NEUBERGER & BERMAN INCOME TRUST
N-30D, 1996-12-27
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<PAGE>

Neuberger&Berman Management Inc.-R-
605 THIRD AVENUE 2ND FLOOR
NEW YORK, NY 10158-0180
SHAREHOLDER SERVICES
800.877.9700
INSTITUTIONAL SERVICES
800.366.6264

Statistics and projections in this report are derived from sources deemed to be
reliable but cannot be regarded as a representation of future results of the
Funds. This report is prepared for the general information of shareholders and
is not an offer of shares of the Funds. 

Shares are sold only through the currently effective prospectus, which must
precede or accompany this report.

ANNUAL REPORT

October 31, 1996

Neuberger&Berman Income Trust-R-
Neuberger&Berman
     ULTRA SHORT BOND TRUST
Neuberger&Berman
     LIMITED MATURITY BOND TRUST


printed on recycled paper

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NBITAR001096


<PAGE>
TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
<S>                       <C>
    THE TRUSTS
 
    PRESIDENT'S LETTER            4
 
    GROWTH OF A DOLLAR
    CHARTS
      COMPARISON OF A
      $10,000 INVESTMENT
Ultra Short Bond Trust            9
Limited Maturity Bond
 Trust                           10
 
    FINANCIAL STATEMENTS         12
 
    FINANCIAL HIGHLIGHTS
      PER SHARE DATA
Ultra Short Bond Trust           19
Limited Maturity Bond
 Trust                           20
 
    REPORT OF
    INDEPENDENT AUDITORS         22
 
    THE PORTFOLIOS
 
    SCHEDULE OF
    INVESTMENTS
Ultra Short Bond
 Portfolio                       24
Limited Maturity Bond
 Portfolio                       28
 
    FINANCIAL STATEMENTS         35
 
    FINANCIAL HIGHLIGHTS         42
 
    REPORT OF
    INDEPENDENT AUDITORS         43
 
    DIRECTORY                    45
 
    OFFICERS AND
    TRUSTEES                     46
</TABLE>
 
                                                                               3
<PAGE>
PRESIDENT'S LETTER*                                            December 13, 1996
 
Dear Shareholder,
  At the time of your fund's October 1995 Annual Report, bond prices were in the
midst  of  a  strong rally,  with  tepid  economic growth  and  benign inflation
fostering a positive environment for fixed-income securities. After weathering a
significant inflation scare this spring  and summer, bonds were benefiting  from
similarly favorable economic conditions as the current fiscal year ended.
  The twelve months through October 31, 1996, were an unstable time for interest
rates.  The  Federal  Reserve Board  (the  "Fed") made  adjustments  to monetary
policy, reducing the Federal  funds rate from 5.75%  to 5.25%, and lowering  the
Discount  Rate by a  quarter percentage point  to 5%. The  Fed's steady approach
kept shorter-maturity securities  in a narrow  range, with three-month  Treasury
bills, for example, trading between about 4.9% and 5.6% over the fiscal year.
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
    CUMULATIVE TOTAL RETURNS ON U.S. TREASURY
                    SECURITIES
<S>                                                 <C>                    <C>
                                                    3-year Treasury Notes   30-year Treasury Bonds
Nov-95                                                              1.15%                    3.15%
Dec-95                                                           2.06035%                6.048515%
Jan-96                                                          3.029923%                5.634926%
Feb-96                                                          2.174775%               -0.565844%
Mar-96                                                          1.725206%               -2.604244%
Apr-96                                                           1.42003%               -5.058618%
May-96                                                           1.47074%               -5.514335%
Jun-96                                                           2.36383%               -3.870286%
Jul-96                                                          2.670774%               -4.225966%
Aug-96                                                          2.670774%               -5.825392%
Sep-96                                                           4.11083%               -2.971901%
Oct-96                                                          5.703726%                1.112982%
Source: Salomon Brothers
</TABLE>
 
  The  intermediate- and  long-term sectors  of the  bond market,  however, were
destabilized by  conflicting signals  on growth  and inflation.  At first,  most
signs  pointed  toward a  continuation of  relatively  slow but  steady economic
growth. The  correspondingly sanguine  outlook for  inflation nurtured  steadily
lower  rates, with the yield  on the long Treasury  bond (which is the benchmark
30-year Treasury) falling from  6.34% in November to  5.95% in January. But  the
market's tranquility
 
4
<PAGE>
was  shattered  with the  news  that 624,000  non-farm  jobs were  added  to the
nation's payrolls in  February. Further signs  of above-average economic  growth
appeared  in the form of rising  commodity prices, strong consumer confidence, a
4.8% increase in second-quarter gross domestic product, and hints of  labor-cost
pressures. At the peak of concerns about economic overheating in July, the yield
on the Treasury's 30-year bond climbed to 7.19%.
  Since  August, commodity prices and the pace of economic growth have declined,
and labor costs  increased by just  0.6% in  the third quarter.  By your  fund's
fiscal  year end, yields on the long Treasury  bond had fallen back to 6.64%, or
only 0.30% above their yield in November 1995.
  Since bond prices move inversely to interest rates, the Fed's stable  monetary
policy  and the sometimes worrisome  inflation data helped short-term Treasuries
outperform long-term Treasuries over the fiscal year. The stronger-than-expected
economy also helped corporate issues beat Treasury debt with similar maturities,
while upward pressure on long-term  rates allowed mortgage-backed securities  to
outperform  both  Treasury debt  and most  corporate bonds.  Treasury securities
usually underperform corporate  bonds during  periods of  economic growth.  Your
Neuberger&Berman Income Trusts were in a position to benefit from these trends.
  We  strive to merit your continued  confidence and remain committed to seeking
consistent returns in  all types of  market environments. A  discussion of  each
portfolio's  strategy during  the 12-month period  covered by  the Annual Report
follows.
 
   ULTRA SHORT BOND  TRUST Fixed  income bulls  overwhelmed their  predominantly
bearish  brethren in the final moments of the third quarter of 1996. Most market
pundits, predicting a rate hike by the  Fed, were caught by surprise as the  Fed
held  rates  steady, and  key  economic statistics  indicated  no rate  rise was
imminent. Buyers overwhelmed  sellers, driving interest  rates lower across  the
board. Yields on short-term securities fell about 30 basis points in the closing
days  of September  as renewed confidence  was established, returning  us to the
positive market environment which began the fiscal year.
 
*Statistical sources: Federal Reserve Board; Press reports, Bloomberg  Financial
 Markets, Labor Department, Commerce Department, Bureau of Labor Statistics.
 
                                                                               5
<PAGE>
  As  a result of  the bond market's encouraging  performance, we have gradually
extended the weighted average portfolio  duration (a measure of the  Portfolio's
exposure to interest rate risk) to 1.5 years by the close of the fiscal year, as
opposed  to  the  more  defensive  stance we  had  taken  from  February through
September. As we reduced our commitment to less volatile money market issues, we
looked for value in longer-term securities, locking in higher interest rates.
  During fiscal 1996, the  spread of interest rates  between 6-month and  2-year
securities  changed from a relatively  narrow difference of 5  basis points to a
wider difference of 47 basis points. At the  end of the fiscal year, 75% of  the
portfolio  was invested in securities  maturing in more than  one year. The U.S.
inflation rate appears  to be benign  and our portfolio  offers an  above-market
return  to the majority of  money market funds and,  we believe, is particularly
attractive in inflation-adjusted terms.
  At fiscal  year-end, the  portfolio  shows a  significant commitment  to  U.S.
Treasuries,  AAA-rated  asset-backed  securities,  and  U.S.  Government  agency
mortgage-backed securities.  U.S. Treasuries  with maturities  greater than  one
year participated in the recent market price appreciation and have been a sector
of  value for our portfolio,  which had 24% invested  in Treasuries greater than
one year at October 31,  1996. Also, we have committed  19% of the portfolio  to
the  asset-backed sector.  These AAA-rated  securities have  increased the total
return of  the portfolio  with  minimal credit  risk.  As always,  our  constant
internal  analysis of  credit trends  and their  effect on  issuers continues to
indicate the presence of strong cash  flows and strong balance sheets.  Finally,
we  have increased the  portfolio's commitment to  the mortgage-backed sector to
18%, as the  attractive return of  these securities  has been passed  over by  a
market concerned by prepayment fears. Our selection process has focused on those
issues  which, we believe, should be unaffected by increased prepayments, giving
us an opportunity to add incremental yield to the portfolio.
 
   LIMITED MATURITY BOND TRUST The fiscal period November 1, 1995 to October 31,
1996 ended on an  upbeat note for  the bond market in  general, and the  Limited
Maturity  Bond Trust in particular, as  yields across all maturities fell during
September and  October. Yields  in the  1- to  5-year maturity  range ended  the
period only modestly higher
 
6
<PAGE>
(10  to 25  basis points)  than at  the start  of the  fiscal year.  In between,
however, the  bond market  was on  a roller  coaster ride,  with interest  rates
falling  early  in  the  period,  then  rising  extremely  rapidly,  and finally
declining once  again  for  the  final  rally.  Managing  our  weighted  average
portfolio duration (a measure of the Portfolio's exposure to interest rate risk)
during  this period of  volatility remained consistent  with our trend-following
style. For  example,  in the  early  portion of  the  year our  duration  was  a
relatively  long 3  years on  average as we  took advantage  of falling interest
rates. When the trend  reversed in February  and March as a  result of signs  of
increased  economic growth, higher  inflation expectations, and  comments by Fed
Chairman Alan Greenspan, we shortened duration several times including a low for
the year of 2.2 years which was reached in June. By September, the market seemed
to  have  overreacted  to  the  economic  signals,  and  from  a  technical  and
fundamental  standpoint appeared undervalued. We lengthened the weighted average
portfolio duration to just  over 2.5 years  at the close  of our fiscal  period.
Yields  fell from September through the end  of the fiscal year, which benefited
the portfolio due to its longer duration.
  Corporate bonds remained the largest sector  in the portfolio as we  continued
to  find  value  through  our  bottom-up  bond  selection  process  (looking  at
individual  bonds  rather  than  average  sector  prices)  despite  a  generally
expensive  (i.e.,  relatively small  incremental  yields compared  to comparable
duration Treasury securities) corporate bond market. The below-investment  grade
segment  of  our holdings  outperformed all  other sectors,  due to  the healthy
market conditions in high yield bonds  as well as effective individual  security
selection.  Our research staff  identified several bonds  during the period that
appeared underpriced relative to their credit fundamentals and which we added to
the portfolio. These included Tenet  Healthcare, a leading hospital firm,  which
was  put  on  watch for  a  potential upgrade  during  the period  by  S&P. This
potential upgrade resulted in the market pricing these bonds at a tighter spread
(yield  differentials)  to  Treasuries,  which  resulted  in  their  significant
outperformance  of the market. The below-investment  grade portion was 9% of the
portfolio at the end of the  fiscal year. Investment grade bonds also  performed
well,  with  restructuring  at  firms  such as  Tenneco  Inc.  and  Alco Capital
Resource,  Inc.  resulting  in  higher  prices  for  their  bonds,  relative  to
comparable duration Treasuries.
 
