AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 28, 1997
FILE NO. 811-7824
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 5
INCOME MANAGERS TRUST
---------------------
(Exact Name of the Registrant as Specified in Charter)
605 Third Avenue
New York, New York 10158-0180
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (212) 476-8800
Theodore P. Giuliano, President
Income Managers Trust
605 Third Avenue, 2nd Floor
New York, New York 10158-0180
Arthur C. Delibert, Esq.
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
2nd Floor
Washington, DC 20036-1800
(Names and Addresses of Agents for Service)
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed by the Registrant pursuant
to Section 8(b) of the Investment Company Act of 1940, as amended ("1940 Act").
However, beneficial interests in the series of the Registrant are not being
registered under the Securities Act of 1933, as amended, ("1933 Act") because
such interests are issued solely in private placement transactions that do not
involve any "public offering" within the meaning of Section 4(2) of the 1933
Act. Investments in the Registrant's series may be made only by regulated
investment companies, segregated asset accounts, foreign investment companies,
common trust funds, group trusts, or other investment arrangements, whether
organized within or without the United States (excluding individuals, S
corporations, partnerships, and grantor trusts beneficially owned by any
individuals, S corporations, or partnerships). This Registration Statement does
not constitute an offer to sell, or the solicitation of an offer to buy, any
beneficial interests in any series of the Registrant.
<PAGE>
PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant to
paragraph 4 of Instruction F of the General Instructions to Form N-1A.
Responses to certain Items required to be included in Part A of this
Registration Statement are incorporated herein by reference from Post-Effective
Amendment No. 23 to the Registration Statement of Neuberger & Berman Income
Funds ("Income Funds") (1940 Act File No. 2-85229, EDGAR Accession No.
0000898432-97-000039), as filed with the Securities and Exchange Commission on
January 31, 1997 ("Spoke Registration Statement"). Part A of the Spoke
Registration Statement ("Spoke's Part A") includes the joint prospectus of
Neuberger & Berman Government Money Fund, Neuberger & Berman Cash Reserves,
Neuberger & Berman Ultra Short Bond Fund, Neuberger & Berman Limited Maturity
Bond Fund, Neuberger & Berman Municipal Money Fund, Neuberger & Berman Municipal
Securities Trust and Neuberger & Berman New York Insured Intermediate Fund, each
of which invests in a master fund that is a series of Income Managers Trust.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT.
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Income Managers Trust ("Trust") is a diversified, no-load, open-end
management investment company that was organized as a trust under the laws of
the State of New York pursuant to a Declaration of Trust dated December 1, 1992.
Beneficial interests in the Trust are divided into separate subtrusts
or "series," each having a distinct investment objective and distinct investment
policies and limitations. The Trust currently has seven series: Neuberger&Berman
GOVERNMENT MONEY Portfolio, Neuberger&Berman CASH RESERVES Portfolio,
Neuberger&Berman ULTRA SHORT Bond Portfolio, Neuberger&Berman LIMITED MATURITY
Bond Portfolio, Neuberger&Berman MUNICIPAL MONEY Portfolio, Neuberger&Berman
MUNICIPAL SECURITIES Portfolio, and Neuberger&Berman NEW YORK INSURED
INTERMEDIATE Portfolio (each a "Portfolio"). Two series, Neuberger&Berman
PROFESSIONAL INVESTORS GROWTH Portfolio and Neuberger&Berman PROFESSIONAL
INVESTORS MONEY Portfolio, were dissolved in 1994; Neuberger&Berman GOVERNMENT
INCOME Portfolio was dissolved in 1996. The assets of each Portfolio belong only
to that Portfolio, and the liabilities of each Portfolio are borne solely by
that Portfolio and no other.
Beneficial interests in the Portfolios are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolios may be
made only by regulated investment companies, segregated asset accounts, foreign
investment companies, common trust funds, group trusts, or other investment
arrangements, whether organized within or without the United States (excluding
individuals, S corporations, partnerships, and grantor trusts beneficially owned
<PAGE>
by any individuals, S corporations, or partnerships). This Registration
Statement, as amended, does not constitute an offer to sell, or the solicitation
of an offer to buy, any "security" within the meaning of the 1933 Act.
