the
Commission on February 5, 1993.
(5) (a) Investment Advisory Agreement between Registrant and
Lehman Brothers Global Asset Management Inc. ("LBGAM"), relating to
each investment portfolio (collectively, the "Funds") of
Registrant is incorporated herein by reference to Exhibit
(5)(a) to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A filed with
the Commission on June 21, 1993.
(b) Investment Advisory Agreement between Registrant and
Lehman Brothers Global Asset Management Inc. ("LBGAM"),
relating to the Floating Rate U.S. Government Fund is incorporated
herein by reference to Exhibit (5)(b) to Post-Effective Amendment
No. 4 to the Registrant's Registration Statement on Form N-1A
filed with the Commission on February 18, 1994.
(c) Investment Advisory Agreement between Registrant and
Lehman Brothers Global Asset Management Inc. ("LBGAM"),
relating to the Short Duration U.S. Government Fund is
incorporated herein by reference to Exhibit (5)(c) to Post-
Effective Amendment No. 4 to the Registrant's Registration
Statement on Form N-1A filed with the Commission on February 18,
1994.
(d) Investment Advisory Agreement between Registrant and Lehman
Brothers Global Asset Management Inc. relating to the Short Duration
Municipal Fund is filed herein.
(6) (a) Distribution Agreement between Registrant and Lehman
Brothers, a division of Shearson Lehman Brothers Inc. is
incorporated herein by reference to Exhibit (6)(a) to Post-
Effective Amendment No. 1 to the Registrant's Registration Statement
on Form N-1A filed with the Commission on June 21, 1993.
(b) Distribution Agreement between Registrant and Funds
Distributor Inc. is incorporated herein by reference to Exhibit
(6)(b) to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A filed with the Commission
on June 21, 1993.
(7) Not Applicable.
(8) (a) Custody Agreement between Registrant and Boston Safe
Deposit and Trust Company is incorporated herein by reference to
Exhibit (8) to Post- Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A filed with the Commission
on June 21, 1993.
(b) Form of Amendment No. 1 to the Custody Agreement dated November
10, 1993 between Registrant and Boston Safe Deposit and Trust Company
is incorporated herein by reference to Exhibit 8(b) of Post-Effective
Amendment No. 6 to the Registrant's Registration Statement on Form N-
1A filed with the Commission on August 8, 1994.
(c) Form of Amendment No. 2 to the Custody Agreement dated January
27, 1994 between Registrant and Boston Safe Deposit and Trust Company
is incorporated herein by reference to Exhibit 8(c) of Post-Effective
Amendment No. 6 to the Registrant's Registration Statement on Form N-
1A filed with the Commission on August 8, 1994.
(9)(a) Administration Agreement between Registrant and The Boston
Company Advisors, Inc. is incorporated herein by reference to Exhibit
(9)(a) to Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form N-1A filed with the Commission on June
21, 1993.
(b) Assignment of Administration Agreement dated April 21, 1994
between Registrant and The Boston Company Advisors, Inc. to The
Shareholder Services Group, Inc. is incorporated by reference to
Exhibit 9(b) to Post-Effective Amendment No. 5 to the Registrant
Registration Statement on Form N-1A filed with the Commission on June
1,1994.
(c) Form of Transfer Agency Agreement and Registrar Agreement dated
February 1, 1993 between Registrant and The Shareholder Services
Group, Inc. is incorporated herein by reference to Exhibit (9)(c) to
Pre-Effective Amendment No. 5 to the Registrant's Registration
Statement on Form N-1A filed with the Commission on February 5, 1993.
(d) Form of Amendment No. 1 to the Transfer Agency Agreement dated
November 10, 1993 between Registrant and The Shareholder Services
Group, Inc. is incorporated herein by reference to Exhibit 9(d) of
Post-Effective Amendment No. 6 to the Registrant's Registration
Statement on Form N-1A filed with the Commission on August 8, 1994.
(e) Form of Amendment No. 2 to the Transfer Agency Agreement dated
January 27, 1994 between the Registrant and The Shareholder Services
Group, Inc. is incorporated herein by reference to Exhibit 9(e) of
Post-Effective Amendment No. 6 to the Registrant's Registration
Statement on Form N-1A filed with the Commission on August 8, 1994.
(10)(a) Opinion and Consent of Counsel is incorporated herein by
reference to Exhibit (10) (a) to Pre-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form N-1A filed with the
Commission on February 5, 1993.
(b) Opinion and Consent of Massachusetts Counsel with respect to
the Short Duration Municipal Fund is filed herein.
(11)(a) Consent of Independent Accountants with respect to the
Short Duration Municipal Fund is incorporated herein by reference to
Exhibit (11) (b) to Post-Effective Amendment No. 5 to the Registrant's
Registration Statement on Form N-1A filed with the Commission on May
31, 1994.
(b) Power of Attorney is incorporated herein by reference to
Exhibit (11) (b) to Post-Effective Amendment No. 7 to the Registrant's
Registration Statement on Form N-1A filed with the Commission on
September 27, 1994.
(c) Consent of Counsel with respect to the Short Duration Municipal
Fund is filed herein.
(12) Not Applicable.
(13)(a) Purchase Agreement between Registrant and Shearson Lehman
Brothers Inc. is incorporated herein by reference to Exhibit (13) to
Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-1A filed with the Commission on June 21, 1993.
(b) Purchase Agreement dated March 2, 1994 between Registrant and
Lehman Brothers Inc., relating to the Floating Rate U.S. Government
Fund is incorporated by reference to exhibit 13(b) to Post-Effective
Amendment No. 5 to the Registrant's Registration Statement on Form N-
1A filed with the Commission on June 1, 1994.
(c) Purchase Agreement dated March 2, 1994 between Registrant and
Lehman Brothers, Inc., relating to the Short Duration U.S. Government
Fund is incorporated by reference to exhibit 13(c) to Post-Effective
Amendment No. 5 to the Registrant's Registration Statement on Form N-
1A filed with the Commission on June 1, 1994.
(d) Purchase Agreement dated October 7, 1994 between
Registrant and Lehman Brothers, Inc. relating to the Short
Duration Municipal Fund is filed herein.
(14) Not Applicable.
(15) (a) Form of Shareholder Services Plan pursuant to Rule 12b-
1 is incorporated herein by reference to Exhibit (15)(a) to
Pre-Effective Amendment No. 5 to the Registrant's Registration
Statement on Form N-1A filed with the Commission on February 5, 1993.
(b) Form of Shareholder Services Plan pursuant to Rule 12b-
1 for Class D Shares is incorporated herein by reference to
Exhibit (15)(b) to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A filed with the
Commission on June 21, 1993.
(c) Form of Shareholder Servicing Agreement for Class B
Shares is incorporated herein by reference to Exhibit
(15)(b) to Pre-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form N-1A filed with
the Commission on February 5, 1993.
(d) Form of Shareholder Servicing Agreement for Class C
Shares is incorporated herein by reference to Exhibit
(15)(c) to Pre-Effective Amendment No. 5 to the
Registrant's Registration Statement on Form N-1A filed with
the Commission on February 5, 1993.
(e) Form of Shareholder Servicing Agreement for Class D
Shares is incorporated herein by reference to Exhibit
(15)(e) to Post-Effective Amendment No. 1 to the
Registrant's Registration Statement on Form N-1A filed with
the Commission on June 21, 1993.