                                                                               7
<PAGE>
  Investments  in mortgage-backed and asset-backed  securities accounted for the
majority of the remainder of the portfolio. The asset-backed securities are  all
rated  "AAA" and are backed by pools  of credit card receivables, auto loans and
leases, or  equipment loans.  While the  increase in  consumer delinquencies  on
credit  cards has received a lot of media attention, the asset-backed securities
in our portfolio are  of the highest  quality. The bonds  in our portfolio  have
outperformed  comparable duration Treasury securities  as the collateral backing
these  securities  has  performed  within  the  bond  market's  and  the  rating
agencies' expectations. The mortgage market performed well throughout the second
half of the year, and our investment in 7-year and
15-year  agency  pass-through mortgage-backed  securities  added to  the Trust's
return.
 
Sincerely,
/s/ Theodore P. Giuliano
 
Theodore P. Giuliano
President and Trustee
Neuberger&Berman Income Trust
 
The composition and holdings of the Portfolios are subject to change.
 
8
<PAGE>
COMPARISON OF A $10,000 INVESTMENT
Neuberger&Berman                                                October 31, 1996
- ----------------------------------------------------------------------
          Ultra Short Bond Trust
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<S>                                <C>            <C>
Average Annual Total Return 1
                                     Ultra Short          6-Month Salomon
                                      Bond Trust    Treasury Bill Index 2
1 Year                                    +5.24%                   +5.42%
5 Year                                    +4.26%                   +4.58%
Life of Fund                              +5.82%                   +5.91%
                                     Ultra Short          6-Month Salomon
                                      Bond Trust      Treasury Bill Index
11/7/86                                  $10,000                  $10,000
10/31/87                                 $10,518                  $10,599
1988                                     $11,271                  $11,312
1989                                     $12,291                  $12,298
1990                                     $13,272                  $13,308
1991                                     $14,286                  $14,186
1992                                     $14,920                  $14,797
1993                                     $15,460                  $15,281
1994                                     $15,756                  $15,886
1995                                     $16,726                  $16,836
1996                                     $17,602                  $17,750
</TABLE>
 
   The performance information for Neuberger&Berman Ultra Short Bond Trust is as
of  October 31, 1996. Neuberger&Berman Ultra  Short Bond Trust started operating
on September 7, 1993. It has  identical investment objectives and policies,  and
invests in the same Portfolio as Neuberger&Berman Ultra Short Bond Fund ("Sister
Fund"),   which  is  also  managed   by  Neuberger&Berman  Management  Inc.  The
performance information shown in the above chart for the period before September
7, 1993, is for the Sister Fund which commenced operations on November 7,  1986.
Neuberger&Berman  Management Inc. has voluntarily  undertaken to reimburse Ultra
Short Bond  Trust for  its operating  expenses and  its pro  rata share  of  its
Portfolio's operating expenses which, in the aggregate, exceed .75% per annum of
Ultra  Short  Bond Trust's  average daily  net assets.  This arrangement  can be
terminated upon 60  days' notice.  Absent such arrangement,  the average  annual
total  returns would have been less. The  total returns for periods prior to the
Trust's commencement of operations would have been lower had they reflected  the
higher  expense ratios  of the  Trust as  compared to  those of Neuberger&Berman
Ultra Short Bond Fund.
 
1. "Total Return" includes reinvestment of all income dividends and capital gain
distributions. Results represent  past performance  and do  not indicate  future
results.  The  value  of  an investment  in  the  Trust and  the  return  on the
investment both will fluctuate, and redemption  proceeds may be higher or  lower
than an investor's original cost.
 
2.  The 6-Month Salomon Treasury Bill Index is  an unmanaged index of the 6 most
recent 6-month Treasury bill securities. This index consists of a moving 6-month
average yield (not total return) of the 6-month Treasury bills. Please note that
indices do not  take into  account any  fees and  expenses of  investing in  the
individual  securities  that  they  track, and  that  individuals  cannot invest
directly in any index. Data about the performance of this index are prepared  or
obtained  by Neuberger&Berman  Management Inc.  and include  reinvestment of all
dividends  and  capital  gain  distributions.  The  Portfolio  invests  in  many
securities not included in the above-described index.
 
                                                                               9
<PAGE>
COMPARISON OF A $10,000 INVESTMENT
Neuberger&Berman                                                October 31, 1996
- ----------------------------------------------------------------------
          Limited Maturity Bond Trust
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S>                                <C>            <C>
                                         Limited
                                        Maturity        Merrill Lynch 1-3
                                      Bond Trust    Year Treasury Index
10/31/86                                 $10,000                $10,000
1987                                     $10,328                $10,530
1988                                     $11,179                $11,328
1989                                     $12,248                $12,394
1990                                     $13,210                $13,478
1991                                     $14,649                $14,998
1992                                     $15,801                $16,227
1993                                     $16,946                $17,172
1994                                     $16,944                $17,375
1995                                     $18,361                $18,930
1996                                     $19,333                $20,049
Average Annual Total Return 1
                                Limited Maturity      Merrill Lynch 1-3
                                      Bond Trust  Year Treasury Index 2
1 Year                                    +5.29%                 +5.91%
5 Year                                    +5.71%                 +5.98%
10 Year                                   +6.81%                 +7.20%
</TABLE>
 
   The  performance information for Neuberger&Berman Limited Maturity Bond Trust
is as of October 31, 1996. Neuberger&Berman Limited Maturity Bond Trust  started
operating  on  August  30,  1993. It  has  identical  investment  objectives and
policies, and invests in the same Portfolio as Neuberger&Berman Limited Maturity
Bond Fund ("Sister Fund"), which is also managed by Neuberger&Berman  Management
Inc.  The performance information shown in the above chart for the period before
August 30, 1993, is for the  Sister Fund. Neuberger& Berman Management Inc.  has
voluntarily  undertaken  to  reimburse  Limited  Maturity  Bond  Trust  for  its
operating expenses and its pro rata share of its Portfolio's operating  expenses
which,  in the aggregate, exceed .80% per annum of Limited Maturity Bond Trust's
average daily  net assets.  This arrangement  can be  terminated upon  60  days'
notice.  Absent such  arrangement, the average  annual total  returns would have
been less. The total  returns for periods prior  to the Trust's commencement  of
operations would have been lower had they reflected the higher expense ratios of
the Trust as compared to those of Neuberger&Berman Limited Maturity Bond Fund.
 
1. "Total Return" includes reinvestment of all income dividends and capital gain
distributions.  Results represent  past performance  and do  not indicate future
results. The  value  of  an investment  in  the  Trust and  the  return  on  the
investment  both will fluctuate, and redemption  proceeds may be higher or lower
than an investor's original cost.
 
2. The Merrill Lynch 1-3 Year Treasury Index is an unmanaged total return market
value index consisting of all coupon-bearing U.S. Treasury publicly placed  debt
securities  with maturities between 1  and 3 years. Please  note that indices do
not take  into account  any fees  and expenses  of investing  in the  individual
securities  that they track, and that  individuals cannot invest directly in any
index. Data about  the performance  of this index  are prepared  or obtained  by
Neuberger&Berman  Management Inc. and include  reinvestment of all dividends and
capital gain  distributions.  The  Portfolio  invests  in  many  securities  not
included in the above-described index.
 
10
<PAGE>
                 (This page has been left blank intentionally.)
 
                                                                              11
<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES
Neuberger&Berman                                                October 31, 1996
- ----------------------------------------------------------------------
          Income Trust
 
<TABLE>
<CAPTION>
                                                                      LIMITED
                                                     ULTRA SHORT     MATURITY
(000'S OMITTED EXCEPT PER SHARE AMOUNTS)             BOND TRUST     BOND TRUST
                                                    ----------------------------
<S>                                                 <C>            <C>
ASSETS
      Investment in corresponding Portfolio, at
        value (Note A)                              $    6,637     $ 21,253
      Deferred organization costs (Note A)                  20           19
      Receivable for Trust shares sold                      --           27
      Receivable from administrator -- net (Note
        B)                                                   7            2
                                                    ----------------------------
                                                         6,664       21,301
                                                    ----------------------------
LIABILITIES
      Dividends payable                                     --            2
      Payable for Trust shares redeemed                     --           37
      Accrued expenses                                      31           34
                                                    ----------------------------
                                                            31           73
                                                    ----------------------------
NET ASSETS at value                                 $    6,633     $ 21,228
                                                    ----------------------------
 
NET ASSETS consist of:
      Par value                                     $        1     $      2
      Paid-in capital in excess of par value             6,658       21,224
      Accumulated net realized losses on
        investment                                         (48   )      (47     )
      Net unrealized appreciation in value of
        investment                                          22           49
                                                    ----------------------------
NET ASSETS at value                                 $    6,633     $ 21,228
                                                    ----------------------------
 
SHARES OUTSTANDING
      ($.001 par value; unlimited shares
        authorized)                                        676        2,227
                                                    ----------------------------
 
NET ASSET VALUE, offering and redemption price per
  share                                                  $9.82        $9.53
                                                    ----------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
12
<PAGE>
STATEMENTS OF OPERATIONS
Neuberger&Berman                             For the Year Ended October 31, 1996
- ----------------------------------------------------------------------
          Income Trust
 
<TABLE>
<CAPTION>
                                                                   LIMITED
                                                    ULTRA SHORT   MATURITY
(000'S OMITTED)                                     BOND TRUST   BOND TRUST
                                                    ------------------------
<S>                                                 <C>          <C>
INVESTMENT INCOME
    Investment income from corresponding Portfolio
      (Note A)                                      $   383      $1,046
                                                    ------------------------
    Expenses:
      Administration fee (Note B)                        31         76
      Amortization of deferred organization and
        initial offering expenses (Note A)               11         11
      Auditing fees                                       5          5
      Custodian fees                                     10         10
      Legal fees                                         25         25
      Registration and filing fees                       28         36
      Shareholder reports                                36         56
      Shareholder servicing agent fees                   18         20
      Trustees' fees and expenses                         1          1
      Miscellaneous                                       1          1
      Expenses from corresponding Portfolio (Notes
        A & B)                                           25         51
                                                    ------------------------
        Total expenses                                  191        292
      Deduct -- expenses reimbursed by
        administrator (Note B)                         (144    )  (169      )
                                                    ------------------------
        Total net expenses                               47        123
                                                    ------------------------
        Net investment income                           336        923
                                                    ------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
  FROM CORRESPONDING PORTFOLIO (NOTE A)
    Net realized loss on investment securities          (42    )    (6      )
    Net realized loss on financial futures
      contracts                                          --         (1      )
    Net realized loss on foreign currency
      transactions                                       --         (3      )
    Change in net unrealized appreciation of
      investment securities, translation of assets
      and liabilities in foreign currencies, and
      foreign currency contracts                         19          2
    Net unrealized depreciation of financial
      futures contracts                                  --        (60      )
                                                    ------------------------
        Net loss on investments from corresponding
          Portfolio (Note A)                            (23    )   (68      )
                                                    ------------------------
        Net increase in net assets resulting from
          operations                                $   313      $ 855
                                                    ------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                                                              13
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
Neuberger&Berman
- ----------------------------------------------------------------------
          Income Trust
 