Neuberger&Berman Management Incorporated ("N&B Management") serves as
the investment manager and Neuberger&Berman, L.L.C. ("Neuberger&Berman") serves
as the sub-adviser of each Portfolio.
Information on each Portfolio's investment objectives, the kinds of
securities in which the Portfolios principally invest, other investment
practices of the Portfolios, and risk factors associated with investments in the
Portfolios is incorporated herein by reference from the section entitled
"Investment Programs" in the Spoke's Part A (in particular, the introduction
thereto and the subsections entitled "Money Market Portfolios," "Bond
Portfolios," "Municipal Portfolios," "Short-Term Trading; Portfolio Turnover,"
"Ratings of Securities," "Borrowings", "Other Investments" and "Duration"). An
explanation of certain types of investments made by the Portfolios is
incorporated herein by reference from the section entitled "Description of
Investments" in the Spoke's Part A. Additional investment techniques, features,
and limitations concerning the Portfolios' investment programs are described in
Part B of this Registration Statement.
ITEM 5. MANAGEMENT OF THE TRUST.
- ------- ------------------------
A description of how the business of the Trust is managed is
incorporated herein by reference from the section entitled "Management and
Administration" in the Spoke's Part A. The following list identifies the
specific sections and subsections of the Spoke's Part A under which the
information required by Item 5 of Form N-1A may be found; each listed section is
incorporated herein by reference.
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Management and Administration - Trustees and
Item 5(a) Officers
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Management and Administration - Investment
Manager, Administrator, Distributor, and Sub-
Adviser; Management and Administration - Expenses
Item 5(b) Other Information - Directory
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Management and Administration - Investment
Manager, Administrator, Distributor, and Sub-
Item 5(c) Adviser
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Item 5(d) Not applicable
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Management and Administration - Transfer Agent and
Shareholder Servicing Arrangements; Other
Item 5(e) Information -- Directory
A-2
<PAGE>
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Item 5(f) Management and Administration - Expenses
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Management and Administration - Investment
Manager, Administrator, Distributor, and Sub-
Item 5(g) Adviser
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For investment management services, each Portfolio pays N&B Management
a fee at the annual rate of 0.25% of the first $500 million of that Portfolio's
average daily net assets, 0.225% of the next $500 million, 0.20% of the next
$500 million, 0.175% of the next $500 million and 0.15% of average daily net
assets in excess of $2 billion. During the 1996 fiscal year, each Portfolio bore
total operating expenses as a percentage of its average daily net assets as
follows:
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Neuberger & Berman Government Money Portfolio 0.31%
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Neuberger & Berman Cash Reserves Portfolio 0.30%
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Neuberger & Berman Ultra Short Bond Portfolio 0.39%
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Neuberger & Berman Limited Maturity Bond Portfolio 0.33%
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Neuberger & Berman Municipal Money Portfolio 0.36%
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Neuberger & Berman Municipal Securities Portfolio 0.47%
- -----------------------------------------------------------------------------
Neuberger & Berman New York Insured Intermediate 0.93%
Portfolio
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ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
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The Trust was organized as a common law trust under the laws of the
State of New York. Under the Declaration of Trust, the Trustees are authorized
to issue beneficial interests in separate "series" of the Trust. The Trust
currently has seven operating series; the Trust reserves the right to create and
issue additional series.
Investments in a Portfolio have no preemptive or conversion rights and
are fully paid and non-assessable. Each investor in a Portfolio is entitled to
participate equally in the Portfolio's earnings and assets and to vote in
proportion to the amount of its investment in the Portfolio. The Trust is not
required and does not currently intend to hold annual meetings of investors, but
the Trustees will hold special meetings of investors when, in their judgment, it
is necessary or desirable to submit matters to an investor vote. Changes in
fundamental policies or limitations will be submitted to investors for approval.
Investors have the right to remove one or more Trustees without a meeting by a
declaration in writing signed by investors holding two-thirds of all interests.
