LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST
N-30D/A, 1996-06-28
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ANNUAL REPORT 
                                                           JANUARY 31, 1996 



                              LEHMAN BROTHERS 
                            INSTITUTIONAL FUNDS 
                                GROUP TRUST 


<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 

                             TABLE OF CONTENTS 

<TABLE>
<CAPTION>
                                                                            PAGE 
<S>                                                                          <C>
President's Letter                                                            1 
Tax Information                                                               2 
Portfolio of Investments: 
  Prime Money Market Fund                                                     3 
  Prime Value Money Market Fund                                               7 
  Government Obligations Money Market Fund                                   10 
  Cash Management Fund                                                       11 
  Treasury Instruments Money Market Fund II                                  12 
  Tax-Free Money Market Fund                                                 13 
  Municipal Money Market Fund                                                20 
Statements of Assets and Liabilities                                         28 
Statements of Operations                                                     32 
Statements of Changes in Net Assets                                          34 
Financial Highlights: 
  Prime Money Market Fund                                                    38 
  Prime Value Money Market Fund                                              40 
  Government Obligations Money Market Fund                                   41 
  Cash Management Fund                                                       42 
  Treasury Instruments Money Market Fund II                                  43 
  Tax-Free Money Market Fund                                                 44 
  Municipal Money Market Fund                                                45 
Notes to Financial Statements                                                46 
Report of Independent Auditors                                               53 
Special Meeting of Shareholders                                              54 
</TABLE>

<PAGE>

Dear Shareholders: 

    We are pleased to present the Annual Report for the Lehman Brothers 
Institutional Funds Group Trust (the "Trust" or the "Funds") for the fis- 
cal year ended January 31, 1996. This Report includes the portfolio hold- 
ings for the Prime, Government and Tax-Exempt Money Market Funds currently 
offered by the Trust that are designed to meet the cash management and li- 
quidity needs of institutional investors. 

THE ECONOMY 

    After the U.S. economy recorded a strong 3.2% gain in Gross Domestic 
Product ("GDP") (new basis) in the third quarter of 1995, economists and 
investors generally felt that the pace would decelerate in the fourth 
quarter to approximately 1.5% to 2.0%. As the economy weakened, the pri- 
mary challenge was to determine the extent of the slowdown and to gauge 
the probability of Federal Reserve Board (the "Fed") monetary policy in- 
tervention. To complicate the analysis, a secondary challenge was to as- 
sess the outlook for passage of congressional legislation which would 
achieve a federal balanced budget and to estimate its impact on the econ- 
omy and interest rates. 

    Data released in October and November gradually depicted a weakening 
economy which eventually led the Fed to ease its monetary policy by lower- 
ing the fed funds rate by 25 basis points at its Federal Open Market Com- 
mittee meeting on December 19, 1995. Throughout much of the quarter, many 
investors believed that the Fed would defer changes in its monetary policy 
until Congress and the President were able to resolve their differences in 
order to pass legislation which would balance the budget by the year 2002. 
The fixed-income markets staged an impressive rally throughout the quarter 
based upon the combination of weak economic data and optimism for a 
budget-related Fed easing. When the budget negotiations unraveled in late 
November, congressional leaders applied hard-line tactics which severely 
limited spending appropriations for normal government operations which, in 
turn, led to the partial closing of government offices. Congressional 
leaders also refused to raise the prescribed limit on the size of U.S. 
Government debt which forced the Treasury Department to shuffle its debt 
obligations in order to avoid a default on maturing Treasury securities. 
In spite of the failed negotiations, market participants were confident 
enough to bet that conditions warranted further monetary ease which oc- 
curred on January 31, 1996. During the rally, short-term rates (3-month 
T-bills) declined from 5.57% on July 28, 1995 to 4.86% on February 2, 1996 
while long-term rates (30-year T-bonds) declined from 6.86% to 6.16%. The 
targeted fed funds rate is now 5.25%, 50 basis points lower. 

PORTFOLIO STRATEGY AND PERFORMANCE RESULTS 

Taxable Funds 

    During the first half of the year, the average maturities of the Tax- 
able Money Market Funds were extended in order to lock in short rates 
which were beginning to fall as the economy weakened. At the time, there 
was also a positively-sloped short-term yield curve which provided an 
extra incentive. Over the second half, rates gradually declined as ex- 
pected. However, a negative slope developed in the yield curve as over- 
night rates held constant at 5.50% from July until late December. Faced 
with the loss of current yield associated with extension trades while 
still believing that rates would gradually fall further, we began to use a 
blend of long and short securities in an effort to cushion the decline in 
net yield. As opportunities arise, we will continue to extend maturities 
subject to liquidity considerations. 

Tax-Exempt Funds 

    For the past several years the Tax-Exempt Money Market Funds managers 
were able to anticipate swings in yields by assessing market supply. The 
year 1995, however, proved to be a dramatic exception to this rule as the 
measure of the market became not supply but lack of supply. As overall new 
issuance decreased, portfolio managers were forced to accept even lower 
rates in order to stay fully invested. This situation was exacerbated by 
the fact that overall dollar levels of investment in tax-exempt money mar- 
ket securities increased. 

                                       1
<PAGE>

    Faced with this supply squeeze, tax-exempt yields fluctuated dramati- 
cally from month to month. These fluctuations were not confined to abso- 
lute yields but were also seen on the spreads versus fully taxable invest- 
ments. In 1995, investors also realized that tax-exempt portfolios would 
not automatically outperform fully-taxable portfolios on an after-tax 
basis as was usually the case. 

    The aforementioned volatility became apparent early in the second half 
of the year. In order to remain competitive within this environment, the 
Lehman Brothers Institutional Funds emphasized longer maturity notes which 
represented better value at the time of purchase and ultimately aided per- 
formance as interest rates headed lower. This maturity extension allowed 
the Funds to hedge against much of the extreme yield volatility that was 
experienced in the very short end of the curve. 

    Looking ahead to 1996, we see a continuation of the supply squeeze and 
anticipate a continuation of the same strategies for both of the Lehman 
Brothers Tax-Exempt Funds. 

    The Trust continued to perform well when compared with other money 
market funds offered to the institutional investor. For example, based on 
the full year 1995 total return, Prime Value Money Market Fund Class A was 
ranked second and Prime Money Market Fund Class A was tied for third place 
out of the 117 First Tier Institutional Only Funds tracked by IBC/Dona- 
ghue, Inc.'s Money Fund Insight ("IBC/Donoghue"). The Government Obliga- 
tions Money Market Fund Class A 1995, total return, resulted in a first 
place tie among the 153 Government-Only Institutional Funds tracked by IB- 
C/Donoghue. The Municipal Money Market Fund Class A and Tax-Free Money 
Market Fund Class A were the number one- and two-ranked funds, respec- 
tively, among 62 Tax-Free Institutional Funds reporting to IBC/Donoghue. 
Some or all of the funds in each category, including the Lehman Brothers 
Funds, reported expense reimbursements or fee waivers from time to time 
without which the reported returns would have been lower. And of course, 
past performance is no guarantee of future results. 

                                * * * * * 

    We at Lehman Brothers look forward to your continued support. Our on- 
going goal is to provide you with superior products and services to meet 
your cash management investment needs. 

Sincerely, 


/s/ Andrew D. Gordon

Andrew D. Gordon 
President 

March 18, 1996 

                                TAX INFORMATION

  YEAR ENDED JANUARY 31, 1996 (UNAUDITED) 

    Of the dividends paid from net investment income for the Tax-Free 
  Money Market Fund and the Municipal Money Market Fund for the year 
  January 31, 1996, 100% is tax exempt for regular Federal income tax 
  purposes. 


                                       2
<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS 
JANUARY 31, 1996 

                          PRIME MONEY MARKET FUND 


<TABLE>
<CAPTION>
    FACE                                      INTEREST  MATURITY       VALUE 
    VALUE                                      RATE+      DATE        (NOTE 1) 
<S>             <C>                            <C>       <C>        <C>
                COMMERCIAL PAPER -- 48.9% 
                COMMERCIAL PAPER -- DIS- 
                 COUNT NOTES -- 43.3% 
$ 25,000,000    AT&T Corporation               5.560%    3/12/96    $24,845,555 
  15,500,000    Beta Finance Inc.              5.270     4/18/96     15,325,285 
  11,000,000    Beta Finance Inc.              5.270     4/22/96     10,869,567 
  47,443,000    Clipper Receivables Corpo- 
                 ration                        5.550     2/12/96     47,362,545 
  41,871,000    Clipper Receivables Corpo- 
                 ration                        5.520     2/15/96     41,781,117 
  30,000,000    Clipper Receivables Corpo- 
                 ration                        5.550     2/16/96     29,930,625 
  77,994,000    Clipper Receivables Corpo- 
                 ration                        5.480     2/21/96     77,756,552 
  20,139,000    Clipper Receivables Corpo- 
                 ration                        5.450      3/8/96     20,029,242 
  30,000,000    CXC Inc.                       5.400     3/21/96     29,779,500 
  26,000,000    CXC Inc.                       5.350     3/25/96     25,795,214 
  25,000,000    CXC Inc.                       5.270     4/18/96     24,718,201 
  30,000,000    CXC Inc.                       5.270     4/24/96     29,635,492 
  15,000,000    CXC Inc.                       5.270     4/25/96     14,815,550 
  50,000,000    DuPont (E.I.) de Nemours & 
                 Company                       5.470     5/16/96     49,202,291 
  30,000,000    DuPont (E.I.) de Nemours & 
                 Company                       5.470     5/17/96     29,516,816 
  78,634,000    Eiger Capital Corporation      5.450     2/28/96     78,312,583 
  28,319,000    Enterprise Funding Corpo- 
                 ration                        5.460      3/4/96     28,181,558 
  21,112,000    Enterprise Funding Corpo- 
                 ration                        5.430      3/5/96     21,006,915 
  18,532,000    Enterprise Funding Corpo- 
                 ration                        5.460     3/12/96     18,419,573 
  11,049,000    Enterprise Funding Corpo- 
                 ration                        5.410     4/12/96     10,931,110 
  10,023,000    Enterprise Funding Corpo- 
                 ration                        5.230      5/3/96      9,889,037 
  59,950,000    Falcon Asset Securitiza- 
                 tion Corporation              5.430      3/6/96     59,642,556 
  50,000,000    General Electric Capital 
                 Corporation                   5.520     4/11/96     49,463,334 
  50,000,000    General Electric Capital 
                 Corporation                   5.520     4/12/96     49,455,667 
  10,000,000    McKenna Triangle National 
                 Corporation                   5.410     3/12/96      9,939,889 
  43,000,000    McKenna Triangle National 
                 Corporation                   5.400     3/14/96     42,729,100 
  44,944,000    McKenna Triangle National 
                 Corporation                   5.220      5/1/96     44,357,481 
  35,000,000    Merrill Lynch & Company, 
                 Inc.                          5.680     2/29/96     34,914,955 
  50,000,000    Merrill Lynch & Company, 
                 Inc.                          5.700     2/29/96     49,708,757 
  50,000,000    Merrill Lynch & Company, 
                 Inc.                          5.420      4/4/96     49,525,750 
  19,394,000    Mont Blanc Capital Corpo- 
                 ration                        5.450     2/22/96     19,332,343 
  46,466,000    Mont Blanc Capital Corpo- 
                 ration                        5.450     2/29/96     46,269,036 
  24,992,000    Monte Rosa Capital Corpo- 
                 ration                        5.450     2/26/96     24,897,412 
  23,000,000    Morgan Stanley Group Inc.      5.270     4/29/96     22,703,709 
  12,150,000    Preferred Receivables 
                 Funding Corporation           5.610      3/6/96     12,085,625 
</TABLE>
                       See Notes to Financial Statements. 

                                       3
<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 

                          PRIME MONEY MARKET FUND 


<TABLE>
<CAPTION>
    FACE                                      INTEREST  MATURITY       VALUE 
    VALUE                                      RATE+      DATE        (NOTE 1) 
<S>             <C>                            <C>       <C>          <C>
                COMMERCIAL PAPER 
                 (CONTINUED) 
                COMMERCIAL PAPER -- 
                 DISCOUNT NOTES -- 
                 (CONTINUED) 
$ 20,000,000    Preferred Receivables 
                 Funding Corporation           5.580%    3/13/96   $   19,872,900 
  24,125,000    Preferred Receivables 
                 Funding Corporation           5.600     3/15/96       23,963,631 
  17,400,000    Preferred Receivables 
                 Funding Corporation           5.530     4/12/96       17,210,229 
  10,900,000    Preferred Receivables 
                 Funding Corporation           5.270     4/26/96       10,764,371 
  19,725,000    Preferred Receivables 
                 Funding Corporation           5.220      5/3/96       19,461,868 
  12,100,000    Preferred Receivables 
                 Funding Corporation           5.550     5/15/96       11,905,997 
  10,425,000    Preferred Receivables 
                 Funding Corporation           5.510     5/17/96       10,255,865 
  10,000,000    Ranger Funding Corporation     5.680     2/16/96        9,976,334 
  30,000,000    Ranger Funding Corporation     5.450      4/1/96       29,727,500 
  35,000,000    Ranger Funding Corporation     5.430      4/3/96       34,672,692 
  45,000,000    Riverwoods Funding Corpo- 
                 ration                        5.720      2/8/96       44,949,950 
  24,000,000    Riverwoods Funding Corpo- 
                 ration                        5.680     2/15/96       23,946,987 
  35,000,000    Sheffield Receivables Cor- 
                 poration                      5.660     2/16/96       34,917,459 
  18,000,000    Sigma Finance, Inc.            5.650     2/29/96       17,920,900 
  43,000,000    Sigma Finance, Inc.            5.400     3/11/96       42,748,450 
  10,500,000    Sigma Finance, Inc.            5.600     3/25/96       10,413,433 
  29,500,000    Sigma Finance, Inc.            5.420      4/9/96       29,368,553 
  20,000,000    Sigma Finance, Inc.            5.650      4/9/96       19,615,989 
  66,000,000    Sigma Finance, Inc.            5.100     7/30/96       64,317,000 
  37,000,000    Standard Credit Corpora- 
                 tion, Series I, (Dakota)      5.450      2/8/96       36,960,790 
  25,000,000    Standard Credit Corpora- 
                 tion, Series I, (Dakota)      5.700     2/13/96       24,952,500 
  25,000,000    Standard Credit Corpora- 
                 tion, Series I, (Dakota)      5.700     2/20/96       24,924,791 
  62,540,000    Standard Credit Corpora- 
                 tion, Series I, (Dakota)      5.530     2/23/96       62,328,650 
  25,000,000    Standard Credit Corpora- 
                 tion, Series I, (Dakota)      5.680     2/27/96       24,897,444 
  10,000,000    Standard Credit Corpora- 
                 tion, Series I, (Dakota)      5.500      3/8/96        9,945,000 
  35,000,000    Standard Credit Corpora- 
                 tion, Series I, (Dakota)      5.610     3/12/96       34,781,834 
                                                                    1,847,931,059 
                COMMERCIAL PAPER -- INTEREST BEARING 
                 NOTES -- 5.6% 
  25,000,000    CoreStates Capital Corpo- 
                 ration                        5.620      2/5/96       25,000,000 
  50,000,000    Goldman Sachs Group, L.P., 
                 Promissory Note               5.850      3/6/96       50,000,000 
  25,000,000    Goldman Sachs Group, L.P., 
                 Promissory Note               5.813     3/15/96       25,000,000 
  65,000,000    Goldman Sachs Group, L.P., 
                 Promissory Note               5.625      4/1/96       65,000,000 
  75,000,000    Goldman Sachs Group, L.P., 
                 Promissory Note               5.500     4/26/96       75,000,000 
                                                                      240,000,000 
                TOTAL COMMERCIAL PAPER (COST $2,087,931,059)        2,087,931,059 
</TABLE>
                       See Notes to Financial Statements. 