<TABLE>
<CAPTION>
                                                 ULTRA SHORT               LIMITED MATURITY
                                                  BOND TRUST                  BOND TRUST
                                                     Year                        Year
                                                    Ended                       Ended
                                                 October 31,                 October 31,
(000'S OMITTED)                               1996          1995          1996          1995
                                          ------------------------------------------------------
<S>                                       <C>           <C>           <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
 
FROM OPERATIONS:
    Net investment income                 $        336  $         81  $        923  $        537
    Net realized loss on investments
      from corresponding Portfolio (Note
      A)                                           (42)           (1)          (10)          (13)
    Change in net unrealized
      appreciation (depreciation) of
      investments from corresponding
      Portfolio (Note A)                            19             9           (58)          181
                                          ------------------------------------------------------
    Net increase in net assets resulting
      from operations                              313            89           855           705
                                          ------------------------------------------------------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
    Net investment income                         (336)          (81)         (922)         (537)
                                          ------------------------------------------------------
FROM TRUST SHARE TRANSACTIONS:
    Proceeds from shares sold                    8,353         1,795        15,484         6,602
    Proceeds from reinvestment of
      dividends                                    335            80           906           530
    Payments for shares redeemed                (3,772)       (1,379)       (7,010)       (2,093)
                                          ------------------------------------------------------
    Net increase from Trust share
      transactions                               4,916           496         9,380         5,039
                                          ------------------------------------------------------
NET INCREASE IN NET ASSETS                       4,893           504         9,313         5,207
NET ASSETS:
    Beginning of year                            1,740         1,236        11,915         6,708
                                          ------------------------------------------------------
    End of year                           $      6,633  $      1,740  $     21,228  $     11,915
                                          ------------------------------------------------------
    Accumulated undistributed foreign
      currency gains                      $         --  $         --  $         --  $          3
                                          ------------------------------------------------------
NUMBER OF TRUST SHARES:
    Sold                                           849           182         1,629           694
    Issued on reinvestment of dividends             34             8            95            56
    Redeemed                                      (384)         (140)         (737)         (221)
                                          ------------------------------------------------------
    Net increase in shares outstanding             499            50           987           529
                                          ------------------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
14
<PAGE>
NOTES TO FINANCIAL STATEMENTS
Neuberger&Berman                                                October 31, 1996
- ----------------------------------------------------------------------
          Income Trust
 
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1) GENERAL:   Neuberger&Berman  Ultra  Short  Bond  Trust  ("Ultra  Short")  and
   Neuberger&Berman   Limited   Maturity   Bond   Trust   ("Limited   Maturity")
   (collectively, the "Funds") are separate operating series of Neuberger&Berman
   Income Trust (the "Trust"), a Delaware business trust organized pursuant to a
   Trust Instrument dated May 6, 1993. The Trust is registered as a diversified,
   open-end  management investment company  under the Investment  Company Act of
   1940, as amended, and its shares  are registered under the Securities Act  of
   1933,  as amended. The trustees of  the Trust may establish additional series
   or classes of shares without the approval of the shareholders.
      The assets of each series belong only to that series, and the  liabilities
   of each series are borne solely by that series and no other.
       Each Fund  seeks to achieve its investment  objective by investing all of
   its net investable assets in  its corresponding Portfolio of Income  Managers
   Trust  (each a "Portfolio") having the same investment objective and policies
   as the  Fund.  The value  of  each  Fund's investment  in  its  corresponding
   Portfolio  reflects that Fund's  proportionate interest in  the net assets of
   that Portfolio  (6.91%  and  7.95%  for Ultra  Short  and  Limited  Maturity,
   respectively,  at October 31, 1996). The performance of each Fund is directly
   affected by the  performance of  its corresponding  Portfolio. The  financial
   statements  of  each Portfolio,  including the  Schedule of  Investments, are
   included elsewhere in this report and should be read in conjunction with  the
   corresponding Fund's financial statements.
2) PORTFOLIO  VALUATION: Each Fund  records its investment  in its corresponding
   Portfolio at value. Investment securities  held by each Portfolio are  valued
   by  Income Managers Trust as indicated in the notes following the Portfolios'
   Schedule of Investments.
3) FEDERAL INCOME  TAXES: Each  series of  the Trust  is treated  as a  separate
   entity  for Federal income tax purposes. It is the policy of each Fund of the
   Trust to continue to qualify as  a regulated investment company by  complying
   with  the provisions available to certain investment companies, as defined in
   applicable sections of the Internal  Revenue Code, and to make  distributions
   of  investment company taxable income and  net capital gains (after reduction
   for any amounts  available for Federal  income tax purposes  as capital  loss
   carryforwards)  sufficient  to relieve  it  from all,  or  substantially all,
   Federal income taxes. Accordingly, each Fund paid no Federal income taxes and
   no provision for Federal income taxes was required.
 
                                                                              15
<PAGE>
4) DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS:  Each Fund earns income, net  of
   Portfolio  expenses, daily on its  investment in its corresponding Portfolio.
   It is the policy of each Fund to declare dividends from net investment income
   on each business day; such dividends are paid monthly. Distributions from net
   realized capital gains, if any, are normally distributed in December. To  the
   extent  each Fund's  net realized  capital gains,  if any,  can be  offset by
   capital loss  carryforwards ($29,  $6,430, $1,909,  and $39,554  expiring  in
   2001,  2002, 2003, and 2004, respectively,  for Ultra Short and $86, $11,896,
   $24,346, and $70,825 expiring  in 2001, 2002,  2003, and 2004,  respectively,
   for Limited Maturity, determined as of October 31, 1996), it is the policy of
   each Fund not to distribute such gains.
       Each Fund distinguishes between dividends  on a tax basis and a financial
   reporting basis and only  distributions in excess of  tax basis earnings  and
   profits  are reported  in the  financial statements  as a  return of capital.
   Differences in  the  recognition  or classification  of  income  between  the
   financial  statements and tax earnings and  profits which result in temporary
   over-distributions  for  financial  statement  purposes  are  classified   as
   dividends  in excess  of net  investment income  or accumulated  net realized
   gains.
5) ORGANIZATION EXPENSES: Expenses incurred by each Fund in connection with  its
   organization are being amortized by each Fund on a straight-line basis over a
   five-year  period.  At  October 31,  1996,  the unamortized  balance  of such
   expenses amounted  to  $20,286  and  $19,287  for  Ultra  Short  and  Limited
   Maturity, respectively.
6) EXPENSE  ALLOCATION: Each  Fund bears all  costs of  its operations. Expenses
   incurred by the Trust with respect to both Funds are allocated in  proportion
   to the net assets of the Funds, except where a more appropriate allocation of
   expenses  to  each  Fund  can otherwise  be  made  fairly.  Expenses directly
   attributable to a Fund are charged to that Fund.
7) OTHER: All net investment  income and realized  and unrealized capital  gains
   and  losses of  each Portfolio  are allocated  pro rata  among its respective
   Funds and any other investors in the Portfolio.
 
NOTE B -- ADMINISTRATION FEES, DISTRIBUTION ARRANGEMENTS, AND OTHER TRANSACTIONS
WITH AFFILIATES:
   Each Fund retains Neuberger&Berman Management Incorporated ("Management")  as
its  administrator under an  Administration Agreement ("Agreement")  dated as of
July 12,  1993.  Pursuant  to  this  Agreement  each  Fund  pays  Management  an
administration  fee at the annual rate of  .50% of that Fund's average daily net
assets and  indirectly  pays  for investment  management  services  through  its
investment  in its  corresponding Portfolio  (see Note  B of  Notes to Financial
Statements of the Portfolios).  The Agreement provides if,  with respect to  any
fiscal year of each Fund, its total operating expenses plus its pro rata portion
of  its corresponding Portfolio's operating expenses (including the fees payable
to Management but excluding interest, taxes,
 
16
<PAGE>
brokerage commissions, and extraordinary expenses) ("Operating Expenses") exceed
the most restrictive of  the expense limitations imposed  by securities laws  of
the   states  in  which   such  Fund's  shares  are   qualified  for  sale,  the
administration fees for that fiscal year will  be reduced by the amount of  such
excess, provided that Management has no obligation to reimburse the Fund for any
such  expenses that exceed the administration  fee. The most restrictive expense
limitation applicable during the year ended October 31, 1996, to which each Fund
was subject, was 2 1/2% of the first $30 million of average daily net assets, 2%
of the  next  $70 million  of  average  daily net  assets,  and 1  1/2%  of  any
additional average daily net assets. No reduction in the administration fee as a
result  of any state expense limitation was  required for the year ended October
31, 1996. Reduction  pursuant to the  state expense limitation  would have  been
required  for Ultra Short had Management not voluntarily undertaken to reimburse
the Fund for certain expenses, as described below. In the future, there will  be
no state expense limitations applicable to any fund.
   In addition, Management has voluntarily undertaken to reimburse each Fund for
its respective Operating Expenses which exceed, in the aggregate, .75% per annum
for  Ultra Short (.65%  prior to March 1,  1995) and .80%  per annum for Limited
Maturity (.70% prior  to March 1,  1995) of their  respective average daily  net
assets.  Each undertaking is subject to  termination by Management upon at least
60 days'  prior written  notice to  the  appropriate Fund.  For the  year  ended
October  31, 1996,  such excess expenses  amounted to $143,959  and $168,733 for
Ultra Short and Limited Maturity, respectively.
   All of the capital stock of Management  is owned by individuals who are  also
principals of Neuberger&Berman, LLC ("Neuberger"), a member firm of The New York
Stock  Exchange and sub-adviser  to each Portfolio.  Several individuals who are
officers and/or trustees of  the Trust are also  principals of Neuberger  and/or
officers and/or directors of Management.
   Each  Fund  also has  a  distribution agreement  with  Management. Management
receives no compensation therefor and no commissions for sales or redemptions of
shares of beneficial interest of each Fund.
   Each Portfolio  has an  expense  offset arrangement  in connection  with  its
custodian  contract. The impact of this  arrangement, reflected in the Statement
of Operations under the caption  Expenses from corresponding Portfolio, is  less
than .01% of each Fund's average daily net assets.
 
NOTE C -- INVESTMENT TRANSACTIONS:
   During the year ended October 31, 1996, additions and reductions in each
Fund's investment in its corresponding Portfolio were as follows:
 
<TABLE>
<CAPTION>
                                                  ADDITIONS       REDUCTIONS
- -----------------------------------------------------------------------------
<S>                                              <C>              <C>
ULTRA SHORT                                      $  8,150,124     $3,586,852
LIMITED MATURITY                                   13,700,440      5,108,313
</TABLE>
 
                                                                              17
<PAGE>
                 (This page has been left blank intentionally.)
 