As of February 21, 1997, Neuberger&Berman Income Funds ("Income Funds")
owns a majority interest in the Trust and each Portfolio thereof. However,
A-3
<PAGE>
Income Funds has undertaken that, with respect to most matters on which the
Trust seeks a vote of its interestholders, Income Funds will seek a vote of its
shareholders and will vote its interest in the Trust in accordance with their
instructions.
Inquiries by a holder of an interest in a Portfolio should be directed
to such Portfolio at the following address: 605 Third Avenue, New York, New
York, 10158-0180.
Each investor in a Portfolio will be liable for all obligations of the
Portfolio. However, the risk of an investor in a Portfolio incurring financial
loss beyond the amount of its investment on account of such liability would be
limited to circumstances in which the Portfolio had inadequate insurance and was
unable to meet its obligations (including indemnification obligations) out of
its assets. Upon liquidation of a Portfolio, investors would be entitled to
share pro rata in the net assets of the Portfolio available for distribution to
investors.
The Trust is not required and does not currently intend to hold annual
meetings of investors, but the Trustees will hold special meetings of investors
when, in their judgment, it is necessary or desirable to submit matters to an
investor vote. Changes in fundamental policies or limitations will be submitted
to investors for approval. Investors have the right to remove one or more
Trustees without a meeting by a declaration in writing signed by a specified
number of investors.
Investments in a Portfolio may not be transferred, but an investor may
add to or withdraw all or any portion of its investment at any time at the net
asset value ("NAV") of such investment. Each Portfolio's NAV is determined each
day the New York Stock Exchange ("NYSE") is open for trading ("Business Day").
This determination is made once during each Business Day for each Portfolio, as
follows: (1) as of 12:00 noon, Eastern time, in the case of Neuberger&Berman
GOVERNMENT MONEY Portfolio, Neuberger&Berman CASH RESERVES Portfolio, and
Neuberger&Berman MUNICIPAL MONEY Portfolio; and (2) as of the close of regular
trading on the NYSE, usually 4:00 p.m., Eastern time, in the case of each other
Portfolio (each a "Valuation Time").
At each Valuation Time on each Business Day, the value of each
investor's beneficial interest in a Portfolio will be determined by multiplying
the Portfolio's NAV by the percentage, effective for that day, that represents
that investor's share of the aggregate beneficial interests in the Portfolio.
Any additions to or withdrawals of those interests which are to be effected on
that day will then be effected. Each investor's share of the aggregate
beneficial interests in the Portfolio then will be recomputed using the
percentage equal to the fraction (1) the numerator of which is the value of the
investor's investment in the Portfolio as of the Valuation Time on that day plus
or minus, as the case may be, the amount of any additions to or withdrawals from
A-4
<PAGE>
such investment effected on that day and (2) the denominator of which is the
Portfolio's aggregate NAV as of the Valuation Time on that day plus or minus, as
the case may be, the amount of the net additions to or withdrawals from the
aggregate investments in the Portfolio by all investors. The percentages so
determined then will be applied to determine the value of each investor's
respective interest in the Portfolio as of the Valuation Time on the following
Business Day.
A Portfolio's net income consists of (1) all accrued interest
(including earned discount, both original issue and market discount), dividends,
and other income, including any net realized gains or losses on the Portfolio's
assets, less (2) all actual and accrued expenses of the Portfolio, and
amortization of any premium, all as determined in accordance with generally
accepted accounting principles. All of a Portfolio's net income is allocated pro
rata among the investors in the Portfolio. A Portfolio's net income generally is
not distributed to the investors in the Portfolio, except as determined by the
Trustees from time to time, but instead is included in the value of the
investors' respective beneficial interests in the Portfolio.
Under the current method of the Portfolios' operations, they are not
subject to any income tax. However, each investor in a Portfolio is taxable on
its share (as determined in accordance with the Trust's governing instruments
and the Internal Revenue Code of 1986, as amended ("Code"), and the regulations
promulgated thereunder) of the Portfolio's ordinary income and capital gain. N&B
Management intends to continue to manage each Portfolio's assets, income, and
distributions in such a way that an investor in a Portfolio will be able to
satisfy the requirements of Subchapter M of the Code, assuming that the investor
invests all of its assets in the Portfolio. See Part B for a discussion of the
foregoing tax matters and certain other matters.