                                       4
<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 

                          PRIME MONEY MARKET FUND 


<TABLE>
<CAPTION>
    FACE                                      INTEREST  MATURITY       VALUE 
    VALUE                                      RATE+      DATE        (NOTE 1) 
<S>             <C>                            <C>        <C>         <C>
                BANK/CORPORATE NOTES -- 
                 30.9% 
$ 50,000,000    American Express Centurion 
                 Bank, Variable Rate           5.625%    3/15/96   $   50,000,000 
  40,000,000    American Express Centurion 
                 Bank, Variable Rate           5.625     4/12/96       40,000,000 
  25,000,000    American Express Centurion 
                 Bank, Variable Rate           5.625      5/9/96       25,000,000 
  25,000,000    American Express Centurion 
                 Bank, Variable Rate           5.598     6/21/96       25,000,000 
  25,000,000    American Express Centurion 
                 Bank, Variable Rate           5.620      2/5/97       24,997,404 
  20,000,000    Bear Stearns Companies, 
                 Inc.                          7.070     2/23/96       20,000,000 
  30,000,000    Bear Stearns Companies, 
                 Inc., Variable Rate           5.970      2/9/96       30,000,000 
  30,000,000    Bear Stearns Companies, 
                 Inc., Variable Rate           6.208     2/26/96       30,000,000 
  50,000,000    Bear Stearns Companies, 
                 Inc., Variable Rate           5.913     6/17/96       50,000,000 
  50,000,000    Bear Stearns Companies, 
                 Inc., Variable Rate           5.629    12/30/96       50,000,000 
  50,000,000    Beta Finance Inc.              6.830     3/15/96       50,000,000 
 100,000,000    Beta Finance Inc., Vari- 
                 able Rate                     5.513     1/27/97       99,950,951 
  20,000,000    CIT Group Holdings, Inc., 
                 Variable Rate                 5.560     9/26/96       19,991,917 
  20,000,000    CS First Boston, Inc., 
                 Variable Rate                 5.925      2/9/96       20,000,000 
  25,000,000    CS First Boston, Inc., 
                 Variable Rate                 5.917     2/26/96       25,000,000 
  45,000,000    CS First Boston, Inc., 
                 Variable Rate                 5.625      1/7/97       45,000,000 
  50,000,000    FCC National Bank, Dela- 
                 ware                          5.650     11/1/96       50,003,070 
  50,000,000    FCC National Bank, Dela- 
                 ware, Variable Rate           5.800     4/11/96       49,995,217 
  10,000,000    General Electric Capital 
                 Corporation                   6.550     3/25/96       10,007,833 
  10,000,000    General Electric Capital 
                 Corporation                   5.163     1/21/97       10,001,488 
  10,000,000    General Electric Capital 
                 Corporation                   5.119     1/22/97        9,997,322 
  40,000,000    Goldman Sachs Group, L.P., 
                 Variable Rate                 6.088      2/2/96       40,000,000 
  10,000,000    Goldman Sachs Group, L.P., 
                 Variable Rate                 5.750     1/27/97       10,025,072 
  50,000,000    Merrill Lynch & Company, 
                 Inc., Variable Rate           5.860     3/13/96       50,009,768 
  50,000,000    Merrill Steers Enhanced 
                 Trust 96, Series A-20, 
                 Variable Rate                 5.625     3/15/96       50,000,000 
  25,000,000    NationsBank of Texas           7.050      2/8/96       25,000,000 
  44,000,000    Paccar Financial Corpora- 
                 tion                          6.300     5/14/96       44,008,404 
  10,000,000    SMM Trust 95-D, Variable 
                 Rate                          5.550    10/28/96       10,000,000 
 161,500,000    SMM Trust 95-I, Variable 
                 Rate                          5.583     5/29/96      161,497,796 
  25,000,000    Southtrust Bank, Alabama, 
                 Variable Rate                 5.555      1/8/97       24,988,567 
  25,000,000    Southtrust Bank, Alabama, 
                 Variable Rate                 5.595      1/8/97       24,993,095 
  25,000,000    Southtrust Bank, Alabama, 
                 Variable Rate                 5.595     1/13/97       24,993,084 
  82,000,000    Toyota Motor Credit Corpo- 
                 ration, Variable Rate         5.550      9/3/96       81,956,654 
  35,700,000    Wachovia Bank of North 
                 Carolina, N.A.                4.625     5/15/96       35,554,294 
                TOTAL BANK/CORPORATE NOTES (COST $1,317,971,936)    1,317,971,936 
                CERTIFICATES OF DEPOSIT -- 
                 2.7% 
  65,000,000    Harris Trust & Savings 
                 Bank                          5.490     2/23/96       64,999,572 
  15,000,000    NBD Bank N.A.                  5.520      2/2/96       14,999,997 
  35,000,000    NBD Bank N.A.                  5.500      2/5/96       34,999,945 
                TOTAL CERTIFICATES OF DEPOSIT (COST $114,999,514)     114,999,514 
</TABLE>
                       See Notes to Financial Statements. 

                                       5
<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 

                          PRIME MONEY MARKET FUND 


<TABLE>
<CAPTION>
    FACE                                      INTEREST  MATURITY       VALUE 
    VALUE                                      RATE       DATE        (NOTE 1) 
<S>             <C>                            <C>        <C>       <C>
                TIME DEPOSIT -- 2.3% 
                 (COST $100,000,000) 
$100,000,000    Huntington National Bank       5.750%     2/1/96    $100,000,000 
                U.S. GOVERNMENT AGENCY OBLIGATIONS -- 
                 1.2% 
  10,000,000    Federal Home Loan Bank, 
                 Variable Rate                 5.730      5/8/97      10,009,541 
  40,000,000    Federal National Mortgage 
                 Association, Variable 
                 Rate                          6.100     10/7/96      40,000,000 
                TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 
                 (COST $50,009,541)                                   50,009,541 

                REPURCHASE AGREEMENTS -- 
                 14.9% 
 200,000,000    Agreement with BZW Securities Inc. dated 1/31/96 
                 bearing 6.020% to be repurchased at $200,033,444 
                 on 2/1/96, collateralized by $238,392,950 of 
                 various U.S. Government Agency Obligations with 
                 various maturities and interest rates (market 
                 value -- $204,000,001)                              200,000,000 
 134,514,000    Agreement with CS First Boston, Inc. dated 
                 1/31/96 bearing 6.030% to be repurchased at 
                 $134,536,531 on 2/1/96, collateralized by 
                 $147,350,000 Federal National Mortgage Associa- 
                 tion, 6.365% due 4/1/34 (market value -- 
                 $138,215,066)                                       134,514,000 
 300,000,000    Agreement with UBS Securities, Inc. dated 1/31/96 
                 bearing 6.000% to be repurchased at $300,050,000 
                 on 2/1/96, collateralized by $511,465,089 of 
                 various U.S. Government Agency Obligations with 
                 various maturities and interest rates (market 
                 value -- $306,003,815)                              300,000,000 
                TOTAL REPURCHASE AGREEMENTS (COST $634,514,000)      634,514,000 
</TABLE>

<TABLE>
<CAPTION>
<S>                                                 <C>           <C>
 TOTAL INVESTMENTS (COST $4,305,426,050*)           100.9%         4,305,426,050 
OTHER ASSETS AND LIABILITIES (NET)                   (0.9)           (36,699,586) 
TOTAL NET ASSETS                                    100.0%        $4,268,726,464 
</TABLE>


* Aggregate cost for Federal tax purposes. 
+ For Commercial Paper -- Discount Notes, the interest rate represents an- 
  nualized yield at date of purchase (unaudited). 

                     See Notes to Financial Statements. 
 
                                        6
<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS 
JANUARY 31, 1996 

                       PRIME VALUE MONEY MARKET FUND 


<TABLE>
<CAPTION>
    FACE                                      INTEREST  MATURITY       VALUE 
    VALUE                                      RATE+      DATE        (NOTE 1) 
 <S>            <C>                            <C>       <C>       <C>
                COMMERCIAL PAPER -- 46.0% 
                COMMERCIAL PAPER--DISCOUNT 
                 NOTES--42.4% 
 $10,000,000    AB Spintab-Swedmortgage        5.650%    3/20/96   $     9,924,666 
  30,000,000    AB Spintab-Swedmortgage        5.700     3/21/96       29,767,250 
  10,000,000    AB Spintab-Swedmortgage        5.700     3/25/96        9,916,083 
  20,000,000    AB Spintab-Swedmortgage        5.580     4/16/96       19,767,500 
  50,000,000    AB Spintab-Swedmortgage        5.490     4/18/96       49,412,875 
  26,500,000    AB Spintab-Swedmortgage        5.500     4/19/96       26,184,208 
  20,000,000    AB Spintab-Swedmortgage        5.380     4/23/96       19,754,911 
  25,106,000    Atlantic Asset Securitiza- 
                 tion Corporation              5.580      2/1/96       25,106,000 
  75,457,000    Atlantic Asset Securitiza- 
                 tion Corporation              5.520     2/13/96       75,318,159 
  52,139,000    Atlantic Asset Securitiza- 
                 tion Corporation              5.520     2/14/96       52,035,070 
  41,000,000    Countrywide Funding Corpo- 
                 ration                        5.550     2/12/96       40,930,471 
  36,100,000    Countrywide Funding Corpo- 
                 ration                        5.590     2/14/96       36,027,128 
  73,000,000    Countrywide Funding Corpo- 
                 ration                        5.540     2/15/96       72,842,726 
  50,000,000    Falcon Asset Securitiza- 
                 tion Corporation              5.430      3/6/96       49,743,583 
  25,000,000    Ford Motor Credit Company      5.650     2/21/96       24,921,528 
  50,000,000    Ford Motor Credit Company      5.400     2/27/96       49,805,000 
  50,000,000    General Electric Capital 
                 Corporation                   5.520     4/12/96       49,455,667 
  23,500,000    General Motors Acceptance 
                 Corporation                   5.740      2/5/96       23,485,012 
  44,000,000    General Motors Acceptance 
                 Corporation                   5.560      5/1/96       43,388,400 
  55,000,000    Merrill Lynch & Company, 
                 Inc.                          5.680     2/29/96       54,757,022 
  50,000,000    Merrill Lynch & Company, 
                 Inc.                          5.420      4/4/96       49,525,750 
  14,987,000    Monte Rosa Capital Corpo- 
                 ration                        5.450     2/28/96       14,925,741 
  10,000,000    Nationwide Building Soci- 
                 ety                           5.580      5/3/96        9,857,400 
  30,000,000    Nationwide Building Soci- 
                 ety                           5.050      7/2/96       29,364,542 
  34,495,000    Old Line Funding Corpora- 
                 tion                          5.600      2/2/96       34,489,634 
  55,535,000    Old Line Funding Corpora- 
                 tion                          5.600      2/9/96       55,465,890 
  46,350,000    Old Line Funding Corpora- 
                 tion                          5.600     2/15/96       46,249,060 
  40,747,000    Old Line Funding Corpora- 
                 tion                          5.480     2/20/96       40,629,151 
  18,150,000    Preferred Receivables 
                 Funding Corporation           5.600      3/8/96       18,048,360 
  10,000,000    Ranger Funding Corporation     5.410     3/29/96        9,914,342 
  30,000,000    Standard Credit Corpora- 
                 tion, Series I, (Dakota)      5.420     2/22/96       29,905,150 
  35,000,000    Swedbank Inc.                  5.410     4/15/96       34,610,780 
  11,591,000    Windmill Funding Corpora- 
                 tion                          5.500     2/21/96       11,555,583 
  30,000,000    Windmill Funding Corpora- 
                 tion                          5.470     2/28/96       29,876,925 
                                                                    1,176,961,567 
</TABLE>
                       See Notes to Financial Statements. 

                                       7

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 

                       PRIME VALUE MONEY MARKET FUND 


<TABLE>
<CAPTION>
    FACE                                      INTEREST  MATURITY       VALUE 
    VALUE                                      RATE       DATE        (NOTE 1) 
 <S>            <C>                            <C>        <C>         <C>
                COMMERCIAL PAPER 
                 (CONTINUED) 
                COMMERCIAL PAPER -- INTEREST 
                 BEARING NOTES -- 3.6% 
 $25,000,000    Goldman Sachs Group, L.P., 
                 Promissory Note               5.813%    3/15/96   $   25,000,000 
  25,000,000    Goldman Sachs Group, L.P., 
                 Promissory Note               5.625      4/1/96       25,000,000 
  50,000,000    Goldman Sachs Group, L.P., 
                 Promissory Note               5.500     4/26/96       50,000,000 
                                                                      100,000,000 
                TOTAL COMMERCIAL PAPER (COST $1,276,961,567)        1,276,961,567 
                BANK/CORPORATE NOTES -- 
                 44.9% 
  25,000,000    American Express Centurion 
                 Bank, Variable Rate           5.625      5/9/96       25,000,000 
  25,000,000    American Express Centurion 
                 Bank, Variable Rate           5.625      7/8/96       25,000,000 
  25,000,000    American Express Centurion 
                 Bank, Variable Rate           5.620      2/5/97       24,997,404 
  25,000,000    American Express Centurion 
                 Bank, Variable Rate           5.595     2/12/97       24,992,768 
  25,000,000    Bank of New York, Dela- 
                 ware, Variable Rate           5.650    10/25/96       25,000,000 
  10,000,000    Bear Stearns Companies, 
                 Inc.                          7.070     2/23/96       10,000,000 
  30,000,000    Bear Stearns Companies, 
                 Inc., Variable Rate           5.970      2/9/96       30,000,000 
  30,000,000    Bear Stearns Companies, 
                 Inc., Variable Rate           6.208     2/26/96       30,000,000 
  50,000,000    Bear Stearns Companies, 
                 Inc., Variable Rate           5.913     6/17/96       50,000,000 
  50,000,000    Bear Stearns Companies, 
                 Inc., Variable Rate           5.702     7/12/96       50,000,000 
  35,000,000    CS First Boston, Inc.          5.625      1/7/97       35,000,000 
  25,000,000    CS First Boston, Inc., 
                 Variable Rate                 5.925      2/9/96       25,000,000 
  25,000,000    CS First Boston, Inc., 
                 Variable Rate                 5.917     2/26/96       25,000,000 
  25,000,000    Comerica Bank, Variable 
                 Rate                          5.500    10/28/96       25,000,000 
  50,000,000    FCC National Bank, Dela- 
                 ware, Variable Rate           5.800     4/11/96       49,995,217 
  40,000,000    First Bank South Dakota, 
                 Variable Rate                 5.575      2/5/96       39,999,787 
  23,000,000    First of America Bank, 
                 Michigan                      6.530     4/17/96       23,018,247 
  50,000,000    First of America Bank, 
                 Michigan                      5.360     4/23/96       50,001,034 
  25,000,000    First of America Bank, 
                 Michigan                      6.570     4/30/96       25,001,092 
  25,000,000    First National Bank of 
                 Baltimore                     5.720    10/31/96       25,009,999 
  39,000,000    First National Bank of 
                 Baltimore, Variable Rate      5.688    10/23/96       39,000,000 
   9,000,000    Ford Motor Credit Company      7.375     1/15/97        9,173,726 
   6,000,000    General Motors Acceptance 
                 Corporation                   6.375     5/23/96        5,995,652 
   8,000,000    General Motors Acceptance 
                 Corporation                   6.625     5/24/96        8,016,739 
  15,000,000    General Motors Acceptance 
                 Corporation                   5.650     6/18/96       14,984,788 
   5,000,000    General Motors Acceptance 
                 Corporation                   5.150    11/25/96        4,966,703 
  40,000,000    Goldman Sachs Group, L.P., 
                 Variable Rate                 6.088      2/2/96       40,000,000 
</TABLE>
                       See Notes to Financial Statements. 

                                       8

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 

                       PRIME VALUE MONEY MARKET FUND 


<TABLE>
<CAPTION>
    FACE                                      INTEREST  MATURITY       VALUE 
    VALUE                                      RATE       DATE        (NOTE 1) 
<S>             <C>                            <C>       <C>          <C>
                BANK/CORPORATE NOTES 
                 (CONTINUED) 
$150,000,000    Household Credit Card, 
                 Trust 96, Series A4, 
                 Variable Rate                 5.655%    1/15/97   $  150,000,000 
  50,000,000    Merrill Steers Enhanced 
                 Trust 96, Series A-20, 
                 Variable Rate                 5.625     3/15/96       50,000,000 
  25,000,000    NationsBank of Texas           7.050      2/8/96       25,000,000 
  50,000,000    PHH Corporation, Variable 
                 Rate                          5.630     9/16/96       49,996,893 
  30,000,000    PNC Bank NA, Variable Rate     5.575     5/20/96       29,995,668 
  50,000,000    PNC Bank NA, Variable Rate     5.549      1/6/97       49,963,856 
  25,000,000    Southtrust Bank, Alabama, 
                 Variable Rate                 5.603     4/19/96       24,999,397 
  25,000,000    Southtrust Bank, Alabama, 
                 Variable Rate                 5.555      1/8/97       24,988,567 
  25,000,000    Southtrust Bank, Alabama, 
                 Variable Rate                 5.595      1/8/97       24,993,095 
  25,000,000    Southtrust Bank, Alabama, 
                 Variable Rate                 5.595     1/13/97       24,993,084 
  50,000,000    SMM Trust 95-1, Variable 
                 Rate                          5.645     6/17/96       49,993,973 
                TOTAL BANK/CORPORATE NOTES (COST $1,245,077,689)    1,245,077,689 
                TIME DEPOSIT -- 3.6% (COST 
                 $100,000,000) 
 100,000,000    HUNTINGTON NATIONAL BANK       5.750      2/1/96      100,000,000 
                U.S. GOVERNMENT AGENCY OBLIGATION -- 
                 1.1% (COST $30,000,000) 
  30,000,000    Federal National Mortgage 
                 Association, 
                 Variable Rate                 6.100     10/7/96       30,000,000 
                REPURCHASE AGREEMENT -- 6.4% (COST $178,764,000) 
 178,764,000    Agreement with CS First Boston, Inc. dated 
                 1/31/96 bearing 6.030% to be repurchased at 
                 $178,793,943 on 2/1/96, collateralized by 
                 $226,798,776 of various U.S. Government Agency 
                 Obligations with various maturities and interest 
                 rates (market value -- $185,460,514)                 178,764,000 
</TABLE>

<TABLE>
<CAPTION>
<S>                                                  <C>         <C>
 TOTAL INVESTMENTS (COST $2,830,803,256*)            102.0%        2,830,803,256 
OTHER ASSETS AND LIABILITIES (NET)                    (2.0)          (56,040,828) 
TOTAL NET ASSETS                                     100.0%      $2,774,762,428 

</TABLE>


* Aggregate cost for Federal tax purposes. 
+ For Commercial Paper -- Discount Notes, the interest rate represents an- 
  nualized yield at date of purchase (unaudited). 

                    See Notes to Financial Statements. 