18
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger&Berman
- --------------------------------------------------------------------------------
          Ultra Short Bond Trust
   The following table includes selected data for a share outstanding throughout
each   year  and  other  performance  information  derived  from  the  Financial
Statements. The per share amounts and ratios which are shown reflect income  and
expenses,   including  the  Fund's  proportionate  share  of  its  corresponding
Portfolio's income  and expenses.  It should  be read  in conjunction  with  its
corresponding Portfolio's Financial Statements and notes thereto.
<TABLE>
<CAPTION>
                                                                                                    Year Ended October 31,
                                                                                                  1996       1995       1994
                                                                                                -------------------------------
<S>                                                                                             <C>        <C>        <C>
Net Asset Value, Beginning of Year                                                              $    9.85  $    9.79  $    9.97
                                                                                                -------------------------------
Income From Investment Operations
    Net Investment Income                                                                             .53        .53        .37
    Net Gains or Losses on Securities (both realized and unrealized)                                 (.03)       .06       (.18)
                                                                                                -------------------------------
      Total From Investment Operations                                                                .50        .59        .19
                                                                                                -------------------------------
Less Distributions
    Dividends (from net investment income)                                                           (.53)      (.53)      (.37)
                                                                                                -------------------------------
Net Asset Value, End of Year                                                                    $    9.82  $    9.85  $    9.79
                                                                                                -------------------------------
Total Return(2)                                                                                     +5.24%     +6.15%     +1.92%
                                                                                                -------------------------------
Ratios/Supplemental Data
    Net Assets, End of Year (in millions)                                                       $     6.6  $     1.7  $     1.2
                                                                                                -------------------------------
    Ratio of Expenses to Average Net Assets(4)                                                        .76%       .72%       .65%
                                                                                                -------------------------------
    Ratio of Net Investment Income to Average Net Assets(4)                                          5.43%      5.42%      3.86%
                                                                                                -------------------------------
 
<CAPTION>
                                                                                                    Period from
 
                                                                                                   September 7,
 
                                                                                                      1993(1)
 
                                                                                                  to October 31,
 
                                                                                                       1993
 
<S>                                                                                             <C>
Net Asset Value, Beginning of Year                                                                   $   10.00
 
Income From Investment Operations
    Net Investment Income                                                                                  .05
 
    Net Gains or Losses on Securities (both realized and unrealized)                                      (.03)
 
      Total From Investment Operations                                                                     .02
 
Less Distributions
    Dividends (from net investment income)                                                                (.05)
 
Net Asset Value, End of Year                                                                         $    9.97
 
Total Return(2)                                                                                           +0.17%(3)
 
Ratios/Supplemental Data
    Net Assets, End of Year (in millions)                                                       $           0.2
 
    Ratio of Expenses to Average Net Assets(4)                                                              .65%(5)
 
    Ratio of Net Investment Income to Average Net Assets(4)                                                2.98%(5)
 
</TABLE>
 
SEE NOTES TO FINANCIAL HIGHLIGHTS
 
                                                                              19
<PAGE>
FINANCIAL HIGHLIGHTS
Neuberger&Berman
- --------------------------------------------------------------------------------
          Limited Maturity Bond Trust
   The following table includes selected data for a share outstanding throughout
each   year  and  other  performance  information  derived  from  the  Financial
Statements. The per share amounts and ratios which are shown reflect income  and
expenses,   including  the  Fund's  proportionate  share  of  its  corresponding
Portfolio's income  and expenses.  It should  be read  in conjunction  with  its
corresponding Portfolio's Financial Statements and notes thereto.
<TABLE>
<CAPTION>
                                                                                                      Year Ended October 31,
                                                                                                    1996       1995       1994
                                                                                                  -------------------------------
<S>                                                                                               <C>        <C>        <C>
Net Asset Value, Beginning of Year                                                                $    9.61  $    9.43  $    9.97
                                                                                                  -------------------------------
Income From Investment Operations
    Net Investment Income                                                                               .57        .58        .54
    Net Gains or Losses on Securities (both realized and unrealized)                                   (.08)       .18       (.54)
                                                                                                  -------------------------------
      Total From Investment Operations                                                                  .49        .76         --
                                                                                                  -------------------------------
Less Distributions
    Dividends (from net investment income)                                                             (.57)      (.58)      (.54)
                                                                                                  -------------------------------
Net Asset Value, End of Year                                                                      $    9.53  $    9.61  $    9.43
                                                                                                  -------------------------------
Total Return(2)                                                                                       +5.29%     +8.36%     -0.01%
                                                                                                  -------------------------------
Ratios/Supplemental Data
    Net Assets, End of Year (in millions)                                                         $    21.2  $    11.9  $     6.7
                                                                                                  -------------------------------
    Ratio of Expenses to Average Net Assets(4)                                                          .80%       .77%       .70%
                                                                                                  -------------------------------
    Ratio of Net Investment Income to Average Net Assets(4)                                            6.06%      6.16%      5.72%
                                                                                                  -------------------------------
 
<CAPTION>
                                                                                                     Period from
                                                                                                     August 30,
                                                                                                       1993(1)
                                                                                                   to October 31,
                                                                                                        1993
 
<S>                                                                                               <C>
Net Asset Value, Beginning of Year                                                                    $   10.00
 
Income From Investment Operations
    Net Investment Income                                                                                   .08
    Net Gains or Losses on Securities (both realized and unrealized)                                       (.03)
 
      Total From Investment Operations                                                                      .05
 
Less Distributions
    Dividends (from net investment income)                                                                 (.08)
 
Net Asset Value, End of Year                                                                          $    9.97
 
Total Return(2)                                                                                            +0.55%(3)
 
Ratios/Supplemental Data
    Net Assets, End of Year (in millions)                                                         $          0.1
 
    Ratio of Expenses to Average Net Assets(4)                                                               .65%(5)
 
    Ratio of Net Investment Income to Average Net Assets(4)                                                 4.99%(5)
 
</TABLE>
 
SEE NOTES TO FINANCIAL HIGHLIGHTS
 
20
<PAGE>
NOTES TO FINANCIAL HIGHLIGHTS
Neuberger&Berman                                                October 31, 1996
- ----------------------------------------------------------------------
          Income Trust
1) The date investment operations commenced.
2) Total  return based  on per  share net  asset value  reflects the  effects of
   changes in net asset value on the  performance of each Fund during each  year
   and   assumes  dividends  and  capital   gain  distributions,  if  any,  were
   reinvested. Results represent  past performance and  do not guarantee  future
   results.  Investment  returns and  principal  may fluctuate  and  shares when
   redeemed may be  worth more or  less than original  cost. Total return  would
   have been lower if Management had not reimbursed certain expenses.
3) Not annualized.
4) After reimbursement of expenses by Management as described in Note B of Notes
   to  Financial  Statements.  Had  Management not  undertaken  such  action the
   annualized ratios to average daily net assets would have been:
 
<TABLE>
<CAPTION>
                                                                                 Period from
                                                                                September 7,
                                                                                    1993
                                                  Year Ended October 31,       to October 31,
ULTRA SHORT                                      1996      1995      1994           1993
- ----------------------------------------------------------------------------------------------
<S>                                              <C>       <C>       <C>       <C>
Expenses                                         2.50%     2.50%     2.50%           2.50%
Net Investment Income                            3.69%     3.64%     2.01%           1.13%
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                 Period from
                                                                               August 30, 1993
                                                  Year Ended October 31,       to October 31,
LIMITED MATURITY                                 1996      1995      1994           1993
- ----------------------------------------------------------------------------------------------
<S>                                              <C>       <C>       <C>       <C>
Expenses                                         1.91%     2.18%     2.50%           2.50%
Net Investment Income                            4.95%     4.75%     3.92%           3.14%
</TABLE>
 
5) Annualized.
 
                                                                              21
<PAGE>
REPORT OF INDEPENDENT AUDITORS
 
To the Board of Trustees of
Neuberger&Berman Income Trust and
Shareholders of
Neuberger&Berman Ultra Short Bond Trust and
Neuberger&Berman Limited Maturity Bond Trust
 
   We  have audited the accompanying Statements of Assets and Liabilities of the
Neuberger&Berman Ultra Short  Bond Trust and  Neuberger&Berman Limited  Maturity
Bond  Trust, two  of the  series comprising  Neuberger&Berman Income  Trust (the
"Trust"), as of October 31, 1996,  and the related Statements of Operations  for
the year then ended, the Statements of Changes in Net Assets for each of the two
years  in the period  then ended, and  the Financial Highlights  for each of the
periods indicated therein. These  financial statements and financial  highlights
are  the  responsibility of  the Trust's  management.  Our responsibility  is to
express 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 financial
highlights are free of material misstatement. An audit includes examining, on  a
test  basis, evidence  supporting the amounts  and disclosures  in the financial
statements and  financial  highlights.  An audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as well
as  evaluating 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 referred to
above present fairly, in all material  respects, the financial position of  each
of  the above mentioned  series of Neuberger&Berman Income  Trust at October 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 the
financial highlights for each  of the periods  indicated therein, in  conformity
with generally accepted accounting principles.
 
                                                                [SIGNATURE]
                                                           /s/ ERNST & YOUNG LLP
 
Boston, Massachusetts
December 2, 1996
 
22
<PAGE>
                 (This page has been left blank intentionally.)
 
                                                                              23
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger&Berman
- --------------------------------------------------------------------------------
          Ultra Short Bond Portfolio
 
<TABLE>
<CAPTION>
   PRINCIPAL                                                               VALUE(2)
    AMOUNT                                             RATING(1)            (000'S
(000'S OMITTED)                                    MOODY'S       S&P       OMITTED)
- ---------------                                  -----------  ---------  -------------
<C>              <S>                             <C>          <C>        <C>
                 U.S. TREASURY SECURITIES
                 (27.7%)
   $   3,800     U.S. Treasury Notes, 6.875%,
                 due 3/31/97                         TSY         TSY       $   3,824
       5,000     U.S. Treasury Notes, 6.25%,
                 due 7/31/98                         TSY         TSY           5,044
       5,000     U.S. Treasury Notes, 6.125%,
                 due 8/31/98                         TSY         TSY           5,033
       5,000     U.S. Treasury Notes, 6.00%,
                 due 9/30/98                         TSY         TSY           5,024
       1,500     U.S. Treasury Notes, 6.00%,
                 due 8/15/99                         TSY         TSY           1,504
       6,000     U.S. Treasury Notes, 6.875%,
                 due 8/31/99                         TSY         TSY           6,148
                                                                         -------------
                 TOTAL U.S. TREASURY SECURITIES
                 (COST $26,352)                                               26,577
                                                                         -------------
                 U.S. GOVERNMENT AGENCY
                 SECURITIES (9.4%)
       2,000     Federal Home Loan Bank,
                 Discount Notes, 5.53%, due
                 11/1/96                             AGY         AGY           2,000
       1,000     Federal Farm Credit Bank,
                 Bonds, 5.40%, due 12/2/96           AGY         AGY           1,000
       1,300     Federal Home Loan Mortgage
                 Corp., Notes, 7.555%, due
                 2/10/97                             AGY         AGY           1,308
         250     Federal Home Loan Bank,
                 Variable Rate Notes, 4.639%,
                 due 1/29/98                         AGY         AGY             245
         500     Federal Home Loan Bank,
                 Variable Rate Notes, 4.664%,
                 due 2/25/98                         AGY         AGY             490
       4,000     Federal National Mortgage
                 Association, Medium-Term
                 Notes, 6.50%, due 6/26/98           AGY         AGY           4,013
                                                                         -------------
                 TOTAL U.S. GOVERNMENT AGENCY
                 SECURITIES (COST $9,061)                                      9,056
                                                                         -------------
                 MORTGAGE-BACKED SECURITIES
                 (17.5%)
FEDERAL HOME LOAN MORTGAGE CORP.
         633     REMIC Floating Rate CMO, Ser.
                 1270-F, 5.7875%, due 5/15/97        AGY         AGY             633
          41     Mortgage Participation
                 Certificates, 11.50%, due
                 2/1/00 & 5/1/00                     AGY         AGY              44
       4,296     Gold Balloon Mortgage
                 Participation Certificates,
                 6.50%, due 3/1/97-11/1/00           AGY         AGY           4,304
</TABLE>
 