ITEM 7. PURCHASE OF SECURITIES.
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Beneficial interests in the Portfolios are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. See "General Description of Registrant"
above. All investments in the Portfolios are made without a sales load, at the
NAV next determined after an order is received by the Portfolio.
Information on the time and method of valuation of the Portfolio's
assets is incorporated herein by reference from the section entitled "Share
Prices and Net Asset Value" in the Spoke's Part A.
There is no minimum initial or subsequent investment in any Portfolio.
However, because each Portfolio intends at all times to be as fully invested as
is reasonably practicable in order to enhance the yield on its assets,
investments in each Portfolio must be made in federal funds (I.E., monies
A-5
<PAGE>
credited to the account of the Trust's custodian bank by a Federal Reserve
Bank). The Trust reserves the right to cease accepting investments in a
Portfolio at any time or to reject any investment order.
The Trust's placement agent is N&B Management. Its principal business
address is 605 Third Avenue, New York, NY 10158-0180. N&B Management receives no
compensation for serving as the Trust's placement agent. The Chairman and
President of the Trust are also officers and directors of the Trust's placement
agent.
ITEM 8. REDEMPTION OR REPURCHASE.
- ------- -------------------------
An investor in any Portfolio may withdraw all or any portion of its
investment at the NAV next determined after a withdrawal request in proper form
is received by the Portfolio. The proceeds of a withdrawal will be paid by the
Portfolio in federal funds normally on the Business Day the withdrawal is
effected, but in any event within three business days, except as extensions may
be permitted by law.
Each Portfolio reserves the right, under certain conditions, to pay
withdrawals in kind. Unless requested by an investor or deemed by N&B Management
to be in the best interests of investors in a Portfolio, a Portfolio will not
pay a withdrawal in kind to an investor, except in situations where that
investor may pay redemptions in kind.
Investments in a Portfolio may not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended, or the payment of the withdrawal proceeds
postponed, during any period in which the NYSE is closed (other than weekends or
holidays) or trading on the NYSE is restricted or to the extent otherwise
permitted by the 1940 Act.
ITEM 9. PENDING LEGAL PROCEEDINGS.
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Not applicable.
A-6
<PAGE>
PART B
Part B of this Registration Statement should be read only in
conjunction with Part A. Capitalized terms used in Part B and not otherwise
defined herein have the meanings given them in Part A of this Registration
Statement.
Responses to certain Items required to be included in Part B of this
Registration Statement are incorporated herein by reference from the Spoke
Registration Statement. Part B of the Spoke Registration Statement includes the
joint Statement of Additional Information ("SAI") of Neuberger & Berman
Government Money Fund, Neuberger & Berman Cash Reserves, Neuberger & Berman
Ultra Short Bond Fund and Limited Maturity Bond Fund, and the joint Statement of
Additional Information of Neuberger & Berman Municipal Money Fund, Neuberger &
Berman Municipal Securities Trust, and Neuberger & Berman New York Insured
Intermediate Fund (collectively, "Spoke's Part B").
Item 10. Cover Page
Not applicable.
Item 11. Table of Contents. Page
General Information and History..............................................B-2
Investment Objectives and Policies...........................................B-2
Management of the Trust......................................................B-2
Control Persons and Principal Holders of Securities..........................B-4
Investment Management and Other Services.....................................B-5
Brokerage Allocation and Other Practices.....................................B-6
Capital Stock and Other Securities...........................................B-6
Purchase, Redemption and Pricing of Securities...............................B-7
Tax Status...................................................................B-8
Underwriters.................................................................B-8
Calculation of Performance Data..............................................B-8
Financial Statements.........................................................B-8
<PAGE>
Item 12. General Information and History
- -------- -------------------------------
Income Managers Trust ("Trust") added the words "Neuberger & Berman" to
the names of each of its series on December 22, 1993.