                                       9

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS
JANUARY 31, 1996 

                 GOVERNMENT OBLIGATIONS MONEY MARKET FUND 


<TABLE>
<CAPTION>
    FACE                                      INTEREST  MATURITY       VALUE 
    VALUE                                      RATE+      DATE        (NOTE 1) 
 <S>            <C>                            <C>       <C>        <C>
                U.S. GOVERNMENT AGENCY OBLIGATIONS -- 
                 38.6% 
                FEDERAL HOME LOAN BANK 
                 (FHLB): 
 $10,000,000    FHLB, Discount Note            5.800%     2/1/96    $ 10,000,000 
   5,000,000    FHLB, Discount Note            5.190     4/24/96       4,940,171 
   5,000,000    FHLB, Variable Rate            6.030      2/3/97       5,000,000 
   7,500,000    FHLB, Variable Rate            5.730      5/8/97       7,507,155 
                                                                      27,447,326 
                FEDERAL HOME LOAN MORTGAGE CORPORATION 
                 (FHLMC): 
   5,000,000    FHLMC, Discount Note           5.360     2/20/96       4,985,855 
   7,770,000    FHLMC, Discount Note           5.190     3/13/96       7,724,073 
                                                                      12,709,928 
                FEDERAL NATIONAL MORTGAGE 
                 ASSOCIATION (FNMA): 
   5,000,000    FNMA, Discount Note            5.160     4/12/96       4,949,117 
   5,000,000    FNMA, Medium-Term Note         6.460     3/27/96       5,004,645 
   5,000,000    FNMA, Medium-Term Note, 
                 Variable Rate                 6.100     10/7/96       5,000,000 
                                                                      14,953,762 
                TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 
                 (COST $55,111,016)                                   55,111,016 
                REPURCHASE AGREEMENT--61.5% (COST $87,768,000) 
  87,768,000    Agreement with CS First Boston, Inc. dated 
                 1/31/96 bearing 6.030% to be repurchased at 
                 $87,782,701 on 2/1/96, collateralized by 
                 $97,295,000 of various U.S. Government Agency 
                 Obligations with various maturities and interest 
                 rates (market value -- $89,910,658)                  87,768,000 
</TABLE>

<TABLE>
<CAPTION>
<S>                                                  <C>            <C>
 TOTAL INVESTMENTS (COST $142,879,016*)              100.1%          142,879,016 
OTHER ASSETS AND LIABILITIES (NET)                    (0.1)             (123,622) 
NET ASSETS                                           100.0%         $142,755,394 


</TABLE>


 * Aggregate cost for Federal tax purposes. 
 + For Discount Notes, the interest rate represents annualized yield at 
   date of purchase (unaudited). 

                      See Notes to Financial Statements. 

                                       10

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS
JANUARY 31, 1996 

                           CASH MANAGEMENT FUND 


<TABLE>
<CAPTION>
    FACE                                      INTEREST  MATURITY       VALUE 
    VALUE                                      RATE       DATE        (NOTE 1) 
 <S>            <C>                            <C>        <C>        <C>

                U.S. GOVERNMENT AGENCY OBLIGATION -- 
                 90.1% (COST $1,000,000) 
                FEDERAL HOME LOAN BANK 
                 (FHLB): 
 $ 1,000,000    FHLB, Variable Rate            6.030%     2/3/97     $1,000,000 
                REPURCHASE AGREEMENT--10.6% (COST $118,000) 
     118,000    Agreement with Lehman Brothers Government Securi- 
                 ties Inc. dated 1/31/96 bearing 5.900% to be 
                 repurchased at $118,019 on 2/1/96, 
                 collateralized by $120,000 U.S. Treasury Note, 
                 6.375% due 7/15/99 (market value -- $124,387)          118,000 
</TABLE>

<TABLE>
<CAPTION>
<S>                                                   <C>             <C>
 TOTAL INVESTMENTS (COST $1,118,000*)                 100.7%           1,118,000 
OTHER ASSETS AND LIABILITIES (NET)                     (0.7)              (8,337) 
NET ASSETS                                            100.0%          $1,109,663 

</TABLE>


* Aggregate cost for Federal tax purposes. 

                    See Notes to Financial Statements. 

                                       11

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS
JANUARY 31, 1996 

                 TREASURY INSTRUMENTS MONEY MARKET FUND II 


<TABLE>
<CAPTION>
                                            ANNUALIZED 
                                             YIELD AT 
                                             DATE OF 
    FACE                                     PURCHASE    MATURITY       VALUE 
    VALUE                                  (UNAUDITED)     DATE       (NOTE 1) 
 <S>            <C>                        <C>            <C>       <C>
                U.S. TREASURY 
                 OBLIGATIONS--50.6% 
 $20,000,000    U.S. Treasury Bills           5.680%       2/8/96   $ 19,979,389 
  25,000,000    U.S. Treasury Bills           5.290       2/22/96     24,922,854 
   5,000,000    U.S. Treasury Bills           5.980        3/7/96      4,970,931 
  25,000,000    U.S. Treasury Bills           5.290       3/14/96     24,845,708 
  10,000,000    U.S. Treasury Bills           5.775        4/4/96      9,898,938 
  35,000,000    U.S. Treasury Bills           5.280       4/11/96     34,640,666 
                TOTAL U.S. TREASURY OBLIGATIONS 
                 (COST $119,258,486)                                 119,258,486 
                REPURCHASE AGREEMENTS--49.6% 
  56,933,000    Agreement with Chase Securities Inc. dated 1/31/96 
                 bearing 5.900% to be repurchased at $56,942,331 
                 on 2/1/96, collateralized by $59,940,000 U.S. 
                 Treasury Bills due 3/14/96 (market value -- 
                 $58,074,068)                                         56,933,000 
  60,000,000    Agreement with Goldman Sachs Group L.P. dated 
                 1/31/96 bearing 5.850% to be repurchased at 
                 $60,009,750 on 2/1/96, collateralized by 
                 $61,562,000 U.S. Treasury Bills due 3/14/96 
                 (market value -- $61,200,200)                        60,000,000 
                TOTAL REPURCHASE AGREEMENTS (COST $116,933,000)      116,933,000 
</TABLE>

<TABLE>
<CAPTION>
<S>                                                  <C>           <C>
 TOTAL INVESTMENTS (COST $236,191,486*)              100.2%          236,191,486 
OTHER ASSETS AND LIABILITIES (NET)                    (0.2)             (407,797) 
NET ASSETS                                           100.0%        $ 235,783,689 

</TABLE>


* Aggregate cost for Federal tax purposes. 

                    See Notes to Financial Statements. 

                                       12

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS 
JANUARY 31, 1996 
                        TAX-FREE MONEY MARKET FUND 


<TABLE>
<CAPTION>
   FACE                                                                 VALUE 
   VALUE                                                              (NOTE 1) 
<S>            <C>                                                    <C>
               MUNICIPAL BONDS AND NOTES -- 98.4% 
               ALABAMA -- 4.7% 
$4,200,000     Phenix City, Alabama, Industrial Development 
                Board, (Georgia Kraft Project), (Canadian Impe- 
                rial Bank of Commerce, LOC), 
                3.800% due 12/1/15+                                  $ 4,200,000 
               ALASKA -- 2.1% 
 1,900,000     Alaska State, Housing Finance Corporation, Series 
                A, (Credit Suisse/ Westdeustche Landesbank, 
                BPA), 
                3.100% due 6/1/26+++                                   1,900,000 
               ARIZONA -- 3.9% 
               Maricopa County, Arizona: 

 1,200,000      Pollution Control Revenue, (Arizona Public Ser- 
                vice Company), Series F, (Bank of America, LOC), 
                3.700% due 5/1/29+                                     1,200,000 

   500,000      Tax Anticipation Notes, 
                4.500% due 7/31/96                                       501,601 
 1,800,000     Tempe, Arizona, Industrial Development Authority, 
                Multi-family Housing Revenue, (Elliots Crossing 
                Project), (Citibank, LOC), 
                3.150% due 10/1/08+++                                  1,800,000 
                                                                       3,501,601 
               CALIFORNIA -- 4.5% 
 4,000,000     California State, Revenue Anticipation Warrants, 
                Series C, 
                (Bank of America, LOC), 
                5.750% due 4/25/96                                     4,011,002 
               COLORADO -- 0.9% 
   825,000     Colorado State, Student Obligation Bond, Student 
                Loan Revenue, Series C, (SLMA, LOC), 
                3.050% due 9/1/02+++                                     825,000 
               DISTRICT OF COLUMBIA -- 2.3% 
 2,070,000     District of Columbia, Housing Finance Agency, 
                Multi-family Housing Revenue, (NationsBank Cor- 
                poration of Virginia, LOC), 
                4.125% due 7/1/97++                                    2,070,614 
               FLORIDA -- 12.0% 
 1,300,000     Jacksonville, Florida, Health Facilities Author- 
                ity, Hospital Revenue, (Baptist Medical Center 
                Project), (MBIA Insured), (Sun Bank N.A., BPA), 
                3.700% due 6/1/08+                                     1,300,000 
 2,500,000     Jacksonville, Florida, Industrial Development Rev- 
                enue, (Trailer Marine Project), (Bank of Amer- 
                ica, LOC), 
                3.600% due 2/1/14++++                                  2,500,000 
</TABLE>
                       See Notes to Financial Statements. 

                                       13

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 
                        TAX-FREE MONEY MARKET FUND 


<TABLE>
<CAPTION>
   FACE                                                                 VALUE 
   VALUE                                                              (NOTE 1) 
<S>            <C>                                                    <C>
               MUNICIPAL BONDS AND NOTES (CONTINUED) 
               FLORIDA (CONTINUED) 
$   100,000    Marion County, Florida, Industrial Development Au- 
                thority Revenue, Charter Springs Hospital, 
                (Bankers Trust Company, LOC), 
                3.250% due 7/1/04+++                                 $   100,000 
               Orange County, Florida, Health Facilities Author- 
                ity Revenue: 

 2,600,000      Series C-46, (MBIA Insured), (Sakura Bank, BPA), 
                4.950% due 10/1/08+++                                  2,600,000 

 1,640,000      Series D, (Citibank, BPA), 
                3.600% due 12/1/05++                                   1,640,000 
 1,000,000     Palm Beach County, Florida, School District, Tax 
                Anticipation Notes, 
                4.500% due 9/27/96                                     1,004,183 
 1,600,000     University Athletic Association Inc., Capital Im- 
                provement Revenue, (University of Florida Sta- 
                dium Project), (Sun Bank N.A., LOC), 
                3.400% due 2/1/20+                                     1,600,000 
                                                                      10,744,183 
               GEORGIA -- 1.7% 
 1,500,000     Georgia State, Municipal Electric Authority, Sub- 
                ordinate General Resolution Note, Series B, 
                (Credit Suisse, LOC), 
                4.250% due 6/1/20++                                    1,500,719 
               ILLINOIS -- 5.8% 
 1,100,000     Chicago, Illinois, Adjustable Rate Tender Notes, 
                Series A, (Morgan Guaranty Trust Company, LOC), 
                3.750% due 10/31/96++                                  1,100,000 
 1,000,000     Cook County, Illinois, Municipal Securities, Trea- 
                sury Receipts, Series SGA-3, (MBIA Insured), 
                (Societe Generale, BPA), 
                3.300% due 11/15/23+++                                 1,000,000 
               Illinois Health Facilities Authority Revenue: 

 1,075,000      (Bensenville Home Society), Series A, 
                (American National Bank & Trust Company, LOC), 
                3.200% due 2/15/19+++                                  1,075,000 

 2,000,000      Series A, 
                3.900% due 8/1/15++                                    2,000,000 
                                                                       5,175,000 
               LOUSIANA -- 6.3% 
 4,000,000     Ascension Parish, Louisiana, Pollution Control 
                Revenue, 
                (Shell Oil Company Project), (Shell Oil Company, 
                GTC), 
                3.600% due 9/1/23+                                     4,000,000 
 1,100,000     Lake Charles, Louisiana, Port Facilities Revenue, 
                (Citgo Petroleum Corporation), (Westdeutsche 
                Landesbank, LOC), 
                3.150% due 8/1/07+++                                   1,100,000 
</TABLE>
                       See Notes to Financial Statements. 

                                       14

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 
                        TAX-FREE MONEY MARKET FUND 


<TABLE>
<CAPTION>
   FACE                                                                 VALUE 
   VALUE                                                              (NOTE 1) 
<S>            <C>                                                    <C>
               MUNICIPAL BONDS AND NOTES (CONTINUED) 
               LOUSIANA (CONTINUED) 
$  500,000     Louisiana Public Facilities Authority, Hospital 
                Revenue, (Willis-Knighton Medical Project), 
                (AMBAC Insured), (Mellon Bank N.A., BPA), 
                3.100% due 9/1/23+++                                 $  500,000 
                                                                      5,600,000 

               MARYLAND -- 2.0% 
 1,800,000     Frederick County, Maryland, (Sheppard Pratt Resi- 
                dential Project), (Societe Generale, LOC), 
                3.100% due 7/1/25+++                                  1,800,000 

               MASSACHUSETTS -- 3.2% 
 1,850,000     Fall River, Massachusetts, Revenue Anticipation 
                Notes, (Fleet National Bank, BPA), 
                4.250% due 6/28/96                                    1,855,239 

 1,000,000     Massachusetts State Water Pollution Abatement, 
                Loan Program, Series 2, 
                4.400% due 2/1/97                                     1,009,217 

                                                                      2,864,456 

               MICHIGAN -- 2.4% 
   200,000     Dearborn, Michigan, Economic Development Corpora- 
                tion Revenue, (Oakbrook Common Project), Limited 
                Obligation, (Mellon Bank N.A., LOC), 
                3.150% due 3/1/25+++                                    200,000 

 2,000,000     Detroit, Michigan, City School District, State 
                School Aid Notes, 
                4.500% due 5/1/96                                     2,003,108 

                                                                      2,203,108 

               MINNESOTA -- 1.8% 
 1,600,000     Minnesota State, Housing Finance Agency, Single 
                Family Mortgage Revenue, Series T, 
                3.500% due 1/1/17++                                   1,600,000 

               MISSOURI -- 2.0% 
   750,000     Missouri State Health & Educational Facilities Au- 
                thority Revenue, (Sisters of Mercy Health Sys- 
                tems), Series A, 
                3.600% due 12/1/96                                      750,000 

 1,000,000     Osage Beach, Missouri, Industrial Development Au- 
                thority, (NationsBank Corporation of Georgia, 
                LOC), 
                3.800% due 1/1/11++++                                 1,000,000 

                                                                      1,750,000 

               NEW JERSEY -- 3.9% 
 2,000,000     Camden County, New Jersey, Bond Anticipation 
                Notes, Series A, 
                5.250% due 2/14/96                                    2,000,305 

 1,000,000     Jersey City, New Jersey, Bond Anticipation Notes, 
                General Obligation, 
                4.750% due 9/27/96                                    1,004,760 
</TABLE>
                       See Notes to Financial Statements. 

                                       15

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 
                        TAX-FREE MONEY MARKET FUND 


<TABLE>
<CAPTION>
   FACE                                                                 VALUE 
   VALUE                                                              (NOTE 1) 
<S>            <C>                                                    <C>
               MUNICIPAL BONDS AND NOTES (CONTINUED) 
               NEW JERSEY -- 3.9% 
$   500,000    New Jersey State Housing and Mortgage Finance 
                Agency, Long Option Period, Series C-76, (MBIA 
                Insured), (Citibank, BPA), 
                3.900% due 10/1/15++                                 $  500,000 
                                                                      3,505,065 
               NEW MEXICO -- 3.3% 
 1,000,000     Eddy County, New Mexico, Pollution Control Reve- 
                nue, (IMC Fertilizer Inc. Project), (Rabobank 
                Nederland, LOC), 
                3.100% due 2/1/03+++                                  1,000,000 
 1,950,000     New Mexico, Mortgage Finance Authority, Long Op- 
                tion Period, Series B, (FGIC Insured), 
                3.500% due 7/1/17++                                   1,950,000 
                                                                      2,950,000 
               NEW YORK -- 5.6% 
 1,000,000     Nassau County, New York, Tax Anticipation Notes, 
                Series B, General Obligation, 
                4.500% due 4/15/96                                    1,001,187 
 1,000,000     New York, New York, General Obligation, Series 
                B-8, (Mitsubishi Bank Ltd., LOC), 
                3.350% due 8/15/24+++                                 1,000,000 
 3,000,000     New York, New York, Revenue Anticipation Notes, 
                Series B, (Bank of Nova Scotia, Canadian Impe- 
                rial Bank of Commerce, Chemical Bank, Citibank, 
                Commerzbank AG, Morgan Guaranty Trust Company, 
                Union Bank of Switzerland, LOC), 
                4.750% due 6/28/96                                    3,013,932 
                                                                      5,015,119 
               NORTH CAROLINA -- 0.9% 
   800,000     Greensboro, North Carolina, Enterprise Systems 
                Revenue, Series B, (Credit Locale de France, 
                LOC), 
                3.000% due 6/1/22+++                                    800,000 
               OHIO -- 0.9% 
   800,000     Clermont County, Ohio, Hospital Facilities Reve- 
                nue, Series B, (Mercy Health Systems, GTC), 
                3.200% due 9/1/21+++                                    800,000 
               OKLAHOMA -- 1.7% 
 1,500,000     Oklahoma State, Water Resource Board, (Swiss Bank, 
                New York, BPA), 
                3.800% due 9/1/24++                                   1,500,000 
</TABLE>
                       See Notes to Financial Statements. 

                                       16

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 
                        TAX-FREE MONEY MARKET FUND 


<TABLE>
<CAPTION>
   FACE                                                                 VALUE 
   VALUE                                                              (NOTE 1) 
<S>            <C>                                                    <C>
               MUNICIPAL BONDS AND NOTES (CONTINUED) 
               PENNSYLVANIA -- 4.8% 
$1,200,000     Berks County, Pennsylvania, Industrial Development 
                Authority, (Lutheran Home at Topton Project), 
                (Meridian Bank, LOC), 
                3.475% due 9/1/25+++                                 $ 1,200,000 
 2,065,000     Pennsylvania State Housing Finance Agency, Single 
                Family Housing Revenue, Series N, (Bank of Amer- 
                ica, BPA), 
                3.900% due 4/1/08++                                    2,065,000 
 1,000,000     Philadelphia, Pennsylvania, School District Tax 
                and Revenue Anticipation Notes, General Obliga- 
                tion, 
                4.500% due 6/28/96                                     1,002,145 
                                                                       4,267,145 
               RHODE ISLAND -- 0.6% 
   500,000     Cranston, Rhode Island, General Obligation, (MBIA 
                Insured), 
                5.400% due 6/15/96                                       502,680 
               SOUTH CAROLINA -- 2.3% 
   700,000     Rock Hill, South Carolina, Utility Systems Reve- 
                nue, (FGIC Insured), (FGIC, BPA), 
                3.150% due 1/1/22+++                                     700,000 
   350,000     South Carolina Jobs and Economic Development Au- 
                thority, Hospital Facilities Revenue, (Florence 
                Housing Project), Series A, 
                (Credit Commerciale de France, LOC), 
                3.250% due 11/1/07+++                                    350,000 
 1,000,000     South Carolina State, Public Service Authority, 
                Electric Revenue and Electric Systems, Pre- 
                refunded, 
                7.000% due 7/1/96                                      1,012,950 
                                                                       2,062,950 
               SOUTH DAKOTA -- 2.3% 
 2,005,000     South Dakota Housing Development Authority, Home- 
                ownership Mortgage, Series 85-A, 
                6.500% due 5/1/96                                      2,019,517 
               TEXAS -- 5.8% 
               San Antonio, Texas, Airport Systems Revenue, Long 
                Option Period, (AMBAC Insured), (Citibank, BPA): 

 2,000,000      CR-129, 
                3.900% due 7/1/11++                                    2,000,000 

 2,500,000      CR-130, 
                3.900% due 7/1/12+++                                   2,500,000 
   700,000     Tarrant County, Texas, Health Facilities Develop- 
                ment Corporation, Health System Revenue, Harris 
                Methodist Health Systems, 
                (Fuji Bank Ltd., LOC), Pre-refunded, 
                4.200% due 3/1/96                                        700,000 
                                                                       5,200,000 
</TABLE>
                       See Notes to Financial Statements. 