(f) Form of Plan of Distribution for Premier Shares,
Select Shares and Retail Shares for the Floating Rate U.S.
Government Fund is incorporated herein by reference to Exhibit
(15)(f) to Post-Effective Amendment No. to the Registrant's
Registration Statement on Form N-1A filed with the Commission on
December 21, 1993.*
(g) Form of Plan of Distribution for Premier Shares, Select Shares
and Retail Shares for the Short Duration U.S. Government Fund is
incorporated herein by reference to Exhibit (15)(g) to Post-Effective
Amendment No. 3 to the Registrant's Registration Statement on Form N-
1A filed with the Commission on December 21, 1993.*
(h) Form of Shareholder Servicing Agreement for Select Shares of the
non-money market portfolios is incorporated herein by reference to
Exhibit (15)(h) to Post-Effective Amendment No. 4 to the Registrant's
Registration Statement on Form N-1A filed with the Commission on
February 18, 1994.*
(i) Form of Plan of Distribution for Premier, Select and Retail
Shares for the Short Duration Municipal Fund is incorporated herein by
reference to Exhibit (15) (i) to Post-Effective Amendment No. 7 to the
Registrant's Registration Statement on Form N-1A filed with the
Commission on September 27, 1994.
(j) Form of Plan of Distribution for Retail Shares for the Short
Duration U.S. Government Fund is incorporated herein by reference to
Exhibit (15) (j) to Post-Effective Amendment No. 7 to the Registrant's
Registration Statement on Form N-1A filed with the Commission on
September 27, 1994.
*As of March 1994, Class A Shares are referred to as "Premier
Shares" and Class B Shares are referred to as "Select Shares"
with respect to the Short Duration U.S. Government Fund and the
Floating Rate U.S. Government Fund
(16) (a) Not Applicable.
Item 25. Persons Controlled by or under Common Control with
Registrant
Registrant is controlled by its Board of Trustees.
Item 26. Number of Holders of Securities
The following information is as of September 19, 1994:
Title
of
Class
Numbe
r of
Recor
d
Holde
rs
(Clas
s A
Share
s
Numbe
r of
Recor
d
Holde
rs
(Clas
s B
Share
s)
Numbe
r of
Recor
d
Holde
rs
(Clas
s C
Share
s)
Numbe
r of
Recor
d
Holde
rs
(Clas
s E
Share
s)
Prime
Money
Market
Fund
255
8
2
1
Prime
Value
Money
Market
Fund
134
3
1
1
Governm
ent
Obligat
ions
Money
Market
Fund
18
3
1
1
Cash
Managem
ent
Fund
4
1
1
1
Treasur
y
Instrum
ents
Money
Market
Fund II
26
11
1
1
100%
Treasur
y
Instrum
ents
Money
Market
Fund
13
1
1
1
Tax-
Free
Money
Market
Fund
13
1
1
1
Municip
al
Money
Market
Fund
33
1
1
1
Califor
nia
Municip
al
Money
Market
Fund
5
1
1
1
Premier
Shares
Select
Shares
Floating
Rate U.S.
Government
Fund
3
1
Short
Duration
U.S.
Government
Fund
3
2
Item 27. Indemnification
Under Section 4.3 of Registrant's Declaration of Trust, as
amended, any past or present Trustee or officer of Registrant
(including persons who serve at Registrant's request as directors,
officers or trustees of another organization in which Registrant has
any interest as a shareholder, creditor or otherwise [hereinafter
referred to as a "Covered Person"]) is indemnified to the fullest
extent permitted by law against liability and all expenses reasonably
incurred by him in connection with any action, suit or proceeding to
which he may be a party or otherwise involved by reason of his being
or having been a Covered Person. This provision does not authorize
indemnification when it is determined, in the manner specified in the
Declaration of Trust, that such Covered Person has not acted in good
faith in the reasonable belief that his actions were in or not opposed
to the best interests of Registrant. Moreover, this provision does
not authorize indemnification when it is determined, in the manner
specified in the Declaration of Trust, that such Covered Person would
otherwise be liable to Registrant or its shareholders by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard
of his duties. Expenses may be paid to Registrant in advance of the
final disposition of any action, suit or proceedings upon receipt of
an undertaking by such Covered Person to repay such expenses to
Registrant in the event that it is ultimately determined that
indemnification of such expenses is not authorized under the
Declaration of Trust and the Covered Person either provides security
for such undertaking or insures Registrant against losses from such
advances or the disinterested Trustees or independent legal counsel
determines, in the manner specified in the Declaration of Trust, that
there is reason to believe the Covered Person will be found to be
entitled to indemnification.
Insofar as indemnification for liability arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to Trustees, officers and controlling persons of Registrant
pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by Registrant of expenses incurred or paid by a Trustee,
officer or controlling person of Registrant in the successful defense
of any action, suit or proceeding) is asserted by such Trustee,
officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
(a) Investment Adviser
Lehman Brothers Global Asset Management Inc. ("LBGAM"), which
serves as investment adviser to the Registrant's portfolios, is a
wholly owned subsidiary of Lehman Brothers Holdings Inc. ("Holdings").
All of the issued and outstanding common stock of Holdings
(representing 92% of the voting stock) is held by American Express
Company. LBGAM is an investment adviser registered under the
Investment Advisers Act of 1940 (the "Advisers Act") and serves as
investment counsel for individuals with substantial capital,
executors, trustees and institutions. It also serves as investment
adviser, sub-investment adviser, administrator or sub-administrator to
numerous investment companies.
The list required by this Item 28 of officers and directors of
LBGAM, together with information as to any other business profession,
vocation or employment of a substantial nature engaged in by such
officers and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV filed by LBGAM pursuant to
the Advisers Act (SEC File No. 801-42006).
Item 29. Principal Underwriters
(a) Lehman Brothers, acts as distributor for the shares of
Registrant's portfolios. Lehman Brothers currently acts as
distributor for Lehman Brothers Funds, Inc., The USA High Yield Fund
N.V., The Latin American Bond Fund N.V., Mexican Short-Term Investment
Portfolio N.V., Garzarelli Sector Analysis Portfolio N.V., The Mexican
Appreciation Fund N.V., The Mexico Premium Income Portfolio N.V.,
Offshore Portfolios, International Currency Portfolios, Lehman
Brothers Series I Mortgage-Related Securities Portfolio N.V., TBC
Enhanced Tactical Asset Allocation Portfolio N.V., U.S. Tactical Asset
Allocation Portfolio N.V., Short-Term World Income Portfolio (Cayman),
TBC Portfolio of Fixed-Income Securities, U.S. Tactical Asset
Allocation Portfolio (Cayman), Offshore Daily Dividend Fund N.V. and
the Global Advisors Portfolio N.V. and various series of unit
investment trusts.
(b) Lehman Brothers is a wholly-owned subsidiary of Lehman
Brothers Holdings Inc. The information required by this Item 29 with
respect to each director, officer and partner of Lehman Brothers is
incorporated by reference to Schedule A of Form BD filed by Lehman
Brothers pursuant to the Securities Exchange Act of 1934 (SEC File No.
8-12324).
(c) Not Applicable.