24
<PAGE>
                                                                October 31, 1996
- --------------------------------------------------------------------------------
 
          Ultra Short Bond Portfolio (Cont'd)
<TABLE>
<CAPTION>
   PRINCIPAL                                                               VALUE(2)
    AMOUNT                                             RATING(1)            (000'S
(000'S OMITTED)                                    MOODY'S       S&P       OMITTED)
- ---------------                                  -----------  ---------  -------------
<C>              <S>                             <C>          <C>        <C>
   $      93     Mortgage Participation
                 Certificates, 10.50%, due
                 6/1/00-11/1/00                      AGY         AGY       $      98
       1,698     Gold Balloon Mortgage
                 Participation Certificates,
                 7.50%, due 11/1/01                  AGY         AGY           1,733
                    FEDERAL NATIONAL MORTGAGE ASSOCIATION
       2,475     Balloon Pass-Through
                 Certificates, 7.00%, due
                 8/1/03                             AGY          AGY           2,494
       2,431     Pass-Through Certificates,
                 7.50%, due 7/1/11                  AGY          AGY           2,470
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
       2,549     Pass-Through Certificates,
                 7.50%, due 10/15/09-10/15/10       AGY          AGY           2,600
       2,457     Pass-Through Certificates,
                 7.00%, due 4/15/11                 AGY          AGY           2,468
                                                                         -------------
                 TOTAL MORTGAGE-BACKED
                 SECURITIES (COST $16,784)                                    16,844
                                                                         -------------
                 ASSET-BACKED SECURITIES
                 (19.2%)
          43     General Motors Acceptance
                 Corp. Grantor Trust,
                 Automobile Loan Pass-Through
                 Certificates, Ser. 1992-F,
                 Class A, 4.50%, due 9/15/97        Aaa          AAA              43
       1,000     Capita Equipment Receivables
                 Trust, Ser. 1996-1, Class A-2,
                 5.95%, due 7/15/98                 Aaa          AAA           1,001
         427     Daimler-Benz Auto Grantor
                 Trust, Ser. 1993-A, Class A,
                 3.90%, due 10/15/98                Aaa          AAA             427
          87     USAA Auto Loan Grantor Trust,
                 Automobile Loan Pass-Through
                 Certificates, Ser. 1993-1,
                 3.90%, due 3/15/99                 Aaa          AAA              87
       3,000     Premier Auto Trust, Ser.
                 1995-3, Class A-4, 6.10%, due
                 7/6/99                             Aaa          AAA           3,012
       1,549     Ford Credit Grantor Trust,
                 Ser. 1995-A, Class A, 5.90%,
                 due 5/15/00                        Aaa          AAA           1,552
       2,272     Caterpillar Financial Asset
                 Trust, Ser. 1995-A, Class A-2,
                 6.10%, due 8/25/01                 Aaa          AAA           2,286
</TABLE>
 
                                                                              25
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger&Berman
 
- --------------------------------------------------------------------------------
 
          Ultra Short Bond Portfolio (Cont'd)
<TABLE>
<CAPTION>
   PRINCIPAL                                                               VALUE(2)
    AMOUNT                                             RATING(1)            (000'S
(000'S OMITTED)                                    MOODY'S       S&P       OMITTED)
- ---------------                                  -----------  ---------  -------------
<C>              <S>                             <C>          <C>        <C>
   $   2,324     Chase Manhattan Grantor Trust,
                 Automobile Loan Pass-Through
                 Certificates, Ser. 1995-A,
                 6.00%, due 9/17/01                  Aaa         AAA       $   2,328
       3,703     Banc One Auto Grantor Trust,
                 Ser. 1996-B, Class A, 6.55%,
                 due 2/15/03                         Aaa         AAA           3,730
       4,000     Case Equipment Loan Trust,
                 Ser. 1996-B, Class A-2, 6.25%,
                 due 9/15/03                         Aaa         AAA           4,017
                                                                         -------------
                 TOTAL ASSET-BACKED SECURITIES
                 (COST $18,392)                                               18,483
                                                                         -------------
                 BANKS & FINANCIAL INSTITUTIONS
                 (15.1%)
       4,000     Deutsche Bank AG, Yankee C.D.,
                 7.498%, due 1/21/97                 Aaa         AAA           4,015
       4,000     Societe Generale, Yankee C.D.,
                 5.77%, due 5/15/97                  P-1        A-1+           4,005
       3,000     J.P. Morgan & Co. Inc.,
                 Domestic C.D., 5.73%, due
                 8/12/97                             P-1        A-1+           3,003
       3,500     Associates Corp. of North
                 America, Senior Notes, 6.375%,
                 due 8/15/99                         Aa3         AA-           3,512
                                                                         -------------
                 TOTAL BANKS & FINANCIAL
                 INSTITUTIONS (COST $14,517)                                  14,535
                                                                         -------------
                 CORPORATE DEBT SECURITIES
                 (7.3%)
       3,000     AT&T Captial Corp.,
                 Medium-Term Notes, Ser. A,
                 7.22%, due 11/5/96                  Aa3         AA-           3,000
       4,000     du Pont (E.I.) de Nemours and
                 Co., Medium-Term Notes, Ser.
                 F, 6.04%, due 12/16/97              Aa2         AA            4,012
                                                                         -------------
                 TOTAL CORPORATE DEBT
                 SECURITIES (COST $7,042)                                      7,012
                                                                         -------------
</TABLE>
 
26
<PAGE>
                                                                October 31, 1996
- --------------------------------------------------------------------------------
 
          Ultra Short Bond Portfolio (Cont'd)
<TABLE>
<CAPTION>
   PRINCIPAL                                                               VALUE(2)
    AMOUNT                                             RATING(1)            (000'S
(000'S OMITTED)                                    MOODY'S       S&P       OMITTED)
- ---------------                                  -----------  ---------  -------------
<C>              <S>                             <C>          <C>        <C>
                 CORPORATE COMMERCIAL PAPER
                 (2.8%)
   $   2,635     American Express Credit Corp.,
                 5.70%, due 11/1/96  (COST
                 $2,635)                             P-1         A-1       $   2,635(3)
                                                                         -------------
                 TOTAL INVESTMENTS (99.0%)
                 (COST $94,783)                                               95,142(4)
                 Cash, receivables and other
                 assets, less liabilities
                 (1.0%)                                                          921
                                                                         -------------
                 TOTAL NET ASSETS (100.0%)                                 $  96,063
                                                                         -------------
</TABLE>
 
                                                                              27
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger&Berman
- --------------------------------------------------------------------------------
          Limited Maturity Bond Portfolio
 
<TABLE>
<CAPTION>
   PRINCIPAL                                                               VALUE(2)
    AMOUNT                                             RATING(1)            (000'S
(000'S OMITTED)                                    MOODY'S       S&P       OMITTED)
- ---------------                                  -----------  ---------  -------------
<C>              <S>                             <C>          <C>        <C>
                 U.S. TREASURY SECURITIES
                 (16.1%)
   $      35     U.S. Treasury Notes, 6.75%,
                 due 5/31/97                         TSY         TSY       $      35
          40     U.S. Treasury Notes, 7.375%,
                 due 11/15/97                        TSY         TSY              41
      17,035     U.S. Treasury Notes, 6.00%,
                 due 9/30/98                         TSY         TSY          17,116
       1,130     U.S. Treasury Notes, 6.50%,
                 due 4/30/99                         TSY         TSY           1,147
       3,790     U.S. Treasury Notes, 6.375%,
                 due 5/15/99                         TSY         TSY           3,834
      18,815     U.S. Treasury Notes, 6.00%,
                 due 8/15/99                         TSY         TSY          18,861
       1,000     U.S. Treasury Notes, 6.75%,
                 due 4/30/00                         TSY         TSY           1,023
       1,070     U.S. Treasury Notes, 6.25%,
                 due 5/31/00                         TSY         TSY           1,079
                                                                         -------------
                 TOTAL U.S. TREASURY SECURITIES
                 (COST $42,822)                                               43,136
                                                                         -------------
 
                 MORTGAGE-BACKED SECURITIES
                 (9.4%)
FEDERAL HOME LOAN MORTGAGE CORP.
         178     Mortgage Participation
                 Certificates, 10.50%, due
                 10/1/00 & 12/1/00                   AGY         AGY             187
         607     Mortgage Participation
                 Certificates, 8.50%, due
                 10/1/01                             AGY         AGY             624
         259     ARM Certificates, 7.00%, due
                 1/1/17                              AGY         AGY             262
         175     ARM Certificates, 6.875%, due
                 2/1/17                              AGY         AGY             177
         726     ARM Certificates, 6.625%, due
                 3/1/17                              AGY         AGY             734
                    FEDERAL NATIONAL MORTGAGE ASSOCIATION
         290     Balloon Pass-Through
                 Certificates, 9.00%, due
                 3/1/97-8/1/98                      AGY          AGY             298
         345     Balloon Pass-Through
                 Certificates, 8.50%, due
                 9/1/97-11/1/98                     AGY          AGY             354
         673     REMIC Floating Rate CMO, Ser.
                 1992-59F, 5.80625%, due
                 8/25/06                            AGY          AGY             673
       9,011     Pass-Through Certificates,
                 7.00%, due 9/1/03 & 6/1/11         AGY          AGY           9,089
       6,014     Pass-Through Certificates,
                 7.50%, due 9/1/11                  AGY          AGY           6,112
</TABLE>
 
28
<PAGE>
                                                                October 31, 1996
- --------------------------------------------------------------------------------
 