                                       17

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 
                        TAX-FREE MONEY MARKET FUND 


<TABLE>
<CAPTION>
   FACE                                                                 VALUE 
   VALUE                                                              (NOTE 1) 
<S>            <C>                                                    <C>
               MUNICIPAL BONDS AND NOTES (CONTINUED) 
               VIRGINIA -- 1.1% 
$1,000,000     Virginia State, Public Building Authority, (Cor- 
                rectional Facilities Project), Series A, 
                6.650% due 2/1/96                                    $ 1,000,000 
               WISCONSIN -- 6.7% 
 2,000,000     Pleasant Prairie, Wisconsin, Pollution Control 
                Revenue, Series B, (Wisconsin Electric Power 
                Company, GTC), 
                3.200% due 9/1/30+++                                   2,000,000 
 2,000,000     West Milwaukee, Wisconsin, West Allis School Dis- 
                trict, Tax and Revenue Anticipation Notes, 
                4.500% due 8/21/96                                     2,006,078 
 2,000,000     Wisconsin State, Public Power Systems Revenue, Mu- 
                nicipal Securities, Treasury Receipts, Series 
                SGA-10, (AMBAC Insured), 
                (Societe Generale, BPA), 
                3.300% due 7/1/14+++                                   2,000,000 
                                                                       6,006,078 
               WYOMING -- 2.9% 
 2,600,000     Converse County, Wyoming, Pollution Control Reve- 
                nue, (Pacificorp Projects), (AMBAC Insured), 
                (Bank of New York, BPA), 
                3.800% due 11/1/24+                                    2,600,000 
</TABLE>

<TABLE>
<CAPTION>
<S>                                                   <C>            <C>
 TOTAL INVESTMENTS (COST $87,974,237*)                 98.4%          87,974,237 
OTHER ASSETS AND LIABILITIES (NET)                      1.6            1,409,568 
NET ASSETS                                            100.0%         $89,383,805 
</TABLE>


   * Aggregate cost for Federal tax purposes. 
   + Variable rate demand notes are payable upon not more than one busi- 
     ness day's notice. 
     The interest rate shown reflects the rate currently in effect. 
  ++ Put bonds and notes have demand features which mature within one 
     year. 
     The interest rate shown reflects the rate currently in effect. 
 +++ Variable rate demand notes are payable upon not more than seven busi- 
     ness days' notice. 
     The interest rate shown reflects the rate currently in effect. 
++++ Variable rate demand notes are payable upon not more than thirty 
     business days' notice. 
     The interest rate shown reflects the rate currently in effect. 

AMBAC  -- American Municipal Bond Assurance Corporation 
BPA    -- Instruments supported by bond purchase agreements 
FGIC   -- Federal Guaranty Insurance Corporation 
GTC    -- Instruments guaranteed by corporation 
LOC    -- Instruments supported by bank letter of credit 
MBIA   -- Municipal Bond Investors Assurance 
SLMA   -- Student Loan Mortgage Association 

                    See Notes to Financial Statements. 

                                       18

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 
                        TAX-FREE MONEY MARKET FUND 

NOTE: 

Approximately 76.1% of the municipal bonds and notes held by the Fund have 
credit enhancement features backing them. Such features may have been con- 
sidered by the rating agency in rating these securities. 

             SUMMARY OF MUNICIPAL BONDS BY COMBINED RATINGS # 

<TABLE>
<CAPTION>
                                                                        PERCENT 
   MOODY'S                        STANDARD & POOR'S                     OF VALUE 
<S>                              <C>                                    <C>
     Aaa                                 AAA                              12.6% 
Aa, Aa2, Aa3                             AA                                7.8 
MIG1/VMIG1/P1                    A-1/A-1+/SP-1/SP-1+                      74.3 
     NR                                  NR                                5.3 
                                                                         100.0% 
</TABLE>

    # Bonds are not necessarily rated the same by both services. 

                       See Notes to Financial Statements. 

                                       19

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS 
JANUARY 31, 1996 
                        MUNICIPAL MONEY MARKET FUND 


<TABLE>
<CAPTION>
   FACE                                                                 VALUE 
   VALUE                                                              (NOTE 1) 
<S>            <C>                                                    <C>
               MUNICIPAL BONDS AND NOTES--99.3% 
               ALABAMA--5.1% 
$7,000,000     Tuscaloosa County, Alabama, Industrial Development 
                Authority, Solid Waste Disposal Revenue, (Tus- 
                caloosa Steel Corporation Project), (Bayerische 
                Landesbank, LOC), 
                3.300% due 9/1/20+++                                 $ 7,000,000 
               ARIZONA -- 2.4% 
 3,300,000     Cochise County, Arizona, Pollution Control Corpo- 
                ration, Solid Waste Disposal Revenue, (Arizona 
                Electric Power Inc. Project), 
                3.900% due 9/1/24++                                    3,300,177 
               CALIFORNIA -- 2.4% 
 3,300,000     California State, Revenue Anticipation Warrants, 
                Series C, (Bank of America, LOC), 
                5.750% due 4/25/96                                     3,310,276 
               DISTRICT OF COLUMBIA -- 5.4% 
 5,000,000     District of Columbia, General Obligation, Series 
                B-2, (Landesbank Hessen, LOC), 
                3.600% due 6/1/03+                                     5,000,000 
 2,400,000     District of Columbia, Housing Finance Agency, 
                Multi-family Housing Revenue, (Tyler House 
                Project), (PNC Bank N.A., LOC), 
                3.550% due 8/1/25+++                                   2,400,000 
                                                                       7,400,000 
               FLORIDA -- 2.9% 
 3,000,000     Jacksonville, Florida, Health Facilities Authority 
                Revenue, (River Garden Project), (Banque 
                Paribas, LOC), 
                3.900% due 2/1/18+                                     3,000,000 
 1,000,000     St. John's County, Florida, Industrial Development 
                Authority Revenue, (Kredietbank, LOC), 
                3.450% due 12/1/16+++                                  1,000,000 
                                                                       4,000,000 
               GEORGIA -- 3.3% 
   570,000     Fulton County, Georgia, Development Authority, In- 
                dustrial Revenue, (Molnlycke Inc. Project), Se- 
                ries A, (Svenska Handelsbanken, LOC), 3.550% due 
                5/1/97+++                                                570,000 
 4,000,000     Savannah, Georgia, Economic Development Authority, 
                (Home Depot Project), Series A, (Home Depot, 
                GTC), 
                3.450% due 8/1/25+++                                   4,000,000 
                                                                       4,570,000 
               ILLINOIS -- 0.7% 
 1,000,000     Illinois Development Finance Authority Revenue, 
                (Nutrasweet Company Project), (Monsanto Company, 
                GTC), 
                3.400% due 11/1/23+++                                  1,000,000 
</TABLE>
                       See Notes to Financial Statements. 

                                       20

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 
                        MUNICIPAL MONEY MARKET FUND 


<TABLE>
<CAPTION>
   FACE                                                                 VALUE 
   VALUE                                                              (NOTE 1) 
<S>            <C>                                                    <C>
               MUNICIPAL BONDS AND NOTES (CONTINUED) 
               INDIANA -- 2.8% 
               Indiana State, Employment Development Revenue: 
$  400,000      (Double Eagle Industries Inc. Project), 
                3.650% due 1/1/13+++                                 $   400,000 
   150,000      (Mobel Project), (Credit Commerciale de France, 
                LOC), 
                3.650% due 1/1/14+++                                     150,000 
 1,300,000      (Shadeland Ventures Project), (Credit Commer- 
                ciale de France, LOC), 3.650% due 1/1/14+++            1,300,000 
 2,000,000     Tippecanoe County, Indiana, Economic Development 
                Revenue, (Consolidated Industries Corporation 
                Project), 
                (Bank of New York, LOC), 
                3.350% due 4/1/00+++                                   2,000,000 
                                                                       3,850,000 
               LOUISIANA -- 1.5% 
 2,000,000     Louisiana Public Facilities Authority Revenue, 
                Student Loan Authority, Series A-2, 
                5.300% due 9/1/96                                      2,020,094 
               MARYLAND -- 2.2% 
 3,050,000     Montgomery County, Maryland, Housing Opportunity 
                Commission, Multi-family Housing Revenue, Series 
                B, 
                3.900% due 11/14/96                                    3,050,000 
               MASSACHUSETTS -- 8.4% 
 5,000,000     Massachusetts Bay Transportation Authority, Series 
                A, 
                5.500% due 3/1/96                                      5,003,308 
               Massachusetts State, Housing Finance Agency, Hous- 
                ing Revenue: 
   500,000      Rental, Series A, (AMBAC Insured), 
                4.550% due 7/1/96                                        501,099 
 1,500,000      Series A, (MBIA Insured), 
                3.950% due 12/1/96                                     1,504,807 
 2,000,000      Single Family Mortgage Revenue, (FGIC Insured), 
                4.150% due 12/1/22++                                   2,000,000 
 2,500,000     Massachusetts State Port Authority, Series B, AMT, 
                (Landesbank Hessen, LOC), 
                3.700% due 7/1/18+                                     2,500,000 
                                                                      11,509,214 
               MICHIGAN -- 3.2% 
 3,000,000     Detroit, Michigan, City School District, State 
                School Aid Notes, 
                4.500% due 5/1/96                                      3,004,662 
 1,400,000     Midland County, Michigan, Economic Development 
                Corporation, (Dow Chemical Company Project), Se- 
                ries A, (Dow Chemical Company, GTC), 
                3.550% due 12/1/23+                                    1,400,000 
                                                                       4,404,662 
</TABLE>
                       See Notes to Financial Statements. 

                                       21

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 
                        MUNICIPAL MONEY MARKET FUND 


<TABLE>
<CAPTION>
   FACE                                                                 VALUE 
   VALUE                                                              (NOTE 1) 
<S>            <C>                                                    <C>
               MUNICIPAL BONDS AND NOTES (CONTINUED) 
               MISSISSIPPI -- 5.8% 
               Mississippi Business Financial Corporation, Indus- 
                trial Development Authority Revenue: 

$4,500,000      (Mississippi Banking Company Project), 
                (First National Bank of Maryland, LOC), 
                3.550% due 8/1/15+++                                 $ 4,500,000 

 2,000,000      (Schuller International Inc. Project), (Bank of 
                New York, LOC), 
                3.600% due 8/1/07+++                                   2,000,000 

 1,500,000      Solid Waste Disposal Revenue, (Morton Interna- 
                tional Inc. Project), Series B, (Morton Interna- 
                tional Inc., BPA), 
                3.300% due 6/1/20+++                                   1,500,000 
                                                                       8,000,000 
               MISSOURI -- 0.4% 
   500,000     Kansas City, Missouri, Industrial Development Au- 
                thority, Hospital Revenue, Research Health Ser- 
                vices System, (MBIA Insured), (Sumitomo Bank 
                Ltd., GTC), 
                3.550% due 10/15/15+                                     500,000 
               NEVADA -- 0.1% 
   100,000     Nevada State Department, Commercial Industrial De- 
                velopment Revenue, (Kinplex Project), Series A, 
                (Credit Commerciale de France, LOC), 3.350% due 
                1/1/09+++                                                100,000 
               NEW JERSEY -- 6.0% 
 3,000,000     Camden County, New Jersey, Bond Anticipation 
                Notes, Series A, 
                5.250% due 2/14/96                                     3,000,458 
               New Jersey Economic Development Authority Revenue, 
                (Wearbest Sil-Tex Mills Project), (Bank of New 
                York, LOC): 

 1,590,000      Series A, 
                3.600% due 7/1/15+++                                   1,590,000 

   800,000      Series B, 
                3.600% due 7/1/01+++                                     800,000 
 2,785,000     New Jersey State Housing and Mortgage Finance 
                Agency, Long Option Period, Series D-34, (MBIA 
                Insured), (Citibank, BPA), 
                4.000% due 10/1/19++                                   2,785,000 
                                                                       8,175,458 
               NEW MEXICO -- 0.9% 
 1,200,000     Santa Fe, New Mexico, Single Family Mortgage Reve- 
                nue, Series 95-B, (FNMA, GNMA Collateral), 
                4.000% due 11/1/28++                                   1,200,000 
</TABLE>
                       See Notes to Financial Statements. 

                                       22

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 
                        MUNICIPAL MONEY MARKET FUND 


<TABLE>
<CAPTION>
   FACE                                                                 VALUE 
   VALUE                                                              (NOTE 1) 
<S>            <C>                                                    <C>
               MUNICIPAL BONDS AND NOTES (CONTINUED) 
               NEW YORK -- 2.1% 
$2,000,000     New York, New York, Revenue Anticipation Notes, 
                Series B, (Bank of Nova Scotia, Canadian Impe- 
                rial Bank of Commerce, Chemical Bank, Citibank, 
                Commerzbank AG, Morgan Guaranty Trust Company, 
                Union Bank of Switzerland, LOC), 
                4.750% due 6/28/96                                   $ 2,010,866 
   815,000     New York State Job Development Authority Revenue, 
                Series B, 
                3.600% due 3/1/03+                                       815,000 
                                                                       2,825,866 
               OHIO -- 2.2% 
 3,000,000     Ohio State, Water Development Authority, Pollution 
                Control Facilities Revenue, (Ohio Edison Company 
                Project), Series A, (Union Bank of Switzerland, 
                LOC), 
                4.750% due 5/1/18++                                    3,001,957 
               OREGON -- 4.3% 
 3,900,000     Metropolitan Service, Oregon, Waste Disposal Reve- 
                nue, (Riedel Oregon Compost Company Project), 
                Series A, (U.S. National Bank, LOC), 
                3.350% due 7/1/11+++                                   3,900,000 
               Oregon State Economic Development Commission Reve- 
                nue, (First Interstate Bank of Oregon, LOC): 

 1,155,000      Series B, 
                3.750% due 7/1/03+++                                   1,155,000 

   850,000      Series C, 
                3.750% due 7/1/03+++                                     850,000 
                                                                       5,905,000 
               PENNSYLVANIA -- 1.5% 
   100,000     Pennsylvania State Higher Education Assistance 
                Agency, Student Loan Revenue, Series A, (SLMA, 
                LOC), 
                3.250% due 1/1/18+++                                     100,000 
 2,000,000     Pennsylvania State Housing Finance Agency, Single 
                Family Housing Revenue, Series N, (Bank of Amer- 
                ica, BPA), 
                3.900% due 4/1/08++                                    2,000,000 
                                                                       2,100,000 
               SOUTH CAROLINA -- 3.6% 
               South Carolina Jobs and Economic Development Au- 
                thority, Economic Development Revenue: 

   600,000      4.350% due 12/1/06+++                                    600,000 

   500,000      (Kent Manufacturing Project), Series A, 
                (Credit Commerciale de France, LOC), 
                3.350% due 4/8/99+++                                     500,000 
</TABLE>
                       See Notes to Financial Statements. 

                                       23

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 
                        MUNICIPAL MONEY MARKET FUND 


<TABLE>
<CAPTION>
   FACE                                                                 VALUE 
   VALUE                                                              (NOTE 1) 
<S>            <C>                                                    <C>
               MUNICIPAL BONDS AND NOTES (CONTINUED) 
               SOUTH CAROLINA (CONTINUED) 
$1,200,000      (Old Claussens Project), (Bank of Tokyo, Ltd., 
                LOC), 
                4.350% due 12/1/06+++                                $ 1,200,000 
 1,170,000      (Osmose Wood Preserving Project), Series B, 
                3.350% due 12/1/04+++                                  1,170,000 
   150,000      (Regal-Beloit Corporation Project), Series A, 
                (Credit Commerciale de France, LOC), 
                3.350% due 5/1/01+++                                     150,000 
   700,000      (Rice Street Association Project), (Bank of 
                Tokyo, Ltd., LOC), 
                4.350% due 12/1/07+++                                    700,000 
   450,000      (Seacord Corporation/John O. Cram Project), Se- 
                ries B, 
                (Credit Commerciale de France, LOC), 
                3.500% due 9/1/03+++                                     450,000 
   250,000     South Carolina, Student Loan Educational Assis- 
                tance Authority Revenue, 
                6.800% due 9/1/96                                        253,880 
                                                                       5,023,880 
               TENNESSEE -- 4.9% 
 2,200,000     Collierville, Tennessee, Industrial Development 
                Board, Industrial Revenue, (Ardco Inc. Project), 
                (Harris Trust & Savings Bank, LOC), 
                3.350% due 4/1/09+++                                   2,200,000 
 1,500,000     Hamilton County, Tennessee, Industrial Development 
                Board, Industrial Revenue, (Komatsv Project), 
                (Bank of New York, LOC), 
                3.450% due 12/1/17+++                                  1,500,000 
 2,000,000     Oak Ridge, Tennessee, Industrial Development 
                Board, Solid Waste Revenue, (Sun Trust Bank of 
                Atlanta, LOC), 
                3.450% due 1/1/06+++                                   2,000,000 
 1,000,000     Shelby County, Tennessee, Health, Education and 
                Housing Facilities Board, Multi-family Housing 
                Revenue, (Arbor Lake Project), 
                (Citibank, LOC), 
                3.300% due 3/1/10+++                                   1,000,000 
                                                                       6,700,000 
               TEXAS -- 14.2% 
 2,100,000     Harris County, Texas, Health Facilities Develop- 
                ment Corporation, Hospital Revenue, (Methodist 
                Hospital), (Morgan Guaranty Trust Company, BPA), 
                3.700% due 12/1/25++                                   2,100,000 
 1,755,000     Mesquite, Texas, Housing Finance Corporation, Sin- 
                gle Family Mortgage Revenue, Series A, 
                3.600% due 1/1/15++                                    1,755,000 
   900,000     North Texas Higher Education Authority, Student 
                Loan Revenue, (SLMA, LOC), 
                3.250% due 3/1/99+++                                     900,000 
</TABLE>
                       See Notes to Financial Statements. 