Item 30. Location of Accounts and Records
(1) Lehman Brothers Institutional Funds Group Trust
260 Franklin Street
Boston, Massachusetts 02110
(2) Lehman Brothers Global Asset Management Inc.
American Express Tower
World Financial Center
New York, New York 10285
(3) The Shareholder Services Group, Inc.
One Exchange Place
Boston, Massachusetts 02109
(4) Boston Safe Deposit and Trust Company
One Boston Place
Boston, Massachusetts 02108
Item 31. Management Services
Not Applicable
Item 32. Undertakings
Registrant hereby undertakes as follows:
(1) Registrant hereby undertakes to call a meeting of its
shareholders for the purpose of voting upon the question of removal of
a trustee or trustees of Registrant when requested in writing to do so
by the holders of at least 10% of Registrant's outstanding shares.
Registrant undertakes further, in connection with the meeting, to
comply with the provisions of Section 16(c) of the Investment Company
Act of 1940, as amended, relating to communications with the
shareholders of certain common-law trusts.
(2) Registrant hereby undertakes to file a Post-Effective
Amendment, using financial statements which may not be certified, for
the Short Duration Municipal Fund within four to six months from the
effective date of Post-Effective Amendment No. 6.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended,
Registrant certifies that this Post-Effective Amendment No. 8 to the
Registration Statement meets the requirements for effectiveness
pursuant to Rule 485(b) of the Securities Act of 1933, as amended, and
the Registrant has duly caused this Post-Effective Amendment No. 8 to
the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts on the 6th day of October, 1994.
LEHMAN BROTHERS
INSTITUTIONAL
FUNDS GROUP TRUST
By: /s/ Peter Meenan
Peter Meenan
President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 8 to the Registration Statement of
Lehman Brothers Institutional Funds Group Trust has been signed below
by the following persons in the capacities and on the dates
indicated.
Signature
Title
Date
*
Clinton J.
Kendrick
Chairman of
the Board and
Trustee
October 6,
1994
*
Trustee
October 6,
1994
Charles F.
Barber
*
Trustee
October 6,
1994
Burt N. Dorsett
*
Trustee
October 6,
1994
Edward J. Kaier
*
Trustee
October 6,
1994
S. Donald Wiley
*
Michael C.
Kardok
Treasurer
(Chief
Financial and
Accounting
Officer)
October 6,
1994
*By: /s/ Peter Meenan
Peter Meenan
Attorney-In-Fact
Exhibit (b)(1)(e)
LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST
(A Massachusetts Business Trust)
CERTIFICATE OF CLASSIFICATION OF SHARES
I, Patricia L. Bickimer, do hereby certify as follows:
(1) That I am the duly elected Secretary of
Lehman Brothers Institutional Funds Group Trust (the
"Trust");
(2) That in such capacity I have examined the
records of actions taken by the Board of Trustees of the
Trust at the regular meetings of the Board held on January
27, 1994 and August 3, 1994;
(3) That the following resolutions were duly adopted at
the meetings by the Board of Trustees of the Trust;
a. Creation of Short Duration Municipal Fund (the
"New Portfolio")
VOTED, that pursuant to Section 5.11 of the Trust's
Declaration of Trust, an unlimited number of authorized,
unissued and unclassified shares of beneficial interest in
the Trust be, and hereby are, classified and designated as
Premier Shares and Select Shares, representing interests in
the New Portfolio of the Trust; and further
VOTED, that each share of beneficial interest in the
Trust created pursuant to the foregoing resolutions shall
have all of the preferences, conversions and other rights,
voting powers, restrictions, limitations, qualifications
and terms and conditions of redemption that are set forth
in the Trust's Declaration of Trust with respect to its
shares of beneficial interest; and further
b. Creation of Additional Class of Shares
VOTED, that pursuant to Section 5.11 of the Trust's
Declaration of Trust, the Trust amends its existing
multiple class distribution structure to establish and
designate an additional class of shares ("Retail Shares")
to Short Duration Municipal Fund of the Trust, and that an
unlimited number of authorized and unissued shares of
beneficial interest be, and hereby are, allocated as Retail
Shares of such Fund; and further
VOTED, that each share of beneficial interest in the
Trust created pursuant to the foregoing resolutions shall
have all of the preferences, conversions and other rights,
voting powers, restrictions, limitations, qualifications
and terms and conditions of redemption that are set forth
in the Trust's Declaration of Trust with respect to its
shares of beneficial interest; and further
c. Authorization of Documents and Other Acts
VOTED, that the Officers of the Trust be, and each of
them hereby is, authorized and empowered to execute, send
and deliver any and all documents, instruments, papers and
writings, including but not limited to any instrument to be
filed with the State Secretary of the Commonwealth of
Massachusetts and the Boston City Clerk, and to do any and
all other acts, in the name of the Trust and on its behalf,
as may be necessary or desirable in connection with or in
furtherance of the foregoing resolutions.
(4) That the foregoing resolutions remain in full force
and effect on the date thereof.
______________________________
Secretary
Date: _____________, 1994
Commonwealth of Massachusetts )
)
County of Suffolk )
Subscribed and sworn to
before me this ______ day
of _____________, 1994.
___________________
Notary Public
My Commission Expires:
Exhibit 11 (c)
CONSENT OF COUNSEL
We hereby consent to the use of our name and to the
reference to our Firm under the caption "Counsel" in the
Statement of Additional Information that is included in
Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A under the Securities Act of 1933, as
amended, of Lehman Brothers Institutional Funds Group
Trust.
/s/ Willkie, Farr,
& Gallagher
Willkie, Farr, &
Gallagher
New York, NY
October 6, 199
Exhibit 11 (c)
CONSENT OF COUNSEL
We hereby consent to the use of our name and to the
reference to our Firm under the caption "Counsel" in the
Statement of Additional Information that is included in
Post-Effective Amendment No. 8 to the Registration
Statement on Form N-1A under the Securities Act of 1933, as
amended, of Lehman Brothers Institutional Funds Group
Trust.
____________________
Willkie, Farr, &
Gallagher
New York, NY
October 6, 1994
Exhibit (13)(d)
PURCHASE AGREEMENT
Lehman Brothers Institutional Funds Group Trust (the
"Trust"), a Massachusetts business trust, and Lehman
Brothers Inc. (the "Distributor"), hereby agree as follows:
1. The Trust hereby offers the Distributor and the
Distributor hereby purchases ten shares at $1.00 per share
in such classes of the Trust's Short Duration Municipal
Fund with a par value of $.001 per share (the "Portfolio")
as determined by the Distributor. The shares are the
"initial shares" of the Portfolio. The Distributor hereby
acknowledges receipt of a purchase confirmation reflecting
the purchase of ten shares, and the Trust hereby
acknowledges receipt from the Distributor of funds in the
amount of $10 in full payment for the shares.
2. The Distributor represents and warrants to the
Trust that the shares are being acquired for investment
purposes and not for the purpose of distribution.
3. The Distributor agrees that if it or any direct or
indirect transferee of the shares redeems the shares prior
to the fifth anniversary of the date that the Trust begins
its investment activities, the Distributor will pay to the
Trust an amount equal to the number resulting from
multiplying the Trust's total unamortized organizational
expenses by a fraction, the numerator of which is equal to
the number of shares redeemed by the Distributor or such
transferee and the denominator of which is equal to the
number of shares outstanding as of the date of such
redemption, as long as the administrative position of the
staff of the Securities and Exchange Commission requires
such reimbursement.