Item 13. Investment Objectives and Policies
- -------- ----------------------------------
Part A contains information about the investment objectives, policies
and limitations of Neuberger & Berman Government Money Portfolio, Neuberger &
Berman Cash Reserves Portfolio, Neuberger & Berman Ultra Short Bond Portfolio,
Neuberger & Berman Limited Maturity Bond Portfolio, Neuberger & Berman Municipal
Money Portfolio, Neuberger & Berman Municipal Securities Portfolio, and
Neuberger & Berman New York Insured Intermediate Portfolio, (each a
"Portfolio"), the active series of the Trust. This section supplements the
discussion in Part A of the investment objective, policies and limitations of
each Portfolio.
Information on the fundamental investment limitations and the
non-fundamental investment policies and limitations of each Portfolio, the types
of securities bought and investment techniques used by each Portfolio, and
certain risks attendant thereto, as well as other information on the Portfolios'
investment programs, is incorporated herein by reference from the section
entitled "Investment Information" in the Spoke's Part B. "Certain Risk
Considerations" and "Appendix A - Ratings of Securities" in the Spoke's Part B
are also incorporated herein by reference.
Item 14. Management of the Trust
- -------- -----------------------
Trustees and Officers
---------------------
Information about the Trustees and officers of the Trust, and their
roles in management of the Trust and other Neuberger & Berman Funds (Registered
Trademark), is incorporated herein by reference from the section entitled
"Trustees and Officers" in the Spoke's Part B.
The following table sets forth information concerning the compensation
of the Trustees of the Trust. None of the Neuberger & Berman Funds has any
retirement plan for its trustees or officers.
B-2
<PAGE>
TABLE OF COMPENSATION
FOR FISCAL YEAR ENDED 10/31/96
<TABLE>
<CAPTION>
Aggregate Total Compensation from
Compensation Trusts in the Neuberger &
from the Berman Fund Complex
Name and Position with Trust Paid to Trustees
- ---------------------- ----- ----------------
<S> <C> <C>
John Cannon $16,000 $31,000
Trustee (2 other investment
companies)
Charles DeCarlo $17,500 $35,000
Trustee (2 other investment
(retired 12/96) companies)
Stanley Egener $ 0 $ 0
Chairman of the Board, (9 other investment
Chief Executive Officer, companies)
and Trustee
Theodore P. Giuliano $ 0 $ 0
President and Trustee (2 other investment
companies)
Barry Hirsch $17,750 $35,500
Trustee (2 other investment
companies)
Robert A. Kavesh $16,000 $31,000
Trustee (2 other investment
companies)
Harold R. Logan $15,250 $30,500
Trustee (2 other investment
(retired 12/96) companies)
William E. Rulon $15,250 $30,500
Trustee (2 other investment
companies)
Candace L. Straight $15,500 30,500
Trustee (2 other investment
companies)
</TABLE>
B-3
<PAGE>
Item 15. Control Persons and Principal Holders of Securities
- -------- ---------------------------------------------------
As of February 21, 1997, each Portfolio could be deemed to be under the
control of a corresponding series of Neuberger & Berman Income Funds ("Income
Funds"). Specifically, as of that date, (1) Neuberger & Berman Ultra Short Bond
Fund owned 89.95% of the value of the outstanding interests in Neuberger &
Berman Ultra Short Bond Portfolio, (2) Neuberger & Berman Limited Maturity Bond
Fund owned 88.17% of the value of the outstanding interests in Neuberger &
Berman Limited Maturity Bond Portfolio, (3) Neuberger & Berman Cash Reserves
owned 100% of the value of the outstanding interests in Neuberger & Berman Cash
Reserves Portfolio, (4) Neuberger & Berman Government Money Fund owned 100% of
the value of the outstanding interests in Neuberger & Berman Government Money
Portfolio, (5) Neuberger & Berman New York Insured Intermediate Fund owned 100%
of the value of the outstanding interests in Neuberger & Berman New York Insured
Intermediate Portfolio, (6) Neuberger & Berman Municipal Money Fund owned 100%
of the value of the outstanding interests in Neuberger & Berman Municipal Money
Portfolio, and (7) Neuberger & Berman Municipal Securities Trust owned 100% of
the value of the outstanding interests in Neuberger & Berman Municipal
Securities Portfolio. So long as a Fund owns more than 50% of the value of the
outstanding interests in its corresponding Portfolio, such Fund may take actions
without the approval of any other registered investment company that invests in
the Portfolio. However, where the action requires a vote of a Portfolio's
interestholders, the power of a Fund to control such action may depend on the
vote of the Fund's shareholders.