                                       24

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 
                        MUNICIPAL MONEY MARKET FUND 


<TABLE>
<CAPTION>
   FACE                                                                 VALUE 
   VALUE                                                              (NOTE 1) 
<S>            <C>                                                    <C>
               MUNICIPAL BONDS AND NOTES (CONTINUED) 
               TEXAS (CONTINUED) 
               San Antonio, Texas, Airport Systems Revenue, Long 
                Option Period, (AMBAC Insured), (Citibank, BPA): 

$2,975,000      CR-127, 
                3.900% due 7/1/09++                                  $ 2,975,000 

 1,420,000      CR-131, 
                3.900% due 7/1/13++                                    1,420,000 
 3,055,000     Tarrant County, Texas, Housing Finance Corpora- 
                tion, Housing Revenue, 
                3.600% due 7/1/12++                                    3,055,000 
               Texas State, Veterans Housing Assistance, Fund II: 

 3,000,000      Series D, 
                3.850% due 12/1/26++                                   3,000,000 

 3,300,000      Series E, 
                3.900% due 12/1/26++                                   3,300,000 
 1,000,000     Travis County, Texas, Certificates of Obligation, 
                8.200% due 3/1/96                                      1,003,404 
                                                                      19,508,404 
               UTAH -- 0.7% 
   900,000     Utah State Board of Regents, Student Loan Revenue, 
                Series A, AMT, (SLMA, LOC), 
                3.250% due 11/1/23+++                                    900,000 
               VERMONT -- 1.5% 
 2,000,000     Burlington, Vermont, Industrial Development Au- 
                thority, (Bank of New York, LOC), 
                3.450% due 12/1/11+++                                  2,000,000 
               VIRGINIA -- 0.4% 
   500,000     Fairfax County, Virginia, General Obligation, Se- 
                ries C, 4.700% due 10/1/96                               503,880 
               WASHINGTON -- 6.0% 
 4,000,000     Pilchuck Development Public Corporation, (Kohkoku 
                USA Project), (Fuji Bank, LOC), 
                3.475% due 11/1/99+++                                  4,000,000 
 1,245,000     Port Seattle, Washington, Series A, (AMBAC In- 
                sured), 
                5.500% due 2/1/96                                      1,245,000 
 1,800,000     Student Loan Finance Association, Washington, Se- 
                ries A, (National Westminster Bank, LOC), 
                3.150% due 1/1/04+++                                   1,800,000 
</TABLE>
                       See Notes to Financial Statements. 

                                       25

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 

                        MUNICIPAL MONEY MARKET FUND 

<TABLE>
<CAPTION>
   FACE                                                                 VALUE 
   VALUE                                                              (NOTE 1) 
<S>            <C>                                                    <C>
               MUNICIPAL BONDS AND NOTES (CONTINUED) 
               WASHINGTON (CONTINUED) 
               Washington State, Public Power Supply System: 

$  400,000      (Nuclear Power No. 2), Series A, 
                4.200% due 7/1/96                                    $  400,963 

   800,000      (Nuclear Power No. 3), Series B, 
                6.900% due 7/1/96                                       810,726 
                                                                      8,256,689 
               WISCONSIN -- 3.7% 
 5,000,000     West Milwaukee, Wisconsin, West Allis School Dis- 
                trict, Tax and Revenue Anticipation Notes, 
                4.500% due 8/21/96                                    5,014,653 
               WYOMING -- 0.7% 
 1,000,000     Sweetwater County, Wyoming, Pollution Control Rev- 
                enue, (Pacificorp Projects), (AMBAC Insured), 
                (Bank of New York, BPA), 
                3.800% due 11/1/24+                                   1,000,000 
</TABLE>

<TABLE>
<CAPTION>
<S>                                                  <C>            <C>
 TOTAL INVESTMENTS (COST $136,130,210*)               99.3%          136,130,210 
OTHER ASSETS AND LIABILITIES (NET)                     0.7               959,097 
NET ASSETS                                           100.0%         $137,089,307 
</TABLE>

  * Aggregate cost for Federal tax purposes. 
  + Variable rate demand notes are payable upon not more than one business 
    day's notice. The interest rate shown reflects the rate currently in 
    effect. 
 ++ Put bonds and notes have demand features which mature within one year. 
    The interest rate shown reflects the rate currently in effect. 
+++ Variable rate demand notes are payable upon not more than seven busi- 
    ness days' notice. The interest rate shown reflects the rate currently 
    in effect. 

AMBAC -- American Municipal Bond Assurance Corporation 
AMT   -- Alternative Minimum Tax 
BPA   -- Instruments supported by bond purchase agreements 
FNMA  -- Federal National Mortgage Association 
FGIC  -- Federal Guaranty Insurance Corporation 
GNMA  -- Government National Mortgage Association 
GTC   -- Instruments guaranteed by corporation 
LOC   -- Instruments supported by bank letter of credit 
MBIA  -- Municipal Bond Investors Assurance 
SLMA  -- Student Loan Mortgage Association 

                    See Notes to Financial Statements. 

                                       26

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
PORTFOLIO OF INVESTMENTS (CONTINUED) 
JANUARY 31, 1996 

                        MUNICIPAL MONEY MARKET FUND 

NOTE: 

Approximately 69.1% of the municipal bonds and notes held by the Fund have 
credit enhancement features backing them. Such features may have been con- 
sidered by the rating agency in rating these securities. 

              SUMMARY OF MUNICIPAL BONDS BY COMBINED RATINGS# 

<TABLE>
<CAPTION>
                                                                        PERCENT 
   MOODY'S                        STANDARD & POOR'S                     OF VALUE 
<S>                              <C>                                    <C>
     Aaa                                 AAA                              13.0% 
Aa, Aa2, Aa3                             AA                                4.7 
MIG1/VMIG1/P1                    A-1/A-1+/SP-1/SP-1+                      77.2 
     NR                                  NR                                5.1 
                                                                         100.0% 
</TABLE>

    # Bonds are not necessarily rated the same by both services. 

                       See Notes to Financial Statements.

                                       27

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
STATEMENTS OF ASSETS AND LIABILITIES 
JANUARY 31, 1996 


<TABLE>
<CAPTION>
                                                                     GOVERNMENT 
                                      PRIME         PRIME VALUE     OBLIGATIONS 
                                   MONEY MARKET     MONEY MARKET    MONEY MARKET 
                                       FUND             FUND            FUND 
<S>                               <C>              <C>              <C>
ASSETS: 
Investments, at value 
 See accompanying schedules: 
   Securities                     $3,670,912,050   $2,652,039,256   $ 55,111,016 
   Repurchase agreements             634,514,000      178,764,000     87,768,000 
Total investments                  4,305,426,050    2,830,803,256    142,879,016 
Cash                                       4,781          382,661            419 
Receivable from Investment 
  Adviser (Note 2)                      --               --              -- 
Interest receivable                   13,127,990       12,231,873        334,319 
Receivable for investment 
  securities sold                       --               --              -- 
Unamortized organization costs 
  (Note 5)                                24,394           24,394         24,434 
Other assets                                 448         --              -- 
 Total Assets                      4,318,583,663    2,843,442,184    143,238,188 
LIABILITIES: 
Investment Advisory fee payable 
  (Note 2)                               443,958          253,709          7,463 
Administration fee payable 
  (Note 2)                               114,040           65,170          2,244 
Due to custodian                        --               --              -- 
Service fee payable (Note 3)              76,727            4,319          3,986 
Transfer Agent fees payable 
  (Note 2)                                66,300           38,475          1,305 
Custodian fees payable (Note 2)           86,720           58,227         12,475 
Registration and filing fees 
  payable                                353,960          251,672         30,000 
Accrued Trustees' fees and 
  expenses (Note 2)                        7,555            4,895            150 
Dividends payable                     11,500,252        8,573,628        420,340 
Payable for investment securities 
  purchased                           36,960,790       59,269,692        -- 
Accrued expenses and other 
  payables                               246,897          159,969          4,831 
 Total Liabilities                    49,857,199       68,679,756        482,794 
NET ASSETS                        $4,268,726,464   $2,774,762,428   $142,755,394 
Investments, at cost (Note 1)     $4,305,426,050   $2,830,803,256   $142,879,016 

</TABLE>

                       See Notes to Financial Statements.

                                       28

<PAGE>

<TABLE>
<CAPTION>
                        TREASURY 
   CASH               INSTRUMENTS              TAX-FREE              MUNICIPAL 
MANAGEMENT            MONEY MARKET           MONEY MARKET           MONEY MARKET 
   FUND                 FUND II                  FUND                   FUND 
<S>                   <C>                    <C>                    <C>



$1,000,000            $119,258,486           $87,974,237            $136,130,210 
   118,000             116,933,000               --                      -- 
 1,118,000             236,191,486            87,974,237             136,130,210 
       853                     751               --                      636,167 
    --                     --                    --                       32,938 
    15,609                  19,081               887,514               1,381,511 
    --                     --                    817,010                 -- 
    24,434                  24,394                24,434                  24,434 
     4,597                   3,065               --                      -- 
 1,163,493             236,238,777            89,703,195             138,205,260 

    --                       2,418                 4,479                 -- 
       154                   5,595                 1,802                   2,805 
    --                     --                     73,175                 -- 
    --                      10,406               --                          595 
       212                   3,580                 1,060                   1,735 
    16,615                  20,690                21,106                  17,143 
    30,000                  30,000                29,000                  30,000 
         5                     695                   130                     295 
     4,856                 358,787               184,404                 236,840 
    --                     --                    --                      817,010 
     1,988                  22,917                 4,234                   9,530 
    53,830                 455,088               319,390               1,115,953 
$1,109,663            $235,783,689           $89,383,805            $137,089,307 
$1,118,000            $236,191,486           $87,974,237            $136,130,210 

</TABLE>

                       See Notes to Financial Statements.

                                       29

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
STATEMENTS OF ASSETS AND LIABILITIES (CONTINUED) 
JANUARY 31, 1996 


<TABLE>
<CAPTION>
                                                                     GOVERNMENT 
                                      PRIME         PRIME VALUE     OBLIGATIONS 
                                   MONEY MARKET     MONEY MARKET    MONEY MARKET 
                                       FUND             FUND            FUND 
<S>                               <C>              <C>              <C>
NET ASSETS consist of: 
Undistributed net investment 
  income                          $       19,757   $        1,576   $      1,817 
Accumulated net realized loss on 
  investments sold                      (177,802)        (241,002)        (4,414) 
Par value                              4,268,885        2,775,002        142,758 
Paid-in capital in excess of par 
  value                            4,264,615,624    2,772,226,852    142,615,233 
                                  $4,268,726,464   $2,774,762,428   $142,755,394 
NET ASSETS: 
 Class A                          $3,919,185,764   $2,754,390,013   $125,390,300 
 Class B                          $  324,474,411   $   20,372,215   $ 14,658,529 
 Class C                          $   13,254,868   $          100   $  2,706,465 
 Class E                          $   11,811,421   $          100   $        100 
SHARES OUTSTANDING: 
 Class A                           3,919,329,687    2,754,626,240    125,391,577 
 Class B                             324,487,480       20,375,414     14,659,849 
 Class C                              13,255,438              100      2,706,465 
 Class E                              11,811,904              100            100 
CLASS A SHARES: 
Net asset value, offering and 
  redemption price per share               $1.00            $1.00          $1.00 
CLASS B SHARES: 
Net asset value, offering and 
  redemption price per share               $1.00            $1.00          $1.00 
CLASS C SHARES: 
Net asset value, offering and 
  redemption price per share               $1.00            $1.00          $1.00 
CLASS E SHARES: 
Net asset value, offering and 
  redemption price per share               $1.00            $1.00          $1.00 

</TABLE>

                       See Notes to Financial Statements.

                                       30

<PAGE>

<TABLE>
<CAPTION>
                        TREASURY 
   CASH               INSTRUMENTS              TAX-FREE              MUNICIPAL 
MANAGEMENT            MONEY MARKET           MONEY MARKET           MONEY MARKET 
   FUND                 FUND II                  FUND                   FUND 
<S>                   <C>                    <C>                    <C>

$       10            $  --                  $     4,796            $     24,329 
    --                        (804)                 (330)                -- 
     1,110                 235,785                89,379                 137,065 
 1,108,543             235,548,708            89,289,960             136,927,913 
$1,109,663            $235,783,689           $89,383,805            $137,089,307 

$1,109,663            $183,375,648           $89,383,505            $135,120,106 
   N/A                $ 27,906,592           $       100            $        100 
   N/A                $ 24,501,349           $       100            $  1,969,001 
   N/A                $        100           $       100            $        100 

 1,109,653             183,376,416            89,379,039             135,096,214 
   N/A                  27,906,638                   100                     100 
   N/A                  24,501,349                   100               1,968,564 
   N/A                         100                   100                     100 

     $1.00                   $1.00                 $1.00                   $1.00 

   N/A                       $1.00                 $1.00                   $1.00 

   N/A                       $1.00                 $1.00                   $1.00 

   N/A                       $1.00                 $1.00                   $1.00 

</TABLE>

                       See Notes to Financial Statements.

                                       31

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
STATEMENTS OF OPERATIONS 
FOR THE YEAR ENDED JANUARY 31, 1996 


<TABLE>
<CAPTION>
                                                                     GOVERNMENT 
                                       PRIME        PRIME VALUE     OBLIGATIONS 
                                   MONEY MARKET    MONEY MARKET     MONEY MARKET 
                                       FUND            FUND             FUND 
<S>                                <C>             <C>               <C>
INVESTMENT INCOME: 
Interest                           $270,322,907    $176,094,141      $5,239,855 
EXPENSES: 
Investment Advisory fee (Note 2)      4,452,829       2,885,657          87,394 
Administration fee (Note 2)           4,452,829       2,885,657          87,394 
Service fee (Note 3): 
 Class B                                960,077          72,893          26,709 
 Class C                                 41,105         --                3,897 
 Class E                                 17,459         --                   35 
Transfer Agent fees (Note 2)            700,916         452,101          14,222 
Custodian fees (Note 2)                 513,981         343,968          25,397 
Registration and filing fees            356,789         254,451          32,709 
Trustees' fees and expenses 
  (Note 2)                               54,393          43,139           1,208 
Amortization of organization 
  costs (Note 5)                         12,563          12,563          12,573 
Other                                   730,093         469,003          16,862 
Fees waived by Investment Adviser, 
  Adminstrator and Custodian 
  and/or expenses reimbursed by 
  Investment Adviser (Note 2)        (3,649,983)     (2,373,274)       (120,446) 
 Total expenses                       8,643,051       5,046,158         187,954 
NET INVESTMENT INCOME               261,679,856     171,047,983       5,051,901 
NET REALIZED GAIN/(LOSS) ON 
  INVESTMENTS (Note 1)                 (159,065)         85,517          -- 
NET INCREASE IN NET ASSETS 
  RESULTING FROM OPERATIONS        $261,520,791    $171,133,500      $5,051,901 

</TABLE>

                       See Notes to Financial Statements.

                                       32

<PAGE>

<TABLE>
<CAPTION>
                        TREASURY 
   CASH               INSTRUMENTS              TAX-FREE              MUNICIPAL 
MANAGEMENT            MONEY MARKET           MONEY MARKET           MONEY MARKET 
   FUND                 FUND II                  FUND                   FUND 
<S>                   <C>                    <C>                    <C>

 $172,405             $23,979,891             $3,070,140             $7,132,330 

    2,930                 408,362                 76,038                172,515 
    2,930                 408,362                 76,038                172,515 

    --                     77,085                 --                     -- 
    --                     41,889                 --                      5,923 
    --                    --                      --                     -- 
    --                     72,018                 13,130                 26,809 
    1,253                  62,395                 36,502                 61,725 
   30,829                  32,239                 32,329                 32,329 
      106                   7,219                  1,227                  2,590 
   12,573                  12,563                 12,573                 12,573 
    1,269                 112,090                 14,750                 31,784 

  (44,060)               (380,197)              (125,719)              (202,314) 
    7,830                 854,025                136,868                316,449 
  164,575              23,125,866              2,933,272              6,815,881 
    --                       (804)                 1,988                 30,323 
 $ 164,575            $23,125,062             $2,935,260             $6,846,204 

</TABLE>

                       See Notes to Financial Statements.