4. The Trust represents that a copy of its
Declaration of Trust, dated November 25, 1992, is on file
in the Office of the Secretary of the Commonwealth of
Massachusetts.
5. This Agreement has been executed on behalf of the
Trust by the undersigned officer of the Trust in his
capacity as an officer of the Trust. The obligations of
this Agreement shall be binding only upon the assets and
property of the Portfolio and not upon the assets and
property of any other portfolio of the Trust and shall not
be binding upon any Trustee, officer or shareholder of a
Portfolio or the Trust individually.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the 7th day of October, 1994.
LEHMAN BROTHERS INSTITUTIONAL
FUNDS GROUP TRUST
Attest:
____________________________ By:
_____________________________
Attest: LEHMAN BROTHERS INC.
____________________________ By:
_____________________________
Exhibit (10)(b)
October 6, 1994
Lehman Brothers Institutional Funds Group Trust
American Express Tower
World Financial Center
New York, NY 10285
Re: Form N-1A Registration Statement
Post-Effective Amendment No. 8
File No. 33-55034
Gentlemen:
The undersigned is Vice President and Associate
General Counsel of The Shareholder Services Group, Inc.,
which serves as administrator to the portfolios of Lehman
Brothers Institutional Funds Group Trust (the "Trust"). In
such capacity, from time to time and for certain purposes,
I act as counsel for the Trust. You have asked that I
render my opinion with respect to the offer and sale of an
indefinite number of shares of beneficial interest (the
"Shares") of the Lehman Brothers Short Duration Municipal
Fund (the "Fund") of the Trust covered by the above-
referenced Post-Effective Amendment.
The Trust was organized as a Massachusetts business
trust pursuant to a Declaration of Trust dated November 16,
1992 (the "Declaration of Trust"), as from time to time
amended. The execution and delivery of the Declaration of
Trust took place in Boston, Massachusetts. The Fund was
established as a separate series of the Trust pursuant to
an amendment to the Trust's Declaration of Trust approved
by at least a majority of the Trust's Trustees at a meeting
duly called and held on January 27, 1994.
I have examined the Trust's Declaration of Trust, its
By-Laws, the minutes of meetings of the Board of Trustees
of the Trust, the Trust's Prospectuses and Statement of
Additional Information included as part of the
aforementioned Post-Effective Amendment, and such other
documents, records, and certificates as I deemed necessary
for purposes of this opinion.
Based on the foregoing, I am of the opinion that the
Trust has been duly organized and is validly existing in
accordance with the laws of The Commonwealth of
Massachusetts and that the Shares which are the subject of
Post-Effective Amendment No. 8 will, when sold in
accordance with the terms of the current Prospectuses and
Statement of Additional Information at the time of sale, be
duly authorized and validly issued and fully paid and non-
assessable by the Trust.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts laws,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust.
However, the Trust's Declaration of Trust provides that if
a shareholder of any series of the Trust (such as the Fund)
is charged or held personally liable by reason of being or
having been a shareholder, the shareholder shall be
entitled out of the assets of said series to be held
harmless from and indemnified against all loss and expense
arising from such liability. Thus, the risk of a
shareholder incurring financial loss on account of
shareholders liability is limited to circumstances in which
that series itself would be unable to meet its obligations.
I consent to the filing of this opinion with and part
of the aforementioned Post-Effective Amendment to the
Trust's Registration Statement.
Very truly yours,
Patricia L. Bickimer
Vice President and
Associate General Counsel
PLB/kjm
Exhibit (10)(b)
October 6, 1994
Lehman Brothers Institutional Funds Group Trust
American Express Tower
World Financial Center
New York, NY 10285
Re: Form N-1A Registration Statement
Post-Effective Amendment No. 8
File No. 33-55034
Gentlemen:
The undersigned is Vice President and Associate
General Counsel of The Shareholder Services Group, Inc.,
which serves as administrator to the portfolios of Lehman
Brothers Institutional Funds Group Trust (the "Trust"). In
such capacity, from time to time and for certain purposes,
I act as counsel for the Trust. You have asked that I
render my opinion with respect to the offer and sale of an
indefinite number of shares of beneficial interest (the
"Shares") of the Lehman Brothers Short Duration Municipal
Fund (the "Fund") of the Trust covered by the above-
referenced Post-Effective Amendment.
The Trust was organized as a Massachusetts business
trust pursuant to a Declaration of Trust dated November 16,
1992 (the "Declaration of Trust"), as from time to time
amended. The execution and delivery of the Declaration of
Trust took place in Boston, Massachusetts. The Fund was
established as a separate series of the Trust pursuant to
an amendment to the Trust's Declaration of Trust approved
by at least a majority of the Trust's Trustees at a meeting
duly called and held on January 27, 1994.
I have examined the Trust's Declaration of Trust, its
By-Laws, the minutes of meetings of the Board of Trustees
of the Trust, the Trust's Prospectuses and Statement of
Additional Information included as part of the
aforementioned Post-Effective Amendment, and such other
documents, records, and certificates as I deemed necessary
for purposes of this opinion.
Based on the foregoing, I am of the opinion that the
Trust has been duly organized and is validly existing in
accordance with the laws of The Commonwealth of
Massachusetts and that the Shares which are the subject of
Post-Effective Amendment No. 8 will, when sold in
accordance with the terms of the current Prospectuses and
Statement of Additional Information at the time of sale, be
duly authorized and validly issued and fully paid and non-
assessable by the Trust.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts laws,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust.
However, the Trust's Declaration of Trust provides that if
a shareholder of any series of the Trust (such as the Fund)
is charged or held personally liable by reason of being or
having been a shareholder, the shareholder shall be
entitled out of the assets of said series to be held
harmless from and indemnified against all loss and expense
arising from such liability. Thus, the risk of a
shareholder incurring financial loss on account of
shareholders liability is limited to circumstances in which
that series itself would be unable to meet its obligations.
I consent to the filing of this opinion with and part
of the aforementioned Post-Effective Amendment to the
Trust's Registration Statement.
Very truly yours,
/s/ Patricia L. Bickimer
Patricia L. Bickimer
Vice President and
Associate General Counsel
PLB/kjm
Exhibit (5)(d)
Short Duration Municipal Fund
LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST
INVESTMENT ADVISORY AGREEMENT
____________,
1994
Lehman Brothers Global Asset Management Inc.
3 World Financial Center
New York, NY
Ladies and Gentlemen:
Lehman Brothers Institutional Funds Group Trust
(the "Trust"), a business trust organized under the laws of
The Commonwealth of Massachusetts, confirms its agreement
with Lehman Brothers Global Asset Management Inc. (the
"Adviser") regarding investment advisory services to be
provided by the Adviser to the Short Duration Municipal
Fund (the "Fund"), a portfolio of the Trust. The Adviser
agrees to provide services upon the following terms and
conditions:
1. Investment Description; Appointment.
The Trust anticipates that the Fund will employ
its capital by investing and reinvesting in investments of
the kind and in accordance with the limitations specified
in the Trust's Declaration of Trust dated November 25,
1992, as amended from time to time (the "Declaration of
Trust "), in the prospectuses (the "Prospectuses") and the
statement of additional information (the "Statement")
describing the Fund filed with the Securities and Exchange
Commission as part of the Trust's Registration Statement on
Form N-1A, as amended from time to time, and in the manner
and to the extent as may from time to time be approved by
the Board of Trustees of the Trust. Copies of the
Prospectuses, the Statement and the Declaration of Trust
have been or will be submitted to the Adviser. The Trust
desires to employ and appoints the Adviser to act as the
Fund's investment adviser. The Adviser accepts the
appointment and agrees to furnish the services for the
compensation set forth below.