          Limited Maturity Bond Portfolio (Cont'd)
<TABLE>
<CAPTION>
   PRINCIPAL                                                               VALUE(2)
    AMOUNT                                             RATING(1)            (000'S
(000'S OMITTED)                                    MOODY'S       S&P       OMITTED)
- ---------------                                  -----------  ---------  -------------
<C>              <S>                             <C>          <C>        <C>
                 GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
$        193     Pass-Through Certificates,
                 12.00%, due 5/15/12-3/15/15        AGY          AGY     $       221
       4,517     Pass-Through Certificates,
                 10.00%, due 9/15/15-6/15/20        AGY          AGY           4,953
       1,363     Pass-Through Certificates,
                 9.50%, due 8/15/09-4/15/22         AGY          AGY           1,471
                                                                         -------------
                 TOTAL MORTGAGE-BACKED
                 SECURITIES (COST $24,728)                                    25,155
                                                                         -------------
                 ASSET-BACKED SECURITIES
                 (15.8%)
       6,300     Capita Equipment Receivables
                 Trust, Ser. 1996-1, Class A-3,
                 6.11%, due 7/15/99                 Aaa          AAA           6,312
       3,861     Chase Manhattan Grantor Trust,
                 Automobile Loan Pass-Through
                 Certificates, Ser. 1995-B,
                 5.90%, due 11/15/01                Aaa          AAA           3,865
       4,220     Navistar Financial Owner
                 Trust, Ser. 1996-A, Class A-2,
                 6.35%, due 11/15/02                Aaa          AAA           4,239
       6,279     Banc One Auto Grantor Trust,
                 Ser. 1996-B, Class A, 6.55%,
                 due 2/15/03                        Aaa          AAA           6,325
       6,500     Ford Credit Auto Loan Master
                 Trust, Auto Loan Certificates,
                 Ser. 1996-1, 5.50%, due
                 2/15/03                            Aaa          AAA           6,306
       7,000     NationsBank Credit Card Master
                 Trust, Ser. 1995-1, Class A,
                 6.45%, due 4/15/03                 Aaa          AAA           7,055
       2,590     Navistar Financial Owner
                 Trust, Ser. 1996-B, Class A-3,
                 6.33%, due 4/21/03                 Aaa          AAA           2,609
       5,000     Standard Credit Card Master
                 Trust I, Credit Card
                 Participation Certificates,
                 Ser. 1994-4, Class A, 8.25%,
                 due 11/7/03                        Aaa          AAA           5,380
                                                                         -------------
                 TOTAL ASSET-BACKED SECURITIES
                 (COST $42,217)                                               42,091
                                                                         -------------
</TABLE>
 
                                                                              29
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger&Berman
 
- --------------------------------------------------------------------------------
 
          Limited Maturity Bond Portfolio (Cont'd)
<TABLE>
<CAPTION>
   PRINCIPAL                                                               VALUE(2)
    AMOUNT                                             RATING(1)            (000'S
(000'S OMITTED)                                    MOODY'S       S&P       OMITTED)
- ---------------                                  -----------  ---------  -------------
<C>              <S>                             <C>          <C>        <C>
                 BANKS & FINANCIAL INSTITUTIONS
                 (17.6%)
   $   5,000     BankAmerica Corp., Medium-Term
                 Notes, 6.875%, due 11/20/97         A1          A+        $   5,055
      10,000     Chase Manhattan Corp., Senior
                 Notes, 6.625%, due 1/15/98          A1           A           10,078
       6,400     Alco Capital Resource, Inc.,
                 Medium-Term Notes, Ser. B,
                 5.46%, due 2/22/99                  A3          A-            6,290
       5,180     CIT Group Holdings, Inc.,
                 Medium-Term Notes, 6.25%, due
                 10/25/99                            Aa3         A+            5,181
       8,000     First USA Bank, Medium-Term
                 Deposit Notes, 6.375%, due
                 10/23/00                           Baa2        BBB-           7,930
       6,600     Capital One Bank, Bank Notes,
                 5.95%, due 2/15/01                 Baa3        BBB-           6,373
       1,105     First Nationwide Escrow Corp.,
                 Senior Subordinated Notes,
                 10.625%, due 10/1/03                Ba3          B            1,160(5)
       5,150     Goldman Sachs Group, L.P.,
                 Global Notes, 6.75%, due
                 2/15/06                             A1          A+            5,045(5)
                                                                         -------------
                 TOTAL BANKS & FINANCIAL
                 INSTITUTIONS (COST $47,702)                                  47,112
                                                                         -------------
                 CORPORATE DEBT SECURITIES
                 (43.7%)
       9,000     P. H. Glatfelter Co., Notes,
                 5.875%, due 3/1/98                 Baa2        BBB+           8,973
       2,780     Colonial Gas Co., Medium-Term
                 Notes, Ser. A, 6.20%, due
                 3/18/98                            Baa1         A-            2,787
       3,000     Ford Motor Credit Co.,
                 Medium-Term Notes, 9.10%, due
                 5/4/98                              A1          A+            3,135
       1,900     American Standard Inc., Senior
                 Notes, 10.875%, due 5/15/99         Ba3         BB-           2,016
       7,000     Lockheed Martin Corp., Notes,
                 6.55%, due 5/15/99                  A3         BBB+           7,053
       2,710     Arkla, Inc., Notes, 8.875%,
                 due 7/15/99                        Baa3         BBB           2,875
         700     Caterpillar Finance,
                 Medium-Term Notes, Ser. E,
                 6.11%, due 7/15/99                  A2           A              698
</TABLE>
 
30
<PAGE>
                                                                October 31, 1996
- --------------------------------------------------------------------------------
 
          Limited Maturity Bond Portfolio (Cont'd)
<TABLE>
<CAPTION>
   PRINCIPAL                                                               VALUE(2)
    AMOUNT                                             RATING(1)            (000'S
(000'S OMITTED)                                    MOODY'S       S&P       OMITTED)
- ---------------                                  -----------  ---------  -------------
<C>              <S>                             <C>          <C>        <C>
   $     990     Hoechst Celanese Corp., Notes,
                 9.625%, due 9/1/99                  A2          A+        $   1,019
       4,460     Travelers/Aetna Property
                 Casualty Corp., Notes, 6.25%,
                 due 10/1/99                         A2           A            4,454
       5,000     Xerox Credit Corp.,
                 Medium-Term Notes, Ser. D,
                 6.84%, due 6/1/00                   A2           A            4,993
       2,000     Ford Motor Credit Co.,
                 Medium-Term Notes, 6.84%, due
                 8/16/00                             A1          A+            2,023
       2,510     Chesapeake Corp., Notes,
                 10.375%, due 10/1/00               Baa3         BBB           2,828
       1,750     Sears Roebuck Acceptance
                 Corp., Medium-Term Notes, Ser.
                 I, 6.42%, due 10/10/00              A2          A-            1,750
       5,000     Sears Roebuck Acceptance
                 Corp., Medium-Term Notes, Ser.
                 I, 6.40%, due 10/11/00              A2          A-            4,996
       1,730     BHP Finance (USA) Limited,
                 Guaranteed Notes, 5.625%, due
                 11/1/00                             A2           A            1,682
       5,200     General Motors Acceptance
                 Corp., Medium-Term Notes,
                 8.125%, due 3/1/01                  A3          A-            5,498
       2,290     Colonial Realty Limited
                 Partnership, Senior Notes,
                 7.50%, due 7/15/01                 Baa3        BBB-           2,330
       4,160     Tyco International Ltd.,
                 Notes, 6.50%, due 11/1/01          Baa2        BBB+           4,151
       2,835     Black & Decker Corp.,
                 Medium-Term Notes, Ser. A,
                 8.90%, due 1/21/02                 Baa3        BBB-           3,099
       3,780     Federated Department Stores,
                 Inc., Senior Notes, 8.125%,
                 due 10/15/02                        Ba1         BB-           3,877
       5,480     Viacom, Senior Notes, 6.75%,
                 due 1/15/03                       Ba2(6)      BB+(6)          5,210
       1,000     Safeway Inc., Medium-Term
                 Notes, 8.57%, due 4/1/03           Baa3         BBB           1,041
       2,700     ADT Operations, Inc., Senior
                 Subordinated Notes, 9.25%, due
                 8/1/03                             Ba3          BB+           2,795
       4,920     Owens-Illinois, Inc., Senior
                 Debentures, 11.00%, due
                 12/1/03                           Ba3(7)       BB(7)          5,406
       4,675     Duty Free International, Inc.,
                 Notes, 7.00%, due 1/15/04          Ba1         BBB-           4,400
</TABLE>
 
                                                                              31
<PAGE>
SCHEDULE OF INVESTMENTS
Neuberger&Berman                                                October 31, 1996
 
- --------------------------------------------------------------------------------
 
          Limited Maturity Bond Portfolio (Cont'd)
<TABLE>
<CAPTION>
   PRINCIPAL                                                               VALUE(2)
    AMOUNT                                             RATING(1)            (000'S
(000'S OMITTED)                                    MOODY'S       S&P       OMITTED)
- ---------------                                  -----------  ---------  -------------
<C>              <S>                             <C>          <C>        <C>
   $     400     Container Corp. of America,
                 Senior Notes, Ser. A, 11.25%,
                 due 5/1/04                          B1          B+        $     425
       1,000     K & F Industries, Inc., Senior
                 Subordinated Notes, 10.375%,
                 due 9/1/04                          B2          B-            1,030
       4,400     Tenet Healthcare Corp., Senior
                 Subordinated Notes, 10.125%,
                 due 3/1/05                          Ba3         B+            4,829
       1,535     Mark IV Industries, Inc.,
                 Senior Subordinated Notes,
                 7.75%, due 4/1/06                   Ba3         BB+           1,445
         350     Collins & Aikman Products Co.,
                 Senior Subordinated Notes,
                 11.50%, due 4/15/06                 B3           B              366
         400     Cablevision Systems Corp.,
                 Senior Subordinated Notes,
                 9.875%, due 5/15/06                 B2           B              393
         420     JCAC, Inc., Senior
                 Subordinated Notes, 10.125%,
                 due 6/15/06                         B2           B              426
       1,360     LIFESTYLE FURNISHINGS
                 INTERNATIONAL LTD., Senior
                 Subordinated Notes, 10.875%,
                 due 8/1/06                          B1           B            1,414(5)
       5,575     Time Warner Inc., Notes,
                 8.11%, due 8/15/06                  Ba1        BBB-           5,746
         400     Commonwealth Aluminum Corp.,
                 Senior Subordinated Notes,
                 10.75%, due 10/1/06                 B2          B-              404(5)
       1,100     International Home Foods,
                 Senior Subordinated Notes,
                 10.375%, due 11/1/06                B2          B-            1,108(5)
       7,290     Tenneco Inc., Debentures,
                 10.00%, due 3/15/08                Baa2        BBB-           8,894
         725     Buckeye Cellulose Corp.,
                 Senior Subordinated Notes,
                 9.25%, due 9/15/08                  Ba3         BB-             732
         500     Stone Container Corp., Rating
                 Adjustable Senior Notes,
                 11.875%, due 8/1/16                 B1          B+              522(5)
                                                                         -------------
                 TOTAL CORPORATE DEBT
                 SECURITIES (COST $117,040)                                  116,823
                                                                         -------------
                 TOTAL INVESTMENTS (102.6%)
                 (COST $274,509)                                             274,317(4)
                 Liabilities, less cash,
                 receivables and other assets
                 [(2.6%)]                                                     (7,008)
                                                                         -------------
                 TOTAL NET ASSETS (100.0%)                                 $ 267,309
                                                                         -------------
</TABLE>
 