As of February 21, 1997, the series of Neuberger & Berman Income Trust
("Income Trust") owned 5% or more of the value of the outstanding interests in
their corresponding Portfolios as follows: Neuberger & Berman Ultra Short Bond
Trust owned 10.05% of the outstanding interests in Neuberger & Berman Ultra
Short Bond Portfolio, and Neuberger & Berman Limited Maturity Trust owned 11.83%
of the outstanding interests in Neuberger & Berman Limited Maturity Bond
Portfolio.
Income Funds and Income Trust have informed the Trust that, in most
cases where a Fund is requested to vote on matters pertaining to its
corresponding Portfolio, the affected Fund will solicit proxies from its
shareholders and will vote its interest in the Portfolio in proportion to the
votes cast by the Fund's shareholders. It is anticipated that any other
registered investment company investing in a Portfolio will follow the same or a
similar practice.
The address of each of the above-described control persons is 605 Third
Avenue, 2nd Floor, New York, New York 10158-0180.
B-4
<PAGE>
Item 16. Investment Management and Other Services
- -------- ----------------------------------------
Information on the investment management and other services provided
for or on behalf of each Portfolio is incorporated herein by reference from the
sections entitled "Investment Management and Administrative Services," "Trustees
and Officers," "Custodian and Transfer Agent," "Independent Auditors" and "Legal
Counsel" in the Spoke's Part B. The following list identifies the specific
sections and subsections in the Spoke's Part B under which the information
required by Item 16 of Form N-1A may be found; each listed section is
incorporated herein by reference.
Form N-1A Incorporated by Reference from the
Item No. Following Section of Spoke's Part B
- -------- -----------------------------------
Item 16(a) Investment Management and Administration Services --
Investment Manager and Administrator; -- Sub-Adviser and --
Management and Control of N&B Management; Trustees and Officers
Item 16(b) Investment Management and Administration Services --
Investment Manager and Administrator
Item 16(c) Not applicable
Item 16(d) Not applicable
Item 16(e) Not applicable
Item 16(f) Not applicable
Item 16(g) Not applicable
Item 16(h) Custodian and Transfer Agent; Independent Auditors
Item 16(i) Not applicable
The total management fees paid by each operating Portfolio (except
Neuberger & Berman New York Insured Intermediate Portfolio) to N&B Management
under the Management Agreement during the fiscal years ended October 31, 1996,
1995 and 1994 were:
<TABLE>
<CAPTION>
PORTFOLIO 1996 1995 1994
--------- ---- ---- ----
<S> <C> <C>
Neuberger & Berman Government Money Portfolio $710,819 $745,052 $553,360
Neuberger & Berman Cash Reserves Portfolio $1,167,592 $852,207 $724,879
Neuberger & Berman Ultra Short Bond Portfolio $252,131 $229,072 $268,424
Neuberger & Berman Limited Maturity Bond Portfolio $750,980 $769,332 $835,161
Neuberger & Berman Municipal Money Portfolio $400,339 $379,000 $412,000
Neuberger & Berman Municipal Securities Portfolio $103,591 $110,000 $204,000
</TABLE>
B-5
<PAGE>
Total management fees paid by Neuberger & Berman New York Insured
Intermediate Portfolio for the fiscal years ended October 31, 1996 and 1995 and
the fiscal period February 1, 1994 (commencement of operations) to October 31,
1994 were $25,381, $29,000 and $28,000, respectively.
Item 17. Brokerage Allocation and Other Practices.
- -------- -----------------------------------------
A description of each Portfolio's brokerage allocation and other
practices, and information regarding shares held by a portfolio in its regular
brokers and dealers is incorporated herein by reference from the section
entitled "Portfolio Transactions" in the Spoke's Part B.