2. Services as Investment Adviser.
Subject to the supervision and direction of the
Board of Trustees of the Trust, the Adviser has general
oversight responsibility for the investment advisory
services provided to the Fund and will exercise this
responsibility in accordance with the Declaration of Trust,
the Investment Company Act of 1940 and the Investment
Advisers Act of 1940, as the same may from time to time be
amended, and with the Fund's investment objective and
policies as stated in the Prospectuses and Statement of
Additional Information relating to the Fund as from time to
time in effect. In connection therewith, the Adviser will,
among other things, (a) participate in the formulation of
the Fund's investment policies, (b) analyze economic trends
affecting the Fund, (c) monitor the brokerage and research
services (as those terms are defined in Section 28(e) of
the Securities Act of 1934) that are provided to the Fund
and may be considered by the Fund's sub-investment adviser
in selecting brokers or dealers to execute particular
transactions and (d) monitor and evaluate the services
provided by the Fund's sub-investment adviser under its
sub-investment advisory agreement, including, without
limitation, the sub-investment adviser's adherence to the
Fund's investment objective and policies and the Fund's
investment performance.
3. Information Provided to the Trust.
The Adviser will keep the Trust informed of
developments materially affecting the Fund, and will, on
its own initiative, furnish the Trust from time to time
with whatever information the Adviser believes is
appropriate for this purpose.
4. Standard of Care.
The Adviser will exercise its best judgment in
rendering the services described in paragraph 2 of this
Agreement. The Adviser will not be liable for any error of
judgment or mistake of law or for any loss suffered by the
Fund in connection with the matters to which this Agreement
relates, except that nothing in this Agreement may be
deemed to protect or purport to protect the Adviser against
any liability to the Trust or to shareholders of the Fund
to which the Adviser would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence on
its part in the performance of its duties or by reason of
the Adviser's reckless disregard of its obligations and
duties under this Agreement.
5. Compensation.
(a) In consideration of the services rendered
pursuant to this Agreement, the Trust will pay the Adviser
on the first business day of each month a fee for the
previous month at the annual rate of .30% of the value of
the Fund's average daily net assets. The fee for the
period from the date the Fund commences its investment
operations to the end of the month during which the Fund
commences its investment operations will be prorated
according to the proportion that the period bears to the
full monthly period. Upon any termination of this
Agreement before the end of a month, the fee for such part
of that month will be prorated according to the proportion
that the period bears to the full monthly period and will
be payable upon the date of termination of this Agreement.
For the purpose of determining fees payable to the Adviser,
the value of the Fund's net assets will be computed at the
times and in the manner specified in the Prospectuses
and/or the Statement.
(b) The Adviser shall pay to the sub-investment
advisers of the Fund (the "Sub-Adviser") the fees payable
under the Sub-Investment Advisory Agreement relating to the
Fund dated of even date herewith among the Trust, the
Adviser and the Sub-Adviser. In the event that a Sub-
Investment Advisory Agreement is terminated, the Adviser
shall be responsible for furnishing to the Fund the
services required to be performed by the Sub-Adviser under
the Sub-Investment Advisory Agreement or arranging for a
successor sub-investment Adviser with respect to such
investments on terms and conditions acceptable to the Trust
and subject to the requirements of the Investment Company
Act of 1940.
6. Expenses.
The Adviser will bear all expenses in connection
with the performance of its services under this Agreement.
The Fund will bear certain other expenses to be incurred in
its operation, including, but not limited to: costs
incurred in connection with the Trust's organization;
investment advisory, sub-investment advisory administration
and shareholder servicing fees; fees for necessary
professional and brokerage services; fees for any pricing
service; the costs of regulatory compliance; and the costs
associated with maintaining the Trust's legal existence;
and costs of corresponding with shareholders of the Fund.
7. Reduction of Fee.
If in any fiscal year of the Fund, the aggregate
expenses of the Fund (including fees pursuant to this
Agreement, the Fund's Sub-Investment Advisory Agreement and
the Trust's administration agreement relating to the Fund,
but excluding interest, taxes, brokerage fees, fees paid by
the Fund pursuant to the Trust's shareholder services plan
and, if permitted by the relevant state securities
commissions, extraordinary expenses) exceed the expense
limitation of any state having jurisdiction over the Fund,
the Adviser will reduce its fee to the Fund for that excess
expense to the extent required by state law in the same
proportion as its advisory fee bears to the Fund's
aggregate fees for investment advice, sub-investment advice
and administration. A fee reduction pursuant to this
paragraph 7, if any, will be estimated, reconciled and paid
on a monthly basis.
8. Services to Other Companies or Accounts.
(a) The Trust understands that the Adviser now
acts, will continue to act and may act in the future as
investment adviser to fiduciary and other managed accounts,
and may act in the future as investment adviser to other
investment companies, and the Trust has no objection to the
Adviser so acting, provided that whenever the Fund and one
or more fiduciary and other managed accounts or other
investment companies advised by the Adviser have available
funds for investment, investments suitable and appropriate
for each will be allocated in accordance with a formula
believed by the Adviser to be equitable to each. The Trust
recognizes that in some cases this procedure may adversely
affect the price paid or received by the Fund or the size
of the position obtained or disposed of by the Fund.
(b) The Trust understands that the persons
employed by the Adviser to assist in the performance of the
Adviser's duties under this Agreement will not devote their
full time to such service and nothing contained in this
Agreement will be deemed to limit or restrict the right of
the Adviser or any affiliate of the Adviser to engage in
and devote time and attention to other businesses or to
render services of whatever kind or nature.
9. Term of Agreement.
(a) This Agreement will become effective as of
the date the Fund commences its investment operations and
will continue for an initial two-year term and will
continue thereafter so long as the continuance is
specifically approved at least annually by (i) the Board of
Trustees of the Trust or (ii) a vote of a "majority" (as
defined in the Investment Company Act of 1940, as amended
(the "1940 Act")) of the Fund's outstanding voting
securities, provided that in either event the continuance
is also approved by a majority of the Board of Trustees who
are not "interested persons" (as defined in the 1940 Act)
of any party to this Agreement, by vote cast in person at a
meeting called for the purpose of voting on the approval.
(b) This Agreement is terminable, without
penalty, on 60 days' written notice, by the Board of
Trustees of the Trust or by vote of holders of a majority
of the Fund's outstanding voting securities, or upon 90
days' written notice, by the Adviser.
(c) This Agreement will terminate automatically
in the event of its "assignment" (as defined in the 1940
Act).
10. Representation by the Trust.
The Trust represents that a copy of the
Declaration of Trust is on file with the Secretary of The
Commonwealth of Massachusetts and with the Boston City
Clerk.