32
<PAGE>
NOTES TO SCHEDULE OF INVESTMENTS
                                                                October 31, 1996
- ----------------------------------------------------------------------
          Income Managers Trust
1) Credit ratings are unaudited.
2) Investment  securities of  the Portfolio  are valued  daily by  obtaining bid
   price quotations  from independent  pricing services  on selected  securities
   available  in each  service's data base.  For all  other securities requiring
   daily quotations, bid  prices are  obtained from principal  market makers  in
   those  securities  or,  if quotations  are  not  available, by  a  method the
   trustees of Income  Managers Trust  believe accurately  reflects fair  value.
   Short-term investments with less than 60 days until maturity may be valued at
   cost which, when combined with interest earned, approximates market value.
3) At cost, which approximates market value.
4) At  October 31, 1996, selected Portfolio  information on a Federal income tax
   basis was as follows:
 
<TABLE>
<CAPTION>
                                                                                                      NET
                                                                      GROSS           GROSS        UNREALIZED
                                                                   UNREALIZED      UNREALIZED      APPRECIATION
NEUBERGER&BERMAN                                     COST          APPRECIATION    DEPRECIATION    (DEPRECIATION)
- -------------------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>             <C>             <C>
ULTRA SHORT BOND PORTFOLIO                       $  94,783,000     $  460,000      $  101,000      $ 359,000
LIMITED MATURITY BOND PORTFOLIO                    274,510,000      1,788,000       1,981,000       (193,000)
</TABLE>
 
5) Security exempt from  registration under  the Securities Act  of 1933.  These
   securities  may be resold in  transactions exempt from registration, normally
   to qualified institutional buyers under Rule 144A. At October 31, 1996, these
   securities amounted to $9,654,127 or 3.6% of net assets.
6) Rated BBB- by Fitch Investors Services, Inc.
7) Rated BBB- by Duff & Phelps Credit Rating Co.
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                                                              33
<PAGE>
                 (This page has been left blank intentionally.)
 
34
<PAGE>
STATEMENTS OF ASSETS AND LIABILITIES
                                                                October 31, 1996
- ----------------------------------------------------------------------
          Income Managers Trust
 
<TABLE>
<CAPTION>
                                                                      LIMITED
                                                     ULTRA SHORT     MATURITY
                                                        BOND           BOND
(000'S OMITTED)                                       PORTFOLIO      PORTFOLIO
                                                    ----------------------------
<S>                                                 <C>            <C>
ASSETS
      Investments in securities, at market value*
        (Note A) - see Schedule of Investments      $   95,142     $274,317
      Cash                                                   3           --
      Deferred organization costs (Note A)                   3            9
      Interest receivable                                  966        3,733
      Prepaid expenses and other assets                      4           16
      Receivable for securities sold                         4           38
                                                    ----------------------------
                                                        96,122      278,113
                                                    ----------------------------
LIABILITIES
      Payable for securities purchased                      --       10,637
      Payable for variation margin (Note A)                 --           59
      Payable to investment manager (Note B)                20           57
      Accrued expenses                                      39           51
                                                    ----------------------------
                                                            59       10,804
                                                    ----------------------------
NET ASSETS Applicable to Investors' Beneficial
  Interests                                         $   96,063     $267,309
                                                    ----------------------------
 
NET ASSETS consist of:
      Paid-in capital                               $   95,704     $268,307
      Net unrealized appreciation (depreciation)
        in value of investment securities and
        financial futures contracts                        359         (998     )
                                                    ----------------------------
NET ASSETS                                          $   96,063     $267,309
                                                    ----------------------------
*Cost of investments                                $   94,783     $274,509
                                                    ----------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                                                              35
<PAGE>
STATEMENTS OF OPERATIONS
                                             For the Year Ended October 31, 1996
- ----------------------------------------------------------------------
          Income Managers Trust
 
<TABLE>
<CAPTION>
                                                                   LIMITED
                                                    ULTRA SHORT   MATURITY
                                                       BOND         BOND
(000'S OMITTED)                                      PORTFOLIO    PORTFOLIO
                                                    ------------------------
<S>                                                 <C>          <C>
INVESTMENT INCOME
    Interest income                                 $  6,215     $20,377
                                                    ------------------------
    Expenses:
      Investment management fee (Note B)                 252        751
      Accounting fees                                     10         10
      Amortization of deferred organization and
        initial offering expenses (Note A)                 2          5
      Auditing fees                                       23         25
      Custodian fees (Note B)                             81        131
      Insurance expense                                    2          8
      Legal fees                                          16         36
      Trustees' fees and expenses                         12         24
      Miscellaneous                                       --          1
                                                    ------------------------
        Total expenses                                   398        991
                                                    ------------------------
        Net investment income                          5,817     19,386
                                                    ------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
    Net realized loss on investment securities
      sold                                              (592   ) (1,007     )
    Net realized gain on financial futures
      contracts (Note A)                                  --        115
    Net realized loss on foreign currency
      transactions (Note A)                               --       (100     )
    Change in net unrealized appreciation
      (depreciation) of investment securities,
      translation of assets and liabilities in
      foreign currencies, and foreign currency
      contracts                                          172       (920     )
    Net unrealized depreciation of financial
      futures contracts (Note A)                          --       (806     )
                                                    ------------------------
        Net loss on investments                         (420   ) (2,718     )
                                                    ------------------------
        Net increase in net assets resulting from
          operations                                $  5,397     $16,668
                                                    ------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
36
<PAGE>
STATEMENTS OF CHANGES IN NET ASSETS
- ----------------------------------------------------------------------
          Income Managers Trust
 
<TABLE>
<CAPTION>
                                                 ULTRA SHORT               LIMITED MATURITY
                                                BOND PORTFOLIO              BOND PORTFOLIO
                                                     Year                        Year
                                                    Ended                       Ended
                                                 October 31,                 October 31,
(000'S OMITTED)                               1996          1995          1996          1995
                                          ------------------------------------------------------
<S>                                       <C>           <C>           <C>           <C>
INCREASE (DECREASE) IN NET ASSETS:
 
FROM OPERATIONS:
    Net investment income                 $      5,817  $      5,200  $     19,386  $     20,164
    Net realized loss on investments              (592)         (331)         (992)       (3,625)
    Change in net unrealized
      appreciation (depreciation) of
      investments                                  172           842        (1,726)        9,092
                                          ------------------------------------------------------
    Net increase in net assets resulting
      from operations                            5,397         5,711        16,668        25,631
                                          ------------------------------------------------------
TRANSACTIONS IN INVESTORS' BENEFICIAL
  INTERESTS:
    Additions                                   20,518        37,400        45,924        42,386
    Reductions                                 (31,918)      (43,021)     (114,929)      (64,495)
                                          ------------------------------------------------------
    Net decrease in net assets resulting
      from transactions in investors'
      beneficial interests                     (11,400)       (5,621)      (69,005)      (22,109)
                                          ------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS           (6,003)           90       (52,337)        3,522
NET ASSETS:
    Beginning of year                          102,066       101,976       319,646       316,124
                                          ------------------------------------------------------
    End of year                           $     96,063  $    102,066  $    267,309  $    319,646
                                          ------------------------------------------------------
</TABLE>
 
SEE NOTES TO FINANCIAL STATEMENTS
 
                                                                              37
<PAGE>
NOTES TO FINANCIAL STATEMENTS
                                                                October 31, 1996
- ----------------------------------------------------------------------
          Income Managers Trust
 
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
1) GENERAL:  Neuberger&Berman  Ultra Short  Bond  Portfolio ("Ultra  Short") and
   Neuberger&Berman  Limited  Maturity   Bond  Portfolio  ("Limited   Maturity")
   (collectively,  the  "Portfolios") are  separate  operating series  of Income
   Managers Trust ("Managers Trust"), a New  York common law trust organized  as
   of  December 1, 1992. Managers Trust  is registered as an open-end management
   investment company  under the  Investment Company  Act of  1940, as  amended.
   Other regulated investment companies sponsored by Neuberger&Berman Management
   Incorporated  ("Management"),  whose financial  statements are  not presented
   herein, also invest in these and other Portfolios of Managers Trust.
      The assets of each series belong only to that series, and the  liabilities
   of each series are borne solely by that series and no other.
2) PORTFOLIO  VALUATION: Investment  securities are  valued as  indicated in the
   notes following the Portfolios' Schedule of Investments.
3) FOREIGN CURRENCY TRANSLATION:  The accounting records  of the Portfolios  are
   maintained in U.S. dollars. Foreign currency amounts are translated into U.S.
   dollars  at the current  rate of exchange  of such currency  against the U.S.
   dollar to determine the value  of investments, other assets and  liabilities.
   Purchase  and  sale  prices  of  securities,  and  income  and  expenses  are
   translated into  U.S. dollars  at  the prevailing  rate  of exchange  on  the
   respective dates of such transactions.
4) FORWARD  FOREIGN CURRENCY CONTRACTS: Limited  Maturity may enter into forward
   foreign currency contracts ("contracts") in connection with planned purchases
   or sales  of  securities,  to  hedge  the  U.S.  dollar  value  of  portfolio
   securities  denominated in a foreign currency, or to increase or decrease its
   exposure to a currency other than U.S. dollars. The gain or loss arising from
   the difference between the original contract  price and the closing price  of
   such contract is included in net realized gains or losses on foreign currency
   transactions. Fluctuations in the value of forward foreign currency contracts
   are  recorded for financial reporting purposes  as unrealized gains or losses
   by the Portfolio. The Portfolio has no specific limitation on the  percentage
   of  assets which may be committed to  these types of contracts. The Portfolio
   could be exposed to risks if a counterparty to a contract were unable to meet
   the terms of its  contract or if  the value of  the foreign currency  changes
   unfavorably.  The  U.S.  dollar  value  of  foreign  currency  underlying all
   contractual commitments held  by the  Portfolio is  determined using  forward
   foreign currency rates supplied by an independent pricing service.
 