                                       33

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
STATEMENTS OF CHANGES IN NET ASSETS 
FOR THE YEAR ENDED JANUARY 31, 1996 


<TABLE>
<CAPTION>
                                                                     GOVERNMENT 
                                      PRIME         PRIME VALUE     OBLIGATIONS 
                                   MONEY MARKET     MONEY MARKET    MONEY MARKET 
                                       FUND             FUND            FUND 
<S>                               <C>              <C>              <C>
Net investment income             $  261,679,856   $  171,047,983   $  5,051,901 
Net realized gain/(loss) on 
  investments sold during the year      (159,065)          85,517        -- 
Net increase in net assets 
  resulting from operations          261,520,791      171,133,500      5,051,901 
Distributions to shareholders 
  from net investment income: 
 Class A                            (238,538,736)    (169,378,776)    (4,398,709) 
 Class B                             (21,823,102)      (1,669,207)      (591,902) 
 Class C                                (649,583)        --              (60,017) 
 Class E                                (668,435)        --               (1,273) 
Distributions from net realized 
  gains: 
 Class A                                --               --              -- 
 Class C                                --               --              -- 
Net increase/(decrease) in net 
  assets from share transactions 
  (Note 4): 
 Class A                           2,380,528,113    1,283,989,103     85,310,538 
 Class B                             (18,185,110)      (1,367,826)     5,336,571 
 Class C                               6,010,548         --            2,706,365 
 Class E                               3,494,005         --              -- 
Net increase/(decrease) in net 
  assets                           2,371,688,491    1,282,706,794     93,353,474 
NET ASSETS: 
Beginning of year                  1,897,037,973    1,492,055,634     49,401,920 
End of year                       $4,268,726,464   $2,774,762,428   $142,755,394 
Undistributed net investment 
  income at end of year           $       19,757   $        1,576   $      1,817 

</TABLE>

                       See Notes to Financial Statements.

                                       34

<PAGE>

<TABLE>
<CAPTION>
                        TREASURY 
   CASH                INSTRUMENTS             TAX-FREE              MUNICIPAL 
MANAGEMENT            MONEY MARKET           MONEY MARKET           MONEY MARKET 
   FUND                  FUND II                 FUND                   FUND 
<S>                   <C>                    <C>                    <C>
$   164,575           $  23,125,866           $ 2,933,272           $  6,815,881 
    --                         (804)                1,988                 30,323 
    164,575              23,125,062             2,935,260              6,846,204 

   (164,555)            (20,827,192)           (2,933,268)            (6,749,439) 
         (5)             (1,678,955)                   (4)                 -- 
         (5)               (619,719)              --                     (60,733) 
    --                     --                     --                     -- 

        (10)               --                     --                      (5,653) 
    --                     --                     --                         (56) 

 (3,630,447)           (185,419,998)           29,030,980             41,494,938 
       (100)                664,998               --                     -- 
   (200,107)             24,501,249               --                   1,968,464 
       (100)               --                     --                     -- 
 (3,830,754)           (160,254,555)           29,032,968             43,493,725 

  4,940,417             396,038,244            60,350,837             93,595,582 
$ 1,109,663           $  235,783,689          $ 89,383,805          $137,089,307 
$        10                --                 $      4,796          $     24,329 

</TABLE>

                       See Notes to Financial Statements.

                                       35

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
STATEMENTS OF CHANGES IN NET ASSETS 
FOR THE YEAR ENDED JANUARY 31, 1995 


<TABLE>
<CAPTION>
                                                                     GOVERNMENT 
                                     PRIME          PRIME VALUE     OBLIGATIONS 
                                 MONEY MARKET      MONEY MARKET     MONEY MARKET 
                                     FUND              FUND             FUND 
<S>                             <C>               <C>               <C>
Net investment income           $   101,794,050   $    77,945,091   $  3,673,525 
Net realized gain/(loss) on 
  investment sold during the 
  year                                  (18,737)         (326,519)        (4,414) 
Net increase in net assets 
  resulting from operations         101,775,313        77,618,572      3,669,111 
Distributions to shareholders 
  from net investment income: 
 Class A                            (88,718,314)      (77,274,366)    (3,323,563) 
 Class B                            (12,134,365)         (670,725)      (349,962) 
 Class C                               (746,966)        --               -- 
 Class E                               (194,405)        --               -- 
Net increase/(decrease) in net 
  assets from share transac- 
  tions (Note 4): 
 Class A                         (1,327,533,646)   (2,510,545,069)   (81,449,488) 
 Class B                             (7,991,572)        4,239,335      9,323,178 
 Class C                              7,244,790         --               -- 
 Class D                              --                  (10,123)          (100) 
 Class E                              8,317,899               100            100 
Net increase/(decrease) in net 
  assets                         (1,319,981,266)   (2,506,642,276)   (72,130,724) 
NET ASSETS: 
Beginning of year                  3,217,019,239     3,998,697,910    121,532,644 
End of year                     $  1,897,037,973  $  1,492,055,634  $  49,401,920 
Undistributed net investment 
  income at end of year         $         19,757  $          1,576  $       1,817 

</TABLE>

                       See Notes to Financial Statements.

                                       36

<PAGE>

<TABLE>
<CAPTION>
                        TREASURY 
    CASH               INSTRUMENTS             TAX-FREE              MUNICIPAL 
 MANAGEMENT           MONEY MARKET           MONEY MARKET          MONEY MARKET 
    FUND                 FUND II                 FUND                  FUND 
<S>                   <C>                    <C>                   <C>
$   419,901           $  15,579,788          $  1,770,870          $    6,387,890 
        102                 --                     (2,318)                (24,497) 
    420,003              15,579,788             1,768,552               6,363,393 

   (419,337)            (14,277,430)           (1,770,323)             (6,387,890) 
       (532)             (1,302,358)                 (547)                -- 
        (32)                --                    --                      -- 
     --                     --                    --                      -- 

(36,969,270)            212,014,666               618,269            (257,354,964) 
     --                  (6,619,950)              --                      -- 
    200,007                 --                    --                      -- 
     --                     --                    --                         (100) 
        100                     100                   100                     100 
(36,769,061)            205,394,816               616,051            (257,379,461) 

 41,709,478             190,643,428            59,734,786             350,975,043 
$ 4,940,417           $ 396,038,244          $ 60,350,837          $   93,595,582 
     --                     --               $      4,796          $       18,620 

</TABLE>
                       See Notes to Financial Statements.

                                       37

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
FINANCIAL HIGHLIGHTS 
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR. 

                          PRIME MONEY MARKET FUND 


<TABLE>
<CAPTION>
                            YEAR         YEAR        PERIOD       YEAR       YEAR 
                           ENDED         ENDED        ENDED       ENDED      ENDED 
                          1/31/96       1/31/95     1/31/94*     1/31/96    1/31/95 
                          CLASS A      CLASS A       CLASS A     CLASS B    CLASS B 
<S>                      <C>          <C>          <C>          <C>        <C>
Net asset value, 
  beginning of year      $      1.00  $      1.00  $      1.00  $    1.00  $    1.00 
Net investment income         0.0592       0.0442       0.0310     0.0567     0.0417 
Dividends from net 
  investment income          (0.0592)     (0.0442)     (0.0310)   (0.0567)   (0.0417) 
Net asset value, end of 
  year                   $      1.00  $      1.00  $      1.00  $    1.00  $    1.00 
Total return++                  6.08%        4.52%        3.14%      5.83%      4.21% 
Ratios to average net 
  assets/supplemental 
  data: 
  Net assets, end of year 
   (in 000's)            $ 3,919,186  $ 1,538,802  $ 2,866,353  $ 324,474  $ 342,673 
  Ratio of net invest- 
   ment income to 
   average net assets           5.90%        4.30%        3.16%+     5.65%      4.05% 
  Ratio of operating 
   expenses to average 
   net assets                   0.17%        0.12%        0.11%+     0.42%      0.37% 
  Ratio of operating 
   expenses to average 
   net assets before 
   fees waived by the 
   Investment Adviser, 
   Administrator, Cus- 
   todian and/or Trans- 
   fer Agent and/or 
   expenses reimbursed 
   by the Investment 
   Adviser and Admin- 
   istrator                     0.25%        0.25%        0.33%+     0.50%      0.50% 
  Net investment income 
   per share before 
   waiver of fees by the 
   Investment Adviser, 
   Administrator, Cus- 
   todian and/or Trans- 
   fer Agent and/or 
   expenses reimbursed 
   by the Investment 
   Adviser and Admin- 
   istrator              $    0.0583  $    0.0428  $    0.0289  $  0.0558  $  0.0403 

</TABLE>

 * The Prime Money Market Fund Class A, Class B, Class C and Class E 
   shares commenced operations on February 8, 1993, September 2, 1993, De- 
   cember 27, 1993, and October 6, 1994, respectively. 
** All shares offered to the public on December 27, 1993 were redeemed on 
   December 28, 1993; therefore, total return deemed not to be meaningful. 
 + Annualized. 
++ Total return represents aggregate total return for the periods indi- 
   cated. 
# Total net assets for Class C shares were $100 at January 31, 1994. 


                       See Notes to Financial Statements.

                                       38

<PAGE>

<TABLE>
<CAPTION>
  PERIOD         YEAR           YEAR         PERIOD         YEAR         PERIOD 
  ENDED          ENDED         ENDED         ENDED         ENDED         ENDED 
 1/31/94*       1/31/96       1/31/95       1/31/94*      1/31/96       1/31/95* 
 CLASS B        CLASS C       CLASS C       CLASS C       CLASS E       CLASS E 
 <S>           <C>            <C>           <C>   <C>     <C>           <C>
 $   1.00      $   1.00       $   1.00      $   1.00      $   1.00      $   1.00 
   0.0110        0.0557         0.0407        0.0001        0.0577        0.0165 
  (0.0110)      (0.0557)       (0.0407)      (0.0001)      (0.0577)      (0.0165) 
 $   1.00      $   1.00       $   1.00      $   1.00      $   1.00      $   1.00 
     0.99%         5.71%          4.14%         -- **         5.94%         1.66% 

 $350,666      $ 13,255       $  7,245          -- #      $ 11,811      $  8,318 
     2.91%+         5.55%          3.95%        2.81%+         5.75%        4.15%+ 
     0.36%+         0.52%          0.47%        0.46%+         0.32%        0.27%+ 
     0.58%+         0.60%          0.60%        0.68%+         0.40%        0.39%+ 
 $ 0.0102      $  0.0548      $  0.0393     $ 0.0001      $  0.0568     $ 0.0160 
</TABLE>


                       See Notes to Financial Statements.

                                       39

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
FINANCIAL HIGHLIGHTS 
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR. 

PRIME VALUE MONEY MARKET FUND 


<TABLE>
<CAPTION>
                            YEAR         YEAR        PERIOD       YEAR       YEAR      PERIOD 
                           ENDED         ENDED        ENDED       ENDED      ENDED      ENDED 
                          1/31/96       1/31/95     1/31/94*     1/31/96    1/31/95   1/31/94* 
                          CLASS A      CLASS A       CLASS A     CLASS B    CLASS B    CLASS B 
<S>                      <C>          <C>          <C>          <C>        <C>        <C>
Net asset value, 
  beginning of year      $      1.00  $      1.00  $      1.00  $    1.00  $    1.00  $    1.00 
Net investment income         0.0594       0.0442       0.0315     0.0569     0.0417     0.0125 
Dividends from net 
  investment income          (0.0594)     (0.0442)     (0.0315)   (0.0569)   (0.0417)   (0.0125) 
Net asset value, end of 
  year                   $      1.00  $      1.00  $      1.00  $    1.00  $    1.00  $    1.00 
Total return++                  6.10%        4.51%        3.21%      5.84%      4.26%      1.26% 
Ratios to average net 
  assets/ supplemental 
  data: 
  Net assets, end of year 
   (in 000's)             $2,754,390   $1,470,317   $3,981,184   $ 20,372   $ 21,739   $ 17,504 
  Ratio of net invest- 
   ment income to 
   average net assets          5.93%        4.20%      3.23%+       5.68%      3.95%     2.98%+ 
  Ratio of operating 
   expenses to average 
   net assets                  0.17%        0.09%      0.07%+       0.42%      0.34%     0.32%+ 
  Ratio of operating 
   expenses to average 
   net assets before 
   fees waived by the 
   Investment Adviser, 
   Administrator, Cus- 
   todian and/or Trans- 
   fer Agent and/or 
   expenses reimbursed 
   by the Investment 
   Adviser and Admin- 
   istrator                    0.25%        0.25%      0.36%+       0.50%      0.50%     0.61%+ 
  Net investment income 
   per share before 
   waiver of fees by the 
   Investment Adviser, 
   Administrator, Cus- 
   todian and/or Trans- 
   fer Agent and/or 
   expenses reimbursed 
   by the Investment 
   Adviser and Admin- 
   istrator              $   0.0585   $   0.0426   $   0.0287   $ 0.0560   $ 0.0398   $0.0113 

</TABLE>

 * The Prime Value Money Market Fund Class A and Class B shares commenced 
   operations on February 8, 1993 and September 1, 1993, respectively. 
 + Annualized. 
++ Total return represents aggregate total return for the periods indi- 
cated. 

                       See Notes to Financial Statements.

                                       40
<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
FINANCIAL HIGHLIGHTS 
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR. 

                 GOVERNMENT OBLIGATIONS MONEY MARKET FUND 


<TABLE>
<CAPTION>
                       YEAR       YEAR      PERIOD      YEAR       YEAR      PERIOD     PERIOD     PERIOD 
                      ENDED      ENDED      ENDED      ENDED      ENDED       ENDED      ENDED      ENDED 
                     1/31/96    1/31/95    1/31/94*   1/31/96    1/31/95    1/31/94*   1/31/96*   1/31/96* 
                     CLASS A    CLASS A    CLASS A    CLASS B    CLASS B     CLASS B    CLASS C    CLASS E 
<S>                  <C>        <C>        <C>        <C>        <C>        <C>   <C>  <C>           <C><C>
Net asset value, 
  beginning of year  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00 
Net investment in- 
  come                  0.0585     0.0435     0.0309     0.0560     0.0410     0.0091     0.0432     0.0173 
Dividends from net 
  investment in- 
  come                 (0.0585)   (0.0435)   (0.0309)   (0.0560)   (0.0410)   (0.0091)   (0.0432)   (0.0173) 
Net asset value, end 
  of year            $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00 
Total return++            6.01%      4.45%      3.14%      5.76%      4.19%      0.90%      4.40%      1.74% 
Ratios to average 
  net assets/ sup- 
  plemental data: 
  Net assets, end of 
   year (in 000's)   $ 125,390  $  40,080  $ 121,532  $  14,659  $   9,322       -- #  $   2,706      -- # 
  Ratio of net 
   investment in- 
   come to average 
   net assets             5.82%      4.28%      3.18%+     5.57%      4.03%     2.93%+      5.47%+   5.67%+ 
  Ratio of operat- 
   ing expenses to 
   average net as- 
   sets                   0.18%      0.16%      0.03%+     0.43%      0.41%     0.28%+      0.53%+   0.33%+ 
  Ratio of operat- 
   ing expenses to 
   average net as- 
   sets before 
   fees waived by 
   the Investment 
   Adviser, Admin- 
   istrator, Cus- 
   todian and/or 
   Transfer Agent 
   and/or expenses 
   reimbursed by 
   the Investment 
   Adviser and Ad- 
   ministrator            0.32%      0.31%     0.53%+      0.57%      0.56%     0.78%+      0.67%+   0.47%+ 
  Net investment 
   income per 
   share before 
   waiver of fees 
   by the Invest- 
   ment Adviser, 
   Administrator, 
   Custodian 
   and/or Transfer 
   Agent and/ or 
   expenses reim- 
   bursed 
   by the Invest- 
   ment Adviser 
   and Administra- 
   tor               $ 0.0571   $ 0.0419   $ 0.0261   $ 0.0546   $ 0.0394   $ 0.0075   $ 0.0421   $0.0168 

</TABLE>

 * The Government Obligations Money Market Fund Class A, Class B, Class C 
   and Class E shares commenced operations February 8, 1993, August 16, 
   1993, April 18, 1995, and October 10, 1995, respectively. 
 + Annualized. 
++ Total return represents aggregate total return for the periods indi- 
   cated. 
 # Total net assets for Class B shares were $100 at January 31, 1994. 
   Total net assets for Class E shares were $100 at January 31, 1996. 

                       See Notes to Financial Statements.

                                       41

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
FINANCIAL HIGHLIGHTS 
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR. 

                              CASH MANAGEMENT FUND


<TABLE>
<CAPTION>
                           YEAR        YEAR       PERIOD     PERIOD      PERIOD 
                           ENDED       ENDED      ENDED       ENDED      ENDED 
                          1/31/96     1/31/95    1/31/94*   1/31/95*    1/31/95* 
                          CLASS A     CLASS A    CLASS A     CLASS B    CLASS C 
<S>                      <C>         <C>         <C>        <C>         <C>   <C>
Net asset value, 
  beginning of year      $    1.00   $    1.00   $    1.00  $    1.00   $    1.00 
Net investment income       0.0585      0.0421      0.0304     0.0001      0.0001 
Less distributions: 
  Dividends from net 
   investment income       (0.0585)    (0.0421)    (0.0304)   (0.0001)    (0.0001) 
  Distributions from 
   net realized gains      (0.0000)+++    --         --         --          -- 
Total distributions        (0.0585)    (0.0421)    (0.0304)   (0.0001)    (0.0001) 
Net asset value, end of 
  year                   $    1.00   $    1.00   $    1.00  $    1.00   $    1.00 
Total return++                6.01%       4.26%       3.09%      --  **      0.01% 
Ratios to average net  
  assets/supplemental 
  data: 
  Net assets, end of year 
   (in 000's)            $   1,110   $   4,740   $  41,709       -- #   $     200 
  Ratio of net invest- 
   ment income to 
   average net assets         5.62%       3.52%       3.11%+    3.27%+       3.17%+ 
  Ratio of operating 
   expenses to average 
   net assets                 0.26%       0.17%       0.06%+    0.42%+       0.52%+ 
  Ratio of operating 
   expenses to average 
   net assets before 
   fees waived by the 
   Investment Adviser, 
   Administrator, Cus- 
   todian and/or Trans- 
   fer Agent and/or 
   expenses reimbursed 
   by the Investment 
   Adviser and Admin- 
   istrator                   1.76%       0.77%       0.92%+    1.02%+       1.12%+ 
  Net investment income 
   per share before 
   waiver of fees by the 
   Investment Adviser, 
   Administrator, Cus- 
   todian and/or Trans- 
   fer Agent and/or 
   expenses reimbursed 
   by the Investment 
   Adviser and Admin- 
   istrator              $  0.0429   $  0.0350   $  0.0220  $ 0.0001    $  0.0001 

</TABLE>

  * The Cash Management Fund Class A, Class B and Class C shares commenced 
    operations on February 8, 1993, January 19, 1995, and January 31, 
    1995, respectively. 
 ** All shares offered to the public on January 19, 1995 were redeemed on 
    January 20, 1995; therefore, total return deemed not to be meaningful. 
  + Annualized. 
 ++ Total return represents aggregate total return for the periods indi- 
    cated. 
+++ Amount represents less than $0.0001 per share. 
 # Total net assets for Class B shares were $100 at January 31, 1995. 