11. Limitation of Liability.
The Trust and the Adviser agree that the
obligations of the Trust under this Agreement will not be
binding upon any of the Trustees of the Trust, shareholders
of the Fund, nominees, officers, employees or agents,
whether past, present or future, of the Trust,
individually, but are binding only upon the assets and
property of the Fund, as provided in the Declaration of
Trust. The execution and delivery of this Agreement have
been authorized by the Trustees of the Trust and signed by
an authorized officer of the Trust, acting as such, and
neither the authorization by the Trustees, nor the
execution and delivery by the officer will be
deemed to have been made by any of them individually or to
impose any liability on any of them personally, but will
bind only the assets and property of the Fund as provided
in its Declaration of Trust . No series of the Trust,
including the Fund, will be liable for any claims against
any other series.
* * * * *
If the foregoing is in accordance with your
understanding, kindly indicate your acceptance of this
Agreement by signing and returning the enclosed copy of
this Agreement.
Very truly yours,
LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP
TRUST
By:_____________________
Name: Peter Meenan
Title: President
Accepted:
LEHMAN BROTHERS GLOBAL
ASSET MANAGEMENT INC.
By:____________________
Name: Clinton Kendrick
Title: President
lehman\institut\peas\pea#8.doc
C-11
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lehman\institut\peas\pea#8.doc
Exhibit (b)(1)(e)
LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST
(A Massachusetts Business Trust)
CERTIFICATE OF CLASSIFICATION OF SHARES
I, Patricia L. Bickimer, do hereby certify as follows:
(1) That I am the duly elected Secretary of
Lehman Brothers Institutional Funds Group Trust (the
"Trust");
(2) That in such capacity I have examined the
records of actions taken by the Board of Trustees of the
Trust at the regular meetings of the Board held on January
27, 1994 and August 3, 1994;
(3) That the following resolutions were duly adopted at
the meetings by the Board of Trustees of the Trust;
a. Creation of Short Duration Municipal Fund (the
"New Portfolio")
VOTED, that pursuant to Section 5.11 of the Trust's
Declaration of Trust, an unlimited number of authorized,
unissued and unclassified shares of beneficial interest in
the Trust be, and hereby are, classified and designated as
Premier Shares and Select Shares, representing interests in
the New Portfolio of the Trust; and further
VOTED, that each share of beneficial interest in the
Trust created pursuant to the foregoing resolutions shall
have all of the preferences, conversions and other rights,
voting powers, restrictions, limitations, qualifications and
terms and conditions of redemption that are set forth in the
Trust's Declaration of Trust with respect to its shares of
beneficial interest; and further
b. Creation of Additional Class of Shares
VOTED, that pursuant to Section 5.11 of the Trust's
Declaration of Trust, the Trust amends its existing multiple
class distribution structure to establish and designate an
additional class of shares ("Retail Shares") to Short
Duration Municipal Fund of the Trust, and that an unlimited
number of authorized and unissued shares of beneficial
interest be, and hereby are, allocated as Retail Shares of
such Fund; and further
VOTED, that each share of beneficial interest in the
Trust created pursuant to the foregoing resolutions shall
have all of the preferences, conversions and other rights,
voting powers, restrictions, limitations, qualifications and
terms and conditions of redemption that are set forth in the
Trust's Declaration of Trust with respect to its shares of
beneficial interest; and further
c. Authorization of Documents and Other Acts
VOTED, that the Officers of the Trust be, and each of
them hereby is, authorized and empowered to execute, send
and deliver any and all documents, instruments, papers and
writings, including but not limited to any instrument to be
filed with the State Secretary of the Commonwealth of
Massachusetts and the Boston City Clerk, and to do any and
all other acts, in the name of the Trust and on its behalf,
as may be necessary or desirable in connection with or in
furtherance of the foregoing resolutions.
(4) That the foregoing resolutions remain in full force
and effect on the date thereof.
______________________________
Secretary
Date: _____________, 1994
Commonwealth of Massachusetts )
)
County of Suffolk )
Subscribed and sworn to
before me this ______ day
of _____________, 1994.
___________________
Notary Public
My Commission Expires:
lehman\institut\peas\pea#8.doc
Exhibit (5)(d)
Short Duration Municipal Fund
LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST
INVESTMENT ADVISORY AGREEMENT
____________, 1994
Lehman Brothers Global Asset Management Inc.
3 World Financial Center
New York, NY
Ladies and Gentlemen:
Lehman Brothers Institutional Funds Group Trust (the
"Trust"), a business trust organized under the laws of The
Commonwealth of Massachusetts, confirms its agreement with Lehman
Brothers Global Asset Management Inc. (the "Adviser") regarding
investment advisory services to be provided by the Adviser to the
Short Duration Municipal Fund (the "Fund"), a portfolio of the
Trust. The Adviser agrees to provide services upon the following
terms and conditions:
1. Investment Description; Appointment.
The Trust anticipates that the Fund will employ its
capital by investing and reinvesting in investments of the kind
and in accordance with the limitations specified in the Trust's
Declaration of Trust dated November 25, 1992, as amended from time
to time (the "Declaration of Trust "), in the prospectuses (the
"Prospectuses") and the statement of additional information (the
"Statement") describing the Fund filed with the Securities and
Exchange Commission as part of the Trust's Registration Statement
on Form N-1A, as amended from time to time, and in the manner and
to the extent as may from time to time be approved by the Board of
Trustees of the Trust. Copies of the Prospectuses, the Statement
and the Declaration of Trust have been or will be submitted to the
Adviser. The Trust desires to employ and appoints the Adviser to
act as the Fund's investment adviser. The Adviser accepts the
appointment and agrees to furnish the services for the
compensation set forth below.
2. Services as Investment Adviser.
Subject to the supervision and direction of the Board
of Trustees of the Trust, the Adviser has general oversight
responsibility for the investment advisory services provided to
the Fund and will exercise this responsibility in accordance with
the Declaration of Trust, the Investment Company Act of 1940 and
the Investment Advisers Act of 1940, as the same may from time to
time be amended, and with the Fund's investment objective and
policies as stated in the Prospectuses and Statement of Additional
Information relating to the Fund as from time to time in effect.
In connection therewith, the Adviser will, among other things, (a)
participate in the formulation of the Fund's investment policies,
(b) analyze economic trends affecting the Fund, (c) monitor the
brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Act of 1934) that are provided to
the Fund and may be considered by the Fund's sub-investment
adviser in selecting brokers or dealers to execute particular
transactions and (d) monitor and evaluate the services provided by
the Fund's sub-investment adviser under its sub-investment
advisory agreement, including, without limitation, the sub-
investment adviser's adherence to the Fund's investment objective
and policies and the Fund's investment performance.
3. Information Provided to the Trust.
The Adviser will keep the Trust informed of
developments materially affecting the Fund, and will, on its own
initiative, furnish the Trust from time to time with whatever
information the Adviser believes is appropriate for this purpose.
4. Standard of Care.
The Adviser will exercise its best judgment in
rendering the services described in paragraph 2 of this Agreement.
The Adviser will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except that
nothing in this Agreement may be deemed to protect or purport to
protect the Adviser against any liability to the Trust or to
shareholders of the Fund to which the Adviser would otherwise be
subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or by
reason of the Adviser's reckless disregard of its obligations and
duties under this Agreement.