Item 18. Capital Stock and Other Securities.
- -------- -----------------------------------
Each investor in a Portfolio is entitled to a vote in proportion to the
amount of its investment therein. Investors in the Portfolios will vote together
in certain circumstances (e.g., election of the Trustees and ratification of the
selection of auditors, as provided by the 1940 Act and the rules thereunder).
One or more Portfolios could control the outcome of these votes. Investors do
not have cumulative voting rights, and investors holding more than 50% of the
aggregate beneficial interests in the Trust or in a Portfolio, as the case may
be, may control the outcome of votes. The Trust is not required and does not
currently intend to hold annual meetings of investors, but the Trust will hold
special meetings of investors when (1) a majority of the Trustees determines to
do so or (2) investors holding at least 10% of the interests in the Trust (or a
Portfolio) request in writing a meeting of investors in the Trust (or
Portfolio).
The Trust, with respect to a Portfolio, may enter into a merger or
consolidation, or sell all or substantially all of its assets, if approved by
the lesser of (1) 67% of the total units of beneficial interest of the Portfolio
represented at a meeting at which more than 50% of the outstanding units of
beneficial interest of the Portfolio are represented or (2) a majority of the
outstanding units of beneficial interest of the Portfolio. A Portfolio may be
terminated (1) upon liquidation and distribution of its assets, if approved by
the vote of at least two-thirds of its investors, or (2) by the Trustees on
written notice to the Portfolio's investors.
B-6
<PAGE>
The Trust is organized as a trust under the laws of the State of New
York. Investors in a Portfolio will be held personally liable for the
Portfolio's obligations and liabilities, subject, however, to indemnification by
the Trust in the event that there is imposed upon an investor a greater portion
of the liabilities and obligations of the Portfolio than its proportionate
beneficial interest. The Declaration of Trust also provides that, subject to the
provisions of the 1940 Act, the Trust may maintain insurance (for example,
fidelity bonding and errors and omissions insurance) for the protection of the
Portfolios, investors, Trustees, officers, employees, and agents in such amounts
the Trustees deem adequate to cover possible tort and other liabilities. Thus,
the risk of an investor incurring financial loss beyond the amount of its
investment on account of such liability is limited to circumstances in which the
Portfolio had inadequate insurance and was unable to meet its obligations out of
its assets.
The Declaration of Trust further provides that obligations of a
Portfolio are not binding upon the Trustees individually but only upon the
property of the Portfolio and that the Trustees will not be liable for any
action or failure to act. The Declaration of Trust, however, does not protect a
Trustee against any liability to which he or she would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of his or her duties.
Upon liquidation or dissolution of any Portfolio, the investors therein
would be entitled to share pro rata in its net assets available for distribution
to investors.
Item 19. Purchase, Redemption and Pricing of Securities.
- -------- -----------------------------------------------
Beneficial interests in the Portfolios are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. See Items 4, 7, and 8 in Part A.
Information on the use of the amortized cost valuation method in
reliance on Rule 2a-7 under the 1940 Act by Neuberger & Berman Government Money
Portfolio, Neuberger & Berman Cash Reserves Portfolio and Neuberger & Berman
Municipal Money Portfolio is incorporated herein by reference from the section
entitled "Valuation of Portfolio Securities" in the Spoke's Part B.
B-7
<PAGE>
Futures Contracts are marked to market daily, and options thereon are
valued at their latest sale price on the applicable exchange prior to pricing.
If, for any such option, there is no sale on that day prior to pricing, it is
valued at its bid price at that time; except that, if N&B Management believes
that bid price does not accurately reflect the option's value at the time of
pricing, it is valued at fair value, as determined in accordance with procedures
approved by the Trustees. All other securities and assets, including illiquid
securities, are valued in good faith in a manner designed to reflect their fair
value, in accordance with procedures approved by the Trustees.
Item 20. Tax Status.