                       See Notes to Financial Statements.

                                       42

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
FINANCIAL HIGHLIGHTS 
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR. 

                   TREASURY INSTRUMENTS MONEY MARKET FUND II


<TABLE>
<CAPTION>
                       YEAR       YEAR      PERIOD      YEAR       YEAR      PERIOD     PERIOD 
                      ENDED      ENDED      ENDED      ENDED      ENDED       ENDED      ENDED 
                     1/31/96    1/31/95    1/31/94*   1/31/96    1/31/95    1/31/94*   1/31/96* 
                     CLASS A    CLASS A    CLASS A    CLASS B    CLASS B     CLASS B    CLASS C 
<S>                  <C>        <C>        <C>        <C>        <C>        <C>        <C>
Net asset value, 
  beginning of year  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00 
Net investment in- 
  come                  0.0566     0.0424     0.0300     0.0541     0.0399     0.0198     0.0248 
Dividends from net 
  investment in- 
  come                 (0.0566)   (0.0424)   (0.0300)   (0.0541)   (0.0399)   (0.0198)   (0.0248) 
Net asset value, end 
  of year            $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00  $    1.00 
Total return++            5.80%      4.32%      3.04%      5.54%      4.05%      2.00%      2.50% 
Ratios to average 
  net assets/ sup- 
  plemental data: 
  Net assets, end of 
   year (in 000's)   $ 183,376  $ 368,796  $ 156,782  $  27,907  $  27,242  $  33,862  $  24,501 
  Ratio of net 
   investment in- 
   come to average 
   net assets            5.69%       4.38%      3.12%+     5.44%      4.13%     2.87%+      5.34%+ 
  Ratio of operat- 
   ing expenses to 
   average net as- 
   sets                  0.18%       0.12%      0.03%+     0.43%      0.37%     0.28%+      0.53%+ 
  Ratio of operat-   
   ing expenses to 
   average net as- 
   sets before 
   fees waived by 
   the Investment 
   Adviser, 
   Administrator, 
   Custodian 
   and/or Transfer 
   Agent and/or 
   expenses reim- 
   bursed by the 
   Investment Ad- 
   viser and 
   Administrator         0.27%       0.27%      0.49%+     0.52%      0.52%     0.74%+      0.62%+ 
  Net investment 
   income per 
   share before 
   waiver of fees 
   by the 
   Investment Ad- 
   viser, Adminis- 
   trator, Custo- 
   dian and/or 
   Transfer Agent 
   and/or expenses 
   reimbursed by 
   the Investment 
   Adviser and Ad- 
   ministrator       $ 0.0557   $  0.0407   $ 0.0256   $ 0.0532   $ 0.0384  $ 0.0166   $  0.0244 

</TABLE>

 * The Treasury Instruments Money Market Fund II Class A, Class B and 
   Class C shares commenced operations on February 8, 1993, May 24, 1993 
   and August 10, 1995, respectively. 
 + Annualized. 
++ Total return represents aggregate total return for the periods indi- 
   cated. 

                       See Notes to Financial Statements.

                                       43

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
FINANCIAL HIGHLIGHTS 
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR. 

                           TAX-FREE MONEY MARKET FUND


<TABLE>
<CAPTION>
                           YEAR        YEAR       PERIOD      YEAR       PERIOD 
                           ENDED       ENDED      ENDED       ENDED      ENDED 
                          1/31/96     1/31/95    1/31/94*    1/31/96    1/31/95* 
                          CLASS A     CLASS A    CLASS A     CLASS B    CLASS B 
<S>                      <C>         <C>         <C>        <C>        <C>
Net asset value, 
  beginning of year      $    1.00   $    1.00   $    1.00  $    1.00   $    1.00 
Net investment income       0.0386      0.0288      0.0228     0.0361      0.0030 
Dividends from net 
  investment income        (0.0386)    (0.0288)    (0.0228)   (0.0361)    (0.0030) 
Net asset value, end of 
  year                   $    1.00   $    1.00   $    1.00  $    1.00   $    1.00 
Total return++                3.94%       2.93%       2.30%      3.69%       0.30% 
Ratios to average net 
  assets/supplemental 
  data: 
  Net assets, end of year 
   (in 000's)            $  89,384   $  60,351   $  59,735        -- #        -- # 
  Ratio of net invest- 
   ment income to 
   average net assets         3.86%       2.99%       2.38%+     3.61%       2.74%+ 
  Ratio of operating 
   expenses to average 
   net assets                 0.18%       0.16%       0.11%+     0.43%       0.41%+ 
  Ratio of operating 
   expenses to average 
   net assets before 
   fees waived by the 
   Investment Adviser, 
   Administrator, Cus- 
   todian and/or Trans- 
   fer Agent and/or 
   expenses reimbursed 
   by the Investment 
   Adviser and Admin- 
   istrator                   0.35%       0.38%       1.52%+     0.60%       0.63%+ 
  Net investment income 
   per share before 
   waiver of fees by the 
   Investment Adviser, 
   Administrator, Cus- 
   todian and/or Trans- 
   fer Agent and/or 
   expenses reimbursed 
   by the Investment 
   Adviser and Admin- 
   istrator              $  0.0369   $  0.0266   $  0.0093   $ 0.0344   $  0.0009 

</TABLE>

 * The Tax-Free Money Market Fund Class A and Class B shares commenced op- 
   erations on February 8, 1993 and December 30, 1994, respectively. 
 + Annualized. 
++ Total return represents aggregate total return for the periods indi- 
   cated. 
# Total net assets for Class B shares were $100 at January 31, 1996 and 
  January 31, 1995. 

                       See Notes to Financial Statements.

                                       44

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
FINANCIAL HIGHLIGHTS 
FOR A SHARE OUTSTANDING THROUGHOUT EACH YEAR. 

                        MUNICIPAL MONEY MARKET FUND 


<TABLE>
<CAPTION>
                              YEAR           YEAR         PERIOD         PERIOD 
                              ENDED         ENDED          ENDED         ENDED 
                             1/31/96       1/31/95       1/31/94*       1/31/96* 
                             CLASS A       CLASS A        CLASS A       CLASS C 
<S>                         <C>            <C>           <C>            <C>
Net asset value, 
  beginning of year         $    1.00      $    1.00     $    1.00      $   1.00 
Net investment income          0.0396         0.0300        0.0243        0.0284 
Less distributions: 
  Dividends from net 
   investment income          (0.0396)       (0.0300)      (0.0243)      (0.0284) 
  Distributions from 
   net realized gains         (0.0000)+++      --            --          (0.0000)+++ 
Total distributions           (0.0396)       (0.0300)      (0.0243)      (0.0284) 
Net asset value, end of 
  year                      $    1.00      $    1.00     $    1.00      $   1.00 
Total return++                   4.03%          3.04%         2.46%         2.88% 
Ratios to average net 
  assets/supplemental 
  data: 
  Net assets, end of year 
   (in 000's)               $ 135,120      $  93,595     $ 350,975      $  1,969 
  Ratio of net invest- 
   ment income to 
   average net assets            3.95%          2.86%         2.53%+        3.60%+ 
  Ratio of operating 
   expenses to average 
   net assets                    0.18%          0.15%         0.13%+        0.53%+ 
  Ratio of operating 
   expenses to average 
   net assets before 
   fees waived by the 
   Investment Adviser, 
   Administrator, Cus- 
   todian and/or Trans- 
   fer Agent and/or 
   expenses reimbursed 
   by the Investment 
   Adviser and Admin- 
   istrator                      0.30%          0.31%         0.51%+        0.65%+ 
  Net investment income 
   per share before 
   waiver of fees by the 
   Investment Adviser, 
   Administrator, Cus- 
   todian and/or Trans- 
   fer Agent and/or 
   expenses reimbursed 
   by the Investment 
   Adviser and 
   Administrator            $  0.0384      $  0.0283     $  0.0201      $ 0.0275 
</TABLE>

  * The Municipal Money Market Fund Class A and Class C shares commenced 
    operations on February 8, 1993 and April 18, 1995, respectively. 
  + Annualized. 
 ++ Total return represents aggregate total return for the periods indi- 
    cated. 
+++ Amount represents less than $0.0001 per share. 

                       See Notes to Financial Statements.

                                       45

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
NOTES TO FINANCIAL STATEMENTS 

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES 

    Lehman Brothers Institutional Funds Group Trust (the "Trust") was es- 
tablished on November 25, 1992 as a Massachusetts business trust. It is an 
open-end management investment company, which consists of seven funds of- 
fered to the public: Prime Money Market Fund, Prime Value Money Market 
Fund, Government Obligations Money Market Fund, Cash Management Fund, 
Treasury Instruments Money Market Fund II, Tax-Free Money Market Fund and 
Municipal Money Market Fund (collectively, the "Funds"). All the Funds, 
except Cash Management Fund, currently offer four classes of shares: Class 
A, Class B, Class C and Class E. Cash Management Fund currently offers 
Class A shares only. Class A shares are sold to institutional investors 
that have not entered into servicing agreements. Class B, Class C and 
Class E shares are sold to institutional investors and bear service fees. 
All classes of shares have identical rights and privileges except that 
Class B, Class C and Class E possess certain exclusive voting rights on 
matters relating to their respective service fees. The Cash Management 
Fund ceased offering shares of Class B, Class C and Class E on May 31, 
1995, and on August 9, 1995 such classes of shares ceased to exist. Shares 
of the Floating Rate U.S. Government Fund, Short Duration U.S. Government 
Fund and the 100% Treasury Instruments Money Market Fund were no longer 
sold to the public as of July 31, 1995, July 31, 1995 and August 25, 1995, 
respectively, and such Funds ceased operations. 

    The preparation of financial statements in accordance with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts and disclosures in the finan- 
cial statements. Actual results could differ from those estimates. The 
following is a summary of significant accounting policies consistently 
followed by the Funds in the preparation of their financial statements. 

    Portfolio valuation: Securities of the Funds are valued at amortized 
cost, which approximates market value. Amortized cost valuation involves 
valuing a security at cost initially and, thereafter, assuming a constant 
amortization to maturity of any discount or premium, as long as the effect 
of fluctuating interest rates on the market value of the instruments is 
not significant. 

    Repurchase agreements: Certain Funds may engage in repurchase agree- 
ment transactions. The Fund values repurchase agreements at cost and ac- 
crues interest into interest receivable. Under the terms of a typical re- 
purchase agreement, a Fund takes possession of the underlying debt obliga- 
tion subject to an obligation of the seller to repurchase, and the Fund to 
resell, the obligation at an agreed-upon price and time, thereby determin- 
ing the yield during the Fund's holding period. This arrangement results 
in a fixed rate of return that is not subject to market fluctuations dur- 
ing the Fund's holding period. The value of the collateral, taken as a 
part of the repurchase agreement, is at least equal at all times to the 
total amount of the repurchase obligations, including interest. In the 
event of counterparty default, the Fund has the right to use the collat- 
eral to offset losses incurred. There is potential loss to the Fund in the 
event the Fund is delayed or prevented from exercising its rights to dis- 
pose of the collateral securities, including the risk of a possible de- 
cline in the value of the underlying securities during the period while 
the Fund seeks to assert its rights. The Fund's Investment Adviser, acting 
under the supervision of the Board of Trustees, reviews the value of the 
collateral and the creditworthiness of those banks and dealers with which 
the Fund enters into repurchase agreements to evaluate potential risks. 

    Securities transactions and investment income: Securities transactions 
are recorded as of the trade date. Realized gains and losses on invest- 
ments sold are recorded on the basis of identified cost. Interest income 
is recorded on the accrual basis. Investment income and realized gains and 
losses are allocated based upon the relative net assets of each class of 
shares. 

    Expenses: Operating expenses directly attributable to a class of 
shares are charged to that class' operations. Expenses of the Funds not 
directly attributable to the operations of any class of shares are pro- 
rated among the classes to which the expense relates based on the relative 
net assets of each class of shares. 


                                       46

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

    Federal income taxes: The Funds have qualified and intend to qualify 
each year as regulated investment companies pursuant to the requirements 
of the Internal Revenue Code of 1986, as amended. The Funds distribute 
substantially all of their taxable income to their shareholders; there- 
fore, no Federal income tax provision is required. 

    Dividends and distributions to shareholders: Dividends from net in- 
vestment income of each Fund are determined on a class level and are de- 
clared daily and paid monthly. The Funds do not expect to realize any net 
long-term capital gains and, therefore, do not contemplate payments of any 
capital gains dividends. 

    Income dividends and capital gain distributions, if any, are deter- 
mined at fiscal year-end in accordance with Federal income tax regulations 
which may differ from generally accepted accounting principles. These dif- 
ferences are primarily due to differing treatments of income and gains on 
various investment securities held by the Fund, timing differences and 
differing characterization of distributions made by the Fund as a whole. 

2. INVESTMENT ADVISORY FEE, ADMINISTRATION FEE AND OTHER RELATED PARTY 
    TRANSACTIONS 

Lehman Brothers Global Asset Management Inc. ("LBGAM") serves as each 
Fund's Investment Adviser pursuant to Investment Advisory Agreements dated 
February 5, 1993. LBGAM is a wholly-owned subsidiary of Lehman Brothers 
Holdings Inc. ("Holdings"). Under the Investment Advisory Agreements, 
LBGAM is entitled to receive a monthly fee at the annual rate of 0.10% of 
the value of each Fund's average daily net assets. For the year ended Jan- 
uary 31, 1996, LBGAM voluntarily waived fees and reimbursed expenses as 
follows: 


<TABLE>
<CAPTION>
                                               FEES WAIVED   EXPENSES REIMBURSED 
<S>                                              <C>               <C>
Government Obligations Money Market Fund         $33,786             -- 
Cash Management Fund                               2,930           $37,850 
Treasury Instruments Money Market Fund II         29,151             -- 
Tax-Free Money Market Fund                        48,697             -- 
Municipal Money Market Fund                       44,040             -- 

</TABLE>

    First Data Investor Services Group, Inc. ("FDISG"), a wholly-owned 
subsidiary of First Data Corporation, serves as the Trust's Administrator 
pursuant to an Administration Agreement. Under the Administration Agree- 
ment, FDISG is entitled to receive a monthly fee at the annual rate of 
0.10% of the value of each Fund's average daily net assets. FDISG also 
serves as the Trust's Transfer Agent and receives additional fees for such 
services. For the year ended January 31, 1996, FDISG waived fees as fol- 
lows: 


<TABLE>
<CAPTION>
                                                                     FEES WAIVED 
<S>                                                                  <C>
Prime Money Market Fund                                              $3,282,923 
Prime Value Money Market Fund                                         2,127,361 
Government Obligations Money Market Fund                                 64,488 
Cash Management Fund                                                      2,165 
Treasury Instruments Money Market Fund II                               301,631 
Tax-Free Money Market Fund                                               56,170 
Municipal Money Market Fund                                             127,184 
</TABLE>

                                       47

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

    No officer or employee of Lehman Brothers Inc. ("Lehman Brothers"), 
LBGAM, FDISG or of any parent, subsidiary or affiliate thereof receives 
any compensation from the Trust for serving as an officer or Trustee of 
the Trust. The Trust pays each Trustee who is not an officer or employee 
of Lehman Brothers, LBGAM or FDISG or any parent, subsidiary or affiliate 
thereof $20,000 per annum, plus $1,250 per meeting attended, and reim- 
burses each such Trustee for travel and out-of-pocket expenses. 

    Boston Safe Deposit and Trust Company ("Boston Safe"), an indirect 
wholly-owned subsidiary of Mellon Bank Corporation, serves as the Funds' 
custodian. For the year ended January 31, 1996, Boston Safe waived fees as 
follows: 


<TABLE>
<CAPTION>
                                                                     FEES WAIVED 
<S>                                                                   <C>
Prime Money Market Fund                                               $367,060 
Prime Value Money Market Fund                                          245,913 
Government Obligations Money Market Fund                                22,172 
Cash Management Fund                                                     1,115 
Treasury Instruments Money Market Fund II                               49,415 
Tax-Free Money Market Fund                                              20,852 
Municipal Money Market Fund                                             31,090 
</TABLE>

3. SERVICE AGREEMENTS 

    Lehman Brothers acts as Distributor of the Trust's shares. 

    Pursuant to Rule 12b-1 under the Investment Company Act of 1940, as 
amended, the Funds have adopted either Service Agreements or Service and 
Distribution Agreements ("Service Agreements") with institutional inves- 
tors such as banks, savings and loan associations and other financial in- 
stitutions ("Service Organizations") which may purchase Class B, Class C 
and Class E shares. Under the Service Agreements, each Fund compensates 
Service Organizations for providing certain services to the Funds and 
holders of Class B, Class C and Class E shares. Service Agreement fees are 
paid by each Fund based on the value of the average daily net assets of 
each respective class of shares at the annual rates as follows: 0.25% for 
the Class B shares, 0.35% for the Class C shares, and 0.15% for the Class 
E shares. 

4. SHARES OF BENEFICIAL INTEREST 

    The Trustees have authority to issue an unlimited number of $0.001 par 
value shares of beneficial interest currently divided into four classes 
for each Fund, except for the Cash Management Fund. Since the Funds have 
sold shares, issued shares as reinvestments of dividends and redeemed 
shares only at a constant net asset value of $1.00 per share, the number 
of shares represented by such sales, reinvestments and redemptions is the 
same as the amounts shown below for such transactions. 