5. Compensation.
(a) In consideration of the services rendered pursuant to
this Agreement, the Trust will pay the Adviser on the first
business day of each month a fee for the previous month at the
annual rate of .30% of the value of the Fund's average daily net
assets. The fee for the period from the date the Fund commences
its investment operations to the end of the month during which the
Fund commences its investment operations will be prorated
according to the proportion that the period bears to the full
monthly period. Upon any termination of this Agreement before the
end of a month, the fee for such part of that month will be
prorated according to the proportion that the period bears to the
full monthly period and will be payable upon the date of
termination of this Agreement. For the purpose of determining
fees payable to the Adviser, the value of the Fund's net assets
will be computed at the times and in the manner specified in the
Prospectuses and/or the Statement.
(b) The Adviser shall pay to the sub-investment advisers
of the Fund (the "Sub-Adviser") the fees payable under the Sub-
Investment Advisory Agreement relating to the Fund dated of even
date herewith among the Trust, the Adviser and the Sub-Adviser.
In the event that a Sub-Investment Advisory Agreement is
terminated, the Adviser shall be responsible for furnishing to the
Fund the services required to be performed by the Sub-Adviser
under the Sub-Investment Advisory Agreement or arranging for a
successor sub-investment Adviser with respect to such investments
on terms and conditions acceptable to the Trust and subject to the
requirements of the Investment Company Act of 1940.
6. Expenses.
The Adviser will bear all expenses in connection with
the performance of its services under this Agreement. The Fund
will bear certain other expenses to be incurred in its operation,
including, but not limited to: costs incurred in connection with
the Trust's organization; investment advisory, sub-investment
advisory administration and shareholder servicing fees; fees for
necessary professional and brokerage services; fees for any
pricing service; the costs of regulatory compliance; and the costs
associated with maintaining the Trust's legal existence; and costs
of corresponding with shareholders of the Fund.
7. Reduction of Fee.
If in any fiscal year of the Fund, the aggregate
expenses of the Fund (including fees pursuant to this Agreement,
the Fund's Sub-Investment Advisory Agreement and the Trust's
administration agreement relating to the Fund, but excluding
interest, taxes, brokerage fees, fees paid by the Fund pursuant to
the Trust's shareholder services plan and, if permitted by the
relevant state securities commissions, extraordinary expenses)
exceed the expense limitation of any state having jurisdiction
over the Fund, the Adviser will reduce its fee to the Fund for
that excess expense to the extent required by state law in the
same proportion as its advisory fee bears to the Fund's aggregate
fees for investment advice, sub-investment advice and
administration. A fee reduction pursuant to this paragraph 7, if
any, will be estimated, reconciled and paid on a monthly basis.
8. Services to Other Companies or Accounts.
(a) The Trust understands that the Adviser now acts,
will continue to act and may act in the future as investment
adviser to fiduciary and other managed accounts, and may act in
the future as investment adviser to other investment companies,
and the Trust has no objection to the Adviser so acting, provided
that whenever the Fund and one or more fiduciary and other managed
accounts or other investment companies advised by the Adviser have
available funds for investment, investments suitable and
appropriate for each will be allocated in accordance with a
formula believed by the Adviser to be equitable to each. The
Trust recognizes that in some cases this procedure may adversely
affect the price paid or received by the Fund or the size of the
position obtained or disposed of by the Fund.
(b) The Trust understands that the persons employed
by the Adviser to assist in the performance of the Adviser's
duties under this Agreement will not devote their full time to
such service and nothing contained in this Agreement will be
deemed to limit or restrict the right of the Adviser or any
affiliate of the Adviser to engage in and devote time and
attention to other businesses or to render services of whatever
kind or nature.
9. Term of Agreement.
(a) This Agreement will become effective as of the
date the Fund commences its investment operations and will
continue for an initial two-year term and will continue thereafter
so long as the continuance is specifically approved at least
annually by (i) the Board of Trustees of the Trust or (ii) a vote
of a "majority" (as defined in the Investment Company Act of 1940,
as amended (the "1940 Act")) of the Fund's outstanding voting
securities, provided that in either event the continuance is also
approved by a majority of the Board of Trustees who are not
"interested persons" (as defined in the 1940 Act) of any party to
this Agreement, by vote cast in person at a meeting called for the
purpose of voting on the approval.
(b) This Agreement is terminable, without penalty, on
60 days' written notice, by the Board of Trustees of the Trust or
by vote of holders of a majority of the Fund's outstanding voting
securities, or upon 90 days' written notice, by the Adviser.
(c) This Agreement will terminate automatically in
the event of its "assignment" (as defined in the 1940 Act).
10. Representation by the Trust.
The Trust represents that a copy of the Declaration of
Trust is on file with the Secretary of The Commonwealth of
Massachusetts and with the Boston City Clerk.
11. Limitation of Liability.
The Trust and the Adviser agree that the obligations
of the Trust under this Agreement will not be binding upon any of
the Trustees of the Trust, shareholders of the Fund, nominees,
officers, employees or agents, whether past, present or future, of
the Trust, individually, but are binding only upon the assets and
property of the Fund, as provided in the Declaration of Trust.
The execution and delivery of this Agreement have been authorized
by the Trustees of the Trust and signed by an authorized officer
of the Trust, acting as such, and neither the authorization by the
Trustees, nor the execution and delivery by the officer will be
deemed to have been made by any of them individually or to impose
any liability on any of them personally, but will bind only the
assets and property of the Fund as provided in its Declaration of
Trust . No series of the Trust, including the Fund, will be
liable for any claims against any other series.
* * * * *
If the foregoing is in accordance with your
understanding, kindly indicate your acceptance of this Agreement
by signing and returning the enclosed copy of this Agreement.
Very truly yours,
LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST
By:_____________________
Name: Peter Meenan
Title: President
Accepted:
LEHMAN BROTHERS GLOBAL
ASSET MANAGEMENT INC.
By:____________________
Name: Clinton Kendrick
Title: President
lehman\institut\peas\pea#8.doc
Exhibit (10)(b)
October 6, 1994
Lehman Brothers Institutional Funds Group Trust
American Express Tower
World Financial Center
New York, NY 10285
Re: Form N-1A Registration Statement
Post-Effective Amendment No. 8
File No. 33-55034
Gentlemen:
The undersigned is Vice President and Associate
General Counsel of The Shareholder Services Group, Inc.,
which serves as administrator to the portfolios of Lehman
Brothers Institutional Funds Group Trust (the "Trust"). In
such capacity, from time to time and for certain purposes, I
act as counsel for the Trust. You have asked that I render
my opinion with respect to the offer and sale of an
indefinite number of shares of beneficial interest (the
"Shares") of the Lehman Brothers Short Duration Municipal
Fund (the "Fund") of the Trust covered by the above-
referenced Post-Effective Amendment.
The Trust was organized as a Massachusetts business
trust pursuant to a Declaration of Trust dated November 16,
1992 (the "Declaration of Trust"), as from time to time
amended. The execution and delivery of the Declaration of
Trust took place in Boston, Massachusetts. The Fund was
established as a separate series of the Trust pursuant to an
amendment to the Trust's Declaration of Trust approved by at
least a majority of the Trust's Trustees at a meeting duly
called and held on January 27, 1994.