38
<PAGE>
5) FINANCIAL  FUTURES CONTRACTS:  Ultra Short and  Limited Maturity  may buy and
   sell financial futures contracts to hedge against the effects of fluctuations
   in interest rates. At  the time a Portfolio  enters into a financial  futures
   contract,  it is required to deposit with its custodian a specified amount of
   cash or liquid debt  obligations, known as  "initial margin," ranging  upward
   from  1.1% of the value of the  financial futures contract being traded. Each
   day, the futures contract is valued  at the official settlement price of  the
   board  of trade or U.S. commodity exchange  on which such futures contract is
   traded. Subsequent payments,  known as  "variation margin," to  and from  the
   broker are made on a daily basis as the market price of the financial futures
   contract  fluctuates. Daily  variation margin adjustments,  arising from this
   "mark to  market," are  recorded  by the  Portfolio  as unrealized  gains  or
   losses.
       Although some financial futures  contracts by their terms call for actual
   delivery or acceptance of financial instruments, in most cases the  contracts
   are closed out prior to delivery by offsetting purchases or sales of matching
   financial  futures  contracts. When  the  contracts are  closed,  a Portfolio
   recognizes a gain or loss. Risks  of entering into futures contracts  include
   the  possibility there may be an illiquid market and/or a change in the value
   of the contract may not correlate with changes in the value of the underlying
   securities.
      For Federal income tax purposes, the futures transactions undertaken by  a
   Portfolio  may cause that Portfolio to recognize gains or losses from marking
   to market even  though its positions  have not been  sold or terminated,  may
   affect  the  character of  the  gains or  losses  recognized as  long-term or
   short-term, and  may affect  the  timing of  some  capital gains  and  losses
   realized  by  the  Portfolio.  Also,  a  Portfolio's  losses  on transactions
   involving futures  contracts may  be deferred  rather than  being taken  into
   account currently in calculating such Portfolio's taxable income.
       At  October 31, 1996,  open positions in  financial futures contracts for
   Limited Maturity were as follows:
 
<TABLE>
<CAPTION>
                                                                                UNREALIZED
                                                                               APPRECIATION
 EXPIRATION                   OPEN CONTRACTS                  POSITION        (DEPRECIATION)
- --------------------------------------------------------------------------------------------
<S>                  <C>                                      <C>             <C>
December 1996        165 U.S. Treasury Notes, 2 Year            Long            $ 168,719
December 1996        145 U.S. Treasury Notes, 5 Year           Short             (194,953)
December 1996        297 U.S. Treasury Notes, 10 Year          Short             (779,625)
</TABLE>
 
                                                                              39
<PAGE>
   At October 31, 1996, Limited Maturity had the following securities  deposited
in  a segregated account to cover  margin requirements on open financial futures
contracts:
 
<TABLE>
<CAPTION>
    PRINCIPAL
    AMOUNT                                SECURITY
    -----------------------------------------------------------------
    <C>                 <S>
    $764,875            U.S. Treasury Notes, 6.375%, due 5/15/99
     105,000            U.S. Treasury Notes, 6.75%, due 4/30/00
</TABLE>
 
6) SECURITIES TRANSACTIONS AND  INVESTMENT INCOME:  Securities transactions  are
   recorded  on  a trade  date basis.  Interest  income, including  accretion of
   discount  (adjusted  for  original  issue  discount,  where  applicable),  is
   recorded  on the  accrual basis.  Realized gains  and losses  from securities
   transactions are recorded on the basis of identified cost.
7) FEDERAL INCOME TAXES: Managers Trust intends to comply with the  requirements
   of  the Internal Revenue Code of 1986, as amended. Each Portfolio of Managers
   Trust also intends to  conduct its operations so  that each of its  investors
   will  be able  to qualify as  a regulated investment  company. Each Portfolio
   will be  treated as  a partnership  for Federal  income tax  purposes and  is
   therefore not subject to Federal income tax.
8) ORGANIZATION EXPENSES: Expenses incurred by each Portfolio in connection with
   its  organization are  being amortized by  each Portfolio  on a straight-line
   basis over a five-year period. At  October 31, 1996, the unamortized  balance
   of  such expenses amounted to  $3,181 and $8,828 for  Ultra Short and Limited
   Maturity, respectively.
9) EXPENSE ALLOCATION:  Each  Portfolio  bears  all  costs  of  its  operations.
   Expenses  incurred  by Managers  Trust with  respect  to both  Portfolios are
   allocated in proportion to the net assets of such Portfolios, except where  a
   more  appropriate allocation of  expenses to each  Portfolio can otherwise be
   made fairly. Expenses  directly attributable  to a Portfolio  are charged  to
   that Portfolio.
 
NOTE B -- MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES:
   Each   Portfolio  retains  Management  as  its  investment  manager  under  a
Management Agreement. For  such investment management  services, each  Portfolio
pays  Management a fee at the  annual rate of .25% of  the first $500 million of
that Portfolio's average daily net assets, .225% of the next $500 million,  .20%
of  the next $500 million,  .175% of the next $500  million, and .15% of average
daily net assets in excess of $2 billion.
   All of the capital stock of Management  is owned by individuals who are  also
principals of Neuberger&Berman, LLC ("Neuberger"), a member firm of The New York
Stock  Exchange  and sub-adviser  to each  Portfolio.  Neuberger is  retained by
 
40
<PAGE>
Management  to  furnish   it  with  investment   recommendations  and   research
information without cost to each Portfolio. Several individuals who are officers
and/or  trustees  of  Managers Trust  are  also principals  of  Neuberger and/or
officers and/or directors of Management.
   Each Portfolio  has an  expense  offset arrangement  in connection  with  its
custodian  contract. The impact of this  arrangement, reflected in the Statement
of Operations, is less than .01% of each Portfolio's average daily net assets.
 
NOTE C -- SECURITIES TRANSACTIONS:
   During the  year  ended  October  31, 1996,  there  were  purchase  and  sale
transactions  (excluding short-term securities, financial futures contracts, and
forward foreign currency contracts) as follows:
 
<TABLE>
<CAPTION>
                                                   PURCHASES           SALES
- --------------------------------------------------------------------------------
<S>                                              <C>               <C>
ULTRA SHORT                                      $ 125,385,989     $ 177,789,844
LIMITED MATURITY                                   463,858,235       470,201,323
</TABLE>
 
   During the year ended October 31, 1996, Limited Maturity entered into various
contracts to deliver currencies  at specified future dates.  There were no  open
positions in these contracts at October 31, 1996.
 
                                                                              41
<PAGE>
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
          Income Managers Trust
<TABLE>
<CAPTION>
                                                                               ULTRA SHORT                       LIMITED MATURITY
                                                                              BOND PORTFOLIO                      BOND PORTFOLIO
                                                                                                Period from
                                                                                               July 2, 1993
                                                                                               (Commencement
                                                                                              of Operations)
                                                                                                    to          Year Ended October
                                                                 Year Ended October 31,         October 31,            31,
                                                               1996       1995       1994          1993          1996       1995
                                                             ----------------------------------------------------------------------
<S>                                                          <C>        <C>        <C>        <C>              <C>        <C>
RATIOS TO AVERAGE NET ASSETS:
    Expenses                                                       .39%       .40%       .38%          .40%(1)       .33%       .33%
                                                             ----------------------------------------------------------------------
    Net Investment Income                                         5.77%      5.67%      3.98%         4.00%(1)      6.45%      6.55%
                                                             ----------------------------------------------------------------------
Portfolio Turnover Rate                                            173%       148%        94%           46%          169%        88%
                                                             ----------------------------------------------------------------------
Net Assets, End of Year (in millions)                            $96.1     $102.1     $102.0        $104.3        $267.3     $319.6
                                                             ----------------------------------------------------------------------
 
<CAPTION>
 
                                                                          Period from
                                                                         July 2, 1993
                                                                         (Commencement
                                                                        of Operations)
                                                                              to
                                                                          October 31,
                                                               1994          1993
 
<S>                                                          <C>        <C>
RATIOS TO AVERAGE NET ASSETS:
    Expenses                                                       .34%          .33%(1)
 
    Net Investment Income                                         5.86%         5.53%(1)
 
Portfolio Turnover Rate                                            102%           71%
 
Net Assets, End of Year (in millions)                           $316.1        $357.9
 
</TABLE>
 
1) Annualized.
 
42
<PAGE>
REPORT OF INDEPENDENT AUDITORS
 
To the Board of Trustees of
Income Managers Trust and
Owners of Beneficial Interest of
Neuberger&Berman Ultra Short Bond Portfolio and
Neuberger&Berman Limited Maturity Bond Portfolio
 
   We  have  audited  the  accompanying Statements  of  Assets  and Liabilities,
including the Schedules of Investments, of the Neuberger&Berman Ultra Short Bond
Portfolio and  Neuberger&Berman  Limited Maturity  Bond  Portfolio, two  of  the
series  comprising Income Managers Trust (the  "Trust"), as of October 31, 1996,
and the related Statements of Operations for the year then ended, the Statements
of Changes in Net Assets for each of the two years in the period then ended, and
the Financial  Highlights  for each  of  the periods  indicated  therein.  These
financial  statements  and financial  highlights are  the responsibility  of the
Trust's management.  Our  responsibility  is  to express  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 financial
highlights are free of material misstatement. An audit includes examining, on  a
test  basis, evidence  supporting the amounts  and disclosures  in the financial
statements and  financial highlights.  Our procedures  included confirmation  of
securities  owned as of  October 31, 1996, by  correspondence with the custodian
and brokers or other appropriate auditing procedures where replies from  brokers
were  not received. An  audit also includes  assessing the accounting principles
used and significant  estimates made by  management, as well  as evaluating  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 referred to
above present fairly, in all material  respects, the financial position of  each
of  the above mentioned series of Income Managers Trust at October 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 the financial
highlights for  each  of  the  periods indicated  therein,  in  conformity  with
generally accepted accounting principles.
 
                                                                [SIGNATURE]
                                                           /s/ ERNST & YOUNG LLP
 
Boston, Massachusetts
December 2, 1996
 
                                                                              43
<PAGE>
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44
<PAGE>
DIRECTORY
 
INVESTMENT MANAGER, ADMINISTRATOR
AND DISTRIBUTOR
Neuberger&Berman Management Incorporated
605 Third Avenue 2nd Floor
New York, NY 10158-0180
800-877-9700
Institutional Services 800-366-6264
 
SUB-ADVISER
Neuberger&Berman, LLC
605 Third Avenue
New York, NY 10158-3698
 
CUSTODIAN AND SHAREHOLDER
SERVICING AGENT
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
 
ADDRESS CORRESPONDENCE TO:
Neuberger&Berman Funds
Institutional Services
605 Third Avenue 2nd Floor
New York, NY 10158-0180
 
LEGAL COUNSEL
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW
2nd Floor
Washington, DC 20036-1800
 
INDEPENDENT AUDITORS
Ernst & Young LLP
200 Clarendon Street
Boston, MA 02116
 
Neuberger&Berman Management Inc., Neuberger&Berman Ultra Short Bond Trust,
and Neuberger&Berman Limited Maturity Bond Trust are registered service marks of
Neuberger&Berman Management Inc.
- -C- 1996 Neuberger&Berman Management Inc.
 
                                                                              45
<PAGE>
OFFICERS AND TRUSTEES
 
Stanley Egener
 CHAIRMAN OF THE BOARD AND TRUSTEE
 
Theodore P. Giuliano
 PRESIDENT AND TRUSTEE
 
John Cannon
 TRUSTEE
 
Charles DeCarlo
 TRUSTEE
 
Barry Hirsch
 TRUSTEE
 
Robert A. Kavesh
 TRUSTEE
 
Harold R. Logan
 TRUSTEE
 
William E. Rulon
 TRUSTEE
 
Candace L. Straight
 TRUSTEE
 
Daniel J. Sullivan
 VICE PRESIDENT
 
Michael J. Weiner
 VICE PRESIDENT
 
Richard Russell
 TREASURER
 
Claudia A. Brandon
 SECRETARY
 
Barbara DiGiorgio
 ASSISTANT TREASURER
 
Celeste Wischerth
 ASSISTANT TREASURER
 
Stacy Cooper-Shugrue
 ASSISTANT SECRETARY
 
C. Carl Randolph
 ASSISTANT SECRETARY
 
46




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