- -------- -----------
Information on the taxation of the Portfolios is incorporated herein by
reference from the section entitled "Additional Tax Information - Taxation of
the Portfolio(s)" in the Spoke's Part B, substituting for "Fund" whenever used
therein either "investor in a Portfolio" or "RIC investor" (i.e., an investor in
a Portfolio that intends to qualify as a regulated investment company ("RIC")
for federal income tax purposes), as the context requires.
Item 21. Underwriters.
- -------- -------------
N&B Management, 605 Third Avenue, New York, NY 10158-0180, a New York
corporation that is the Portfolios' investment manager, serves as the Trust's
placement agent. N&B Management receives no compensation for such placement
agent services. Beneficial interests in the Portfolios are issued continuously.
Item 22. Calculation of Performance Data.
- -------- --------------------------------
Not applicable.
Item 23. Financial Statements.
- -------- ---------------------
Audited financial statements for the Portfolios for the fiscal year
ended October 31, 1996, and the reports of Ernst & Young LLP, independent
auditors, with respect to such financial statements are incorporated by
reference from the Annual Reports to Shareholders of Neuberger & Berman Income
Funds for the period ended October 31, 1996, File Nos. 2-85229 and 811-3802,
EDGAR Accession No. 0000898432-96-000567 and 0000898432-96-000568.
B-8
<PAGE>
INCOME MANAGERS TRUST
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Audited financial statements of the following seven series of Income
Managers Trust, Neuberger & Berman Government Money Portfolio,
Neuberger & Berman Cash Reserves Portfolio, Neuberger & Berman Ultra
Short Bond Portfolio, Neuberger & Berman Limited Maturity Bond
Portfolio, Neuberger & Berman Municipal Money Portfolio, Neuberger &
Berman Municipal Securities Portfolio, and Neuberger & Berman New York
Insured Intermediate Portfolio, are incorporated into Part B by
reference to the Annual Reports to Shareholders of Neuberger & Berman
Income Funds, File Nos. 2-85229 and 811-3802, Edgar Accession Nos.
0000898432-96-000567 and 0000898432-96- 000568.
(b) Exhibits:
Exhibit
Number Description
------ -----------
(1) (a) Declaration of Trust of Income Managers Trust.
Incorporated by Reference to Amendment No. 4 to
Registrant's Registration Statement, File No.
811-7824, Edgar Accession No.
0000898432-96-000134.
(b) Schedule A - Current Series of Income Managers
Trust. Incorporated by Reference to Amendment
No. 4 to Registrant's Registration Statement,
File No. 811-7824, Edgar Accession No.
0000898432-96-000134.
(2) By-Laws of Income Managers Trust. Incorporated by
Reference to Amendment No. 4 to Registrant's
Registration Statement, File No. 811-7824, Edgar
Accession No. 0000898432-96-000134.
(3) Voting Trust Agreement. None.
(4) (a) Declaration of Trust of Income Managers Trust,
Articles V-IX. Incorporated by Reference to
Amendment No. 4 to Registrant's Registration
Statement, File No. 811-7824, Edgar Accession
No. 0000898432-96-000134.
(b) By-laws of Income Managers Trust Articles V, VI
and VIII. Incorporated by Reference to Amendment
No. 4 to Registrant's Registration Statement,
File No. 811-7824, Edgar Accession No.
0000898432-96-000134.
(5) (a) (i) Management Agreement Between Income
Managers Trust and Neuberger & Berman
Management Incorporated. Incorporated by
Reference to Post-Effective Amendment No.
<PAGE>
21 to Registration Statement of Neuberger &
Berman Income Funds, File Nos. 2-85229 and
811-3802, Edgar Accession No. 0000898432-
96-000117.
(ii) Schedule A - Series of Income Managers
Trust Currently Subject to the Management
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 21 to
Registration Statement of Neuberger &
Berman Income Funds, File Nos. 2-85229 and
811-3802, Edgar Accession No. 0000898432-
96-000117.
(iii) Schedule B - Schedule of Compensation Under
the Management Agreement. Incorporated by
Reference to Post-Effective Amendment No.
21 to Registration Statement of Neuberger &
Berman Income Funds, File Nos. 2-85229 and
811-3802, Edgar Accession No. 0000898432-
96-000117.
(b) (i) Sub-Advisory