I have examined the Trust's Declaration of Trust, its
By-Laws, the minutes of meetings of the Board of Trustees of
the Trust, the Trust's Prospectuses and Statement of
Additional Information included as part of the
aforementioned Post-Effective Amendment, and such other
documents, records, and certificates as I deemed necessary
for purposes of this opinion.
Based on the foregoing, I am of the opinion that the
Trust has been duly organized and is validly existing in
accordance with the laws of The Commonwealth of
Massachusetts and that the Shares which are the subject of
Post-Effective Amendment No. 8 will, when sold in accordance
with the terms of the current Prospectuses and Statement of
Additional Information at the time of sale, be duly
authorized and validly issued and fully paid and non-
assessable by the Trust.
The Trust is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts laws,
shareholders could, under certain circumstances, be held
personally liable for the obligations of the Trust.
However, the Trust's Declaration of Trust provides that if a
shareholder of any series of the Trust (such as the Fund) is
charged or held personally liable by reason of being or
having been a shareholder, the shareholder shall be entitled
out of the assets of said series to be held harmless from
and indemnified against all loss and expense arising from
such liability. Thus, the risk of a shareholder incurring
financial loss on account of shareholders liability is
limited to circumstances in which that series itself would
be unable to meet its obligations.
I consent to the filing of this opinion with and part
of the aforementioned Post-Effective Amendment to the
Trust's Registration Statement.
Very truly yours,
/s/ Patricia L. Bickimer
Patricia L. Bickimer
Vice President and
Associate General Counsel
PLB/kjm
lehman\institut\peas\pea#8.doc
CONSENT OF COUNSEL
We hereby consent to the use of our name and to the reference to
our Firm under the caption "Counsel" in the Statement of Additional
Information that is included in Post-Effective Amendment No. 8
to the Registration Statement on Form N-1A under
the Securities Act of 1933, as amended, of Lehman Brothers Institutional
Funds Group Trust.
/s/ Willkie, Farr, & Gallagher
Willkie, Farr, & Gallagher
New York, NY
October 6, 1994
Exhibit (13)(d)
PURCHASE AGREEMENT
Lehman Brothers Institutional Funds Group Trust (the "Trust"), a
Massachusetts business trust, and Lehman Brothers Inc. (the "Distributor"),
hereby agree as follows:
1. The Trust hereby offers the Distributor and the Distributor hereby
purchases ten shares at $1.00 per share in such classes of the Trust's Short
Duration Municipal Fund with a par value of $.001 per share (the "Portfolio")
as determined by the Distributor. The shares are the "initial shares" of the
Portfolio. The Distributor hereby acknowledges receipt of a purchase
confirmation reflecting the purchase of ten shares, and the Trust hereby
acknowledges receipt from the Distributor of funds in the amount of $10 in full
payment for the shares.
2. The Distributor represents and warrants to the Trust that the shares
are being acquired for investment purposes and not for the purpose of
distribution.
3. The Distributor agrees that if it or any direct or indirect transferee
of the shares redeems the shares prior to the fifth anniversary of the date
that the Trust begins its investment activities, the Distributor
will pay to the Trust
an amount equal to the number resulting from multiplying the Trust's total
unamortized organizational expenses by a fraction, the numerator of which is
equal to the number of shares redeemed by the Distributor or such transferee
and the denominator of which is equal to the number of shares outstanding as
of the date of such redemption, as long as the administrative position of the
staff of the Securities and Exchange Commission requires such reimbursement.
4. The Trust represents that a copy of its Declaration of Trust, dated
November 25, 1992, is on file in the Office of the Secretary of the
Commonwealth of Massachusetts.
5. This Agreement has been executed on behalf of the Trust by the
undersigned officer of the Trust in his capacity as an officer of the Trust.
The
obligations of this Agreement shall be binding only upon the assets and
property of the Portfolio and not upon the assets and property of any other
portfolio of the Trust and shall not be binding upon any Trustee, officer or
shareholder of a Portfolio or the Trust individually.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the 7th day of October, 1994.
LEHMAN BROTHERS
INSTITUTIONAL FUNDS
GROUP TRUST
Attest:
____________________________ By:
_____________________________
Attest: LEHMAN BROTHERS INC.
____________________________ By:
_____________________________
lehman\institut\peas\pea#8.doc
[ARTICLE] 6
[SERIES]
[NUMBER] 14
[NAME] LEH INST SHORT DUR MUNI - PREMIER
<TABLE>
<S> <C>
[PERIOD-TYPE] 0-MOS
[FISCAL-YEAR-END] JAN-31-1994
[PERIOD-END] SEP-30-1994
[INVESTMENTS-AT-COST] 0
[INVESTMENTS-AT-VALUE] 0
[RECEIVABLES] 0
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 0
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 0
[TOTAL-LIABILITIES] 0
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 0
[SHARES-COMMON-STOCK] 0
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 0
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 0
[OTHER-INCOME] 0
[EXPENSES-NET] 0
[NET-INVESTMENT-INCOME] 0
[REALIZED-GAINS-CURRENT] 0
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 0
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 0
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 0
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 0
[AVERAGE-NET-ASSETS] 0
[PER-SHARE-NAV-BEGIN] 0
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 0
[EXPENSE-RATIO] 0
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[SERIES]
[NUMBER] 14
[NAME] LEH INST SHORT DUR MUNI - RETAIL
<TABLE>
<S> <C>
[PERIOD-TYPE] 0-MOS
[FISCAL-YEAR-END] JAN-31-1994
[PERIOD-END] SEP-30-1994
[INVESTMENTS-AT-COST] 0
[INVESTMENTS-AT-VALUE] 0
[RECEIVABLES] 0
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 0
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 0
[TOTAL-LIABILITIES] 0
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 0
[SHARES-COMMON-STOCK] 0
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 0
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 0
[OTHER-INCOME] 0
[EXPENSES-NET] 0
[NET-INVESTMENT-INCOME] 0
[REALIZED-GAINS-CURRENT] 0
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 0
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 0
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 0
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 0
[AVERAGE-NET-ASSETS] 0
[PER-SHARE-NAV-BEGIN] 0
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 0
[EXPENSE-RATIO] 0
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[SERIES]
[NUMBER] 14
[NAME] LEH INST SHORT DUR MUNI -SELECT
<TABLE>
<S> <C>
[PERIOD-TYPE] 0-MOS
[FISCAL-YEAR-END] JAN-31-1994
[PERIOD-END] SEP-30-1994
[INVESTMENTS-AT-COST] 0
[INVESTMENTS-AT-VALUE] 0
[RECEIVABLES] 0
[ASSETS-OTHER] 0
[OTHER-ITEMS-ASSETS] 0
[TOTAL-ASSETS] 0
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 0
[TOTAL-LIABILITIES] 0
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 0
[SHARES-COMMON-STOCK] 0
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 0
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 0
[OTHER-INCOME] 0
[EXPENSES-NET] 0
[NET-INVESTMENT-INCOME] 0
[REALIZED-GAINS-CURRENT] 0
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 0
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 0
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 0
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 0
[AVERAGE-NET-ASSETS] 0
[PER-SHARE-NAV-BEGIN] 0
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 0
[EXPENSE-RATIO] 0
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