                                       48

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

    The tables below summarize transactions of each class of shares, at 
$1.00: 


<TABLE>
<CAPTION>
 PRIME MONEY                                  YEAR ENDED 
 MARKET FUND:                                   1/31/96 
                       CLASS A           CLASS B          CLASS C         CLASS E 
<S>               <C>                <C>                <C>            <C>
Sold              $ 97,578,640,948   $ 2,718,357,901    $ 56,321,073   $ 603,114,534 
Dividend 
  Reinvestment          95,915,354           175,069         107,551         668,432 
Redeemed           (95,294,028,189)   (2,736,718,080)    (50,418,076)   (600,288,961) 
Net increase/ 
  (decrease)      $  2,380,528,113   $   (18,185,110)   $  6,010,548   $   3,494,005 
</TABLE>

<TABLE>
<CAPTION>
                                              YEAR ENDED 
                                                1/31/95 
                       CLASS A           CLASS B           CLASS C         CLASS E 
<S>               <C>                <C>                <C>             <C>
Sold              $ 50,834,385,668   $ 1,726,597,698    $ 294,282,614   $ 195,210,550 
Dividend 
  Reinvestment          33,594,264            40,466           11,099         197,277 
Redeemed           (52,195,513,578)   (1,734,629,736)    (287,048,923)   (187,089,928) 
Net increase/ 
  (decrease)      $ (1,327,533,646)  $    (7,991,572)   $   7,244,790   $   8,317,899 
</TABLE>


<TABLE>
<CAPTION>
 PRIME VALUE MONEY           YEAR ENDED 
 MARKET FUND:                  1/31/96 
                       CLASS A          CLASS B 
<S>               <C>                <C>
Sold              $ 47,981,427,671   $ 253,136,580 
Dividend 
  Reinvestment          59,366,207             900 
Redeemed           (46,756,804,775)   (254,505,306) 
Net increase/ 
  (decrease)      $  1,283,989,103   $  (1,367,826) 
</TABLE>

<TABLE>
<CAPTION>
                                             YEAR ENDED 
                                               1/31/95 
                         CLASS A             CLASS B        CLASS D      CLASS E 
<S>                 <C>                   <C>               <C>          <C>
Sold                $ 35,347,664,625      $ 122,964,083     $  --         $100 
Dividend 
  Reinvestment            23,701,484           --                 23       -- 
Redeemed             (37,881,911,178)      (118,724,748)     (10,146)      -- 
Net increase/ 
  (decrease)        $ (2,510,545,069)     $   4,239,335     $(10,123)     $100 
</TABLE>

<TABLE>
<CAPTION>
 GOVERNMENT 
 OBLIGATIONS 
 MONEY MARKET                                YEAR ENDED 
 FUND:                                        1/31/96 
                       CLASS A           CLASS B         CLASS C*      CLASS E* 
<S>                <C>                 <C>             <C>             <C>
Sold               $ 1,069,873,758     $ 58,867,348    $  5,589,114    $ 588,760 
Dividend 
  Reinvestment             454,193           18,871               7        1,314 
Redeemed              (985,017,413)     (53,549,648)     (2,882,756)    (590,074) 
Net increase       $    85,310,538     $  5,336,571    $  2,706,365    $  -- 

</TABLE>
                                       49

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

GOVERNMENT 
 OBLIGATIONS 
 MONEY MARKET 
 FUND 
 (CONTINUED): 


<TABLE>
<CAPTION>
                         CLASS A            CLASS B         CLASS D      CLASS E 
<S>                   <C>                  <C>               <C>           <C>
Sold                  $1,366,951,349       $88,597,518       $  --         $100 
  Dividend 
  Reinvestment               465,286            13,481          --         -- 
Redeemed              (1,448,866,123)      (79,287,821)       (100)        -- 
Net increase/ 
(decrease)           $   (81,449,488)     $  9,323,178       $(100)       $100 
</TABLE>


<TABLE>
<CAPTION>
 CASH MANAGEMENT                              YEAR ENDED 
FUND:                                          1/31/96 
                         CLASS A          CLASS B        CLASS C         CLASS E 
<S>                   <C>                 <C>          <C>               <C>
Sold                  $ 390,296,226        $  --       $  --              $  -- 
Dividend 
  Reinvestment                1,563           --                 4           -- 
Redeemed               (393,928,236)        (100)         (200,111)        (100) 
Net decrease          $  (3,630,447)       $(100)      $  (200,107)       $(100) 
</TABLE>

<TABLE>
<CAPTION>
                                              YEAR ENDED 
                                               1/31/95 
                        CLASS A            CLASS B         CLASS C       CLASS E 
<S>                  <C>                 <C>               <C>           <C>
Sold                 $ 101,753,182       $  3,814,865      $200,000       $100 
Dividend 
  Reinvestment               1,426            --                  7        -- 
Redeemed              (138,723,878)        (3,814,865)        --           -- 
Net increase/ 
  (decrease)         $ (36,969,270)      $    --           $200,007       $100 
</TABLE>


<TABLE>
<CAPTION>
 TREASURY 
 INSTRUMENTS 
 MONEY MARKET                         YEAR ENDED 
 FUND II:                              1/31/96 
                       CLASS A           CLASS B         CLASS C* 
<S>                <C>                <C>              <C>
Sold               $ 5,000,089,634    $ 225,104,138    $ 25,311,812 
Dividend 
  Reinvestment           7,213,775        1,476,228         554,788 
Redeemed            (5,192,723,407)    (225,915,368)     (1,365,351) 
Net increase/ 
  (decrease)       $  (185,419,998)   $     664,998    $ 24,501,249 
</TABLE>

<TABLE>
<CAPTION>
                                       YEAR ENDED 
                                        1/31/95 
                         CLASS A            CLASS B         CLASS E 
<S>                  <C>                 <C>                <C>
Sold                 $ 3,209,159,843     $ 138,750,163       $100 
Dividend 
  Reinvestment             2,955,287           994,570        -- 
Redeemed              (3,000,100,464)     (146,364,683)       -- 
Net increase/ 
  (decrease)         $   212,014,666     $  (6,619,950)      $100 
</TABLE>

                                       50

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 


<TABLE>
<CAPTION>
 TAX-FREE MONEY              YEAR ENDED 
 MARKET FUND:                  1/31/96 
                        CLASS A         CLASS B 
<S>                  <C>                <C>
Sold                 $ 768,188,301        $  -- 
Dividend 
  Reinvestment             558,812              31 
Redeemed              (739,716,133)            (31) 
Net increase         $  29,030,980        $  -- 

</TABLE>

<TABLE>
<CAPTION>
                                       YEAR ENDED 
                                         1/31/95 
                         CLASS A            CLASS B         CLASS E 
<S>                   <C>                 <C>               <C>
Sold                  $ 685,428,863       $ 1,072,223        $100 
Dividend Rein- 
  vestment                  232,374               272         -- 
Redeemed               (685,042,968)       (1,072,495)        -- 
Net increase          $     618,269       $  --              $100 
</TABLE>

<TABLE>
<CAPTION>
 MUNICIPAL MONEY            YEAR ENDED 
 MARKET FUND:                1/31/96 
                      CLASS A         CLASS C* 
<S>               <C>               <C>
Sold              $ 2,859,696,960   $ 7,263,120 
Dividend 
  Reinvestment          1,821,819             4 
Redeemed           (2,820,023,841)   (5,294,660) 
Net increase      $    41,494,938   $ 1,968,464 
</TABLE>

<TABLE>
<CAPTION>
                               YEAR ENDED  
                                 1/31/95 
                      CLASS A        CLASS D   CLASS E 
<S>               <C>                <C>       <C>
Sold              $ 4,299,613,976     $  --     $100 
Dividend 
  Reinvestment          1,655,845      --        -- 
Redeemed           (4,558,624,785)     (100)     -- 
Net increase/ 
  (decrease)      $  (257,354,964)    $(100)    $100 
</TABLE>

* The Class C shares of the Government Obligations Money Market Fund, 
  Treasury Instruments Money Market Fund II and the Municipal Money Market 
  Fund commenced operations on April 18, 1995, August 10, 1995 and April 
  18, 1995, respectively. The Class E shares of the Government Obligations 
  Money Market Fund commenced operations on October 10, 1995. 

                                       51

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
NOTES TO FINANCIAL STATEMENTS (CONTINUED) 

    As of January 31, 1996, the following Funds had each issued 100 shares 
to the following classes in the amount of $100 to Lehman Brothers: 

<TABLE>
<CAPTION>
                                                                           CLASS 
<S>                                                                        <C>
Prime Value Money Market Fund                                              C, E 
Treasury Instruments Money Market Fund II                                     E 
Tax-Free Money Market Fund                                                 C, E 
Municipal Money Market Fund                                                B, E 

</TABLE>

    During the year ended January 31, 1996, no income or expenses were al- 
located to Class B, Class C and Class E shares that did not have capital 
stock activity during the year. 

5. ORGANIZATION COSTS 

    The Funds bear all costs in connection with their organization includ- 
ing fees and expenses of registering and qualifying their shares for dis- 
tribution under Federal and state securities regulations. All such costs 
are being amortized on the straight-line method over a period of five 
years from the commencement of operations of each Fund. In the event that 
any of the initial shares of a Fund are redeemed during such amortization 
period, the Fund will be reimbursed for any unamortized organization costs 
in the same proportion as the number of shares redeemed bears to the num- 
ber of initial shares held at the time of redemption. 

6. CAPITAL LOSS CARRYFORWARD 

    At January 31, 1996, the following Funds had available for Federal in- 
come tax purposes unused capital losses as follows: 

<TABLE>
<CAPTION>
 NAME OF FUND                          EXPIRING IN 2003         EXPIRING IN 2004 
<S>                                       <C>                      <C>
Prime Money Market Fund                   $  18,342                $159,460 
Prime Value Money Market Fund               239,613                    -- 
Government Obligations Money 
  Market Fund                                 4,414                    -- 
Treasury Instruments Money Market 
  Fund II                                        10                     804 
Tax-Free Money Market Fund                      330                    -- 

</TABLE>

7. SUBSEQUENT EVENT 

    The Board of Trustees of the Trust and shareholders approved a new In- 
vestment Advisory Agreement stating that, effective February 1, 1996, 
LBGAM is entitled to receive a monthly advisory fee at the annual rate of 
0.20% of the value of each Fund's average daily net assets. 

                                       52

<PAGE>

REPORT OF INDEPENDENT AUDITORS 

To the Shareholders and Trustees 
Lehman Brothers Institutional Funds Group Trust 

    We have audited the accompanying statements of assets and liabilities, 
including the portfolios of investments, of Lehman Brothers Institutional 
Funds Group Trust (the Trust), (comprising respectively, the Prime Money 
Market Fund, Prime Value Money Market Fund, Government Obligations Money 
Market Fund, Cash Management Fund, Treasury Instruments Money Market Fund 
II, Tax-Free Money Market Fund and Municipal Money Market Fund, collec- 
tively the Funds), as of January 31, 1996, and the related statements of 
operations for the year then ended and the statements of changes in net 
assets for each of the two years in the period then ended, and the finan- 
cial highlights for each of the periods indicated therein for each Fund 
class of shares. These financial statements and financial highlights are 
the responsibility of the Trust's management. Our responsibility is to ex- 
press an opinion on these financial statements and financial highlights 
based on our audits. 

    We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements and fi- 
nancial highlights are free of material misstatement. An audit includes 
examining, on a test basis, evidence supporting the amounts and disclo- 
sures in the financial statements. Our procedures included confirmation of 
securities owned as of January 31, 1996 by correspondence with the custo- 
dian and brokers. An audit also includes assessing the accounting princi- 
ples used and significant estimates made by management, as well as evalu- 
ating the overall financial statement presentation. We believe that our 
audits provide a reasonable basis for our opinion. 

    In our opinion, the financial statements and financial highlights re- 
ferred to above present fairly, in all material respects, the financial 
position of each of the respective Funds constituting Lehman Brothers In- 
stitutional Funds Group Trust at January 31, 1996, the results of their 
operations for the year then ended, the changes in their net assets for 
each of the two years in the period then ended, and financial highlights 
for each of the periods indicated therein for each Fund class of shares, 
in conformity with generally accepted accounting principles. 

                                 Ernst & Young LLP 

Boston, Massachusetts 
March 8, 1996 

                                       53

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
SPECIAL MEETING OF SHAREHOLDERS (UNAUDITED) 

    On January 31, 1996, the Trust held a Special Meeting of Shareholders. 
At the meeting, the following matters, all of which were approved with the 
exception of Proposal No. 4 with respect to Government Obligations Money 
Market Fund, were voted on: 

                              PROPOSAL NO. 1 

    The election of six (6) Trustees of the Trust: 

<TABLE>
<CAPTION>
         NAME                             FOR                       ABSTAINED 
<S>                                <C>                           <C>
Charles F. Barber                  5,306,561,708.810              93,908,649.360 
James A. Carbone                   5,322,540,007.570              77,930,350.600 
Burt N. Dorsett                    5,322,540,007.500              77,930,350.600 
Andrew D. Gordon                   5,283,347,829.220             117,122,528.950 
Edward J. Kaier                    5,322,540,007.570              77,930,350.600 
S. Donald Wiley                    5,322,540,007.570              77,930,350.600 
</TABLE>

                              PROPOSAL NO. 2 

    To approve or disapprove a proposed new investment advisory agreement 
for each Fund between the Trust, on behalf of such Fund, and LBGAM, each 
Fund's Investment Adviser, to increase the advisory fee from 0.10% to 
0.20% of the value of each Fund's average daily net assets: 


<TABLE>
<CAPTION>
       FUND                   FOR                AGAINST            ABSTAINED 
<S>                    <C>                   <C>                 <C>
Prime Money Market 
  Fund                 2,549,904,507.450     999,906,434.570     184,702,339.870 
Prime Value Money 
  Market Fund          1,204,869,675.450      89,079,771.140       1,429,134.020 
Government Obliga- 
  tions Money 
  Market Fund             65,580,363.420      19,007,960.100               0.000 
Cash Management 
  Fund                     1,040,116.100               0.000               0.000 
Treasury Instru- 
  ments Money 
  Market Fund II         154,657,883.200          18,753.000       2,507,999.310 
Tax-Free Money 
  Market Fund             46,310,619.000       3,695,237.320       1,409,476.010 
Municipal Money 
  Market Fund             68,475,021.920       7,845,630.420          29,435.870 

</TABLE>

                              PROPOSAL NO. 3 

    To approve or disapprove the modification of each Fund's (except the 
Cash Management Fund's) investment restriction regarding borrowing: 


<TABLE>
<CAPTION>
       FUND                   FOR                AGAINST            ABSTAINED 
<S>                    <C>                   <C>                  <C>
Prime Money Market 
  Fund                 2,733,877,490.410     998,911,502.000       1,724,289.480 
Prime Value Money 
  Market Fund          1,094,168,282.890     170,076,050.890      31,134,246.830 
Government Obliga- 
  tions Money 
  Market Fund             65,580,363.420      19,007,960.100               0.000 
Treasury Instru- 
  ments Money 
  Market Fund II         153,882,817.520         793,818.680       2,507,999.310 
Tax-Free Money 
  Market Fund             47,720,095.010       3,695,237.320               0.000 
Municipal Money 
  Market Fund             67,823,971.180       7,875,066.290         651,050.740 

</TABLE>

                                       54

<PAGE>

LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 
SPECIAL MEETING OF SHAREHOLDERS (UNAUDITED) (CONTINUED) 

                              PROPOSAL NO. 4 

To approve or disapprove the modification of each Fund's (except the 
Cash Management Fund's) investment restriction regarding making loans: 


<TABLE>
<CAPTION>
       FUND                  FOR                 AGAINST            ABSTAINED 
<S>                   <C>                   <C>                   <C>
Prime Money Market 
  Fund                2,696,493,094.380     1,038,020,187.510              0.000 
Prime Value Money 
  Market Fund         1,039,744,642.660       226,478,010.920     29,155,927.030 
Government Obliga- 
  tions Money 
  Market Fund            51,710,363.420        32,877,960.100              0.000 
Treasury Instru- 
  ments Money 
  Market Fund II        153,882,817.520           793,818.680      2,507,999.310 
Tax-Free Money 
  Market Fund            47,720,095.010         3,695,237.320              0.000 
Municipal Money 
  Market Fund            75,023,971.180           675,066.290        651,050.740 

</TABLE>

                              PROPOSAL NO. 5 

    To ratify or reject the selection of Ernst & Young LLP as the indepen- 
dent public accountants being employed by the Trust for the fiscal year 
ending January 31, 1996: 


<TABLE>
<CAPTION>
       FOR                            AGAINST                       ABSTAINED 
<S>                               <C>                            <C>            
5,335,616,713.200                 49,959,168.960                 14,894,476.010 
</TABLE>

<PAGE>


              LEHMAN BROTHERS INSTITUTIONAL FUNDS GROUP TRUST 

                          PRIME MONEY MARKET FUND 
                       PRIME VALUE MONEY MARKET FUND 
                 GOVERNMENT OBLIGATIONS MONEY MARKET FUND 
                           CASH MANAGEMENT FUND 
                 TREASURY INSTRUMENTS MONEY MARKET FUND II 
                        TAX-FREE MONEY MARKET FUND 
                        MUNICIPAL MONEY MARKET FUND 

THIS REPORT IS FOR THE GENERAL INFORMATION OF THE SHAREHOLDERS OF LEHMAN 
BROTHERS INSTITUTIONAL FUNDS GROUP TRUST. ITS USE IN CONNECTION WITH ANY 
OFFERING OF THE TRUST'S SHARES IS AUTHORIZED ONLY IF ACCOMPANIED OR PRE- 
CEDED BY THE TRUST'S CURRENT PROSPECTUSES. 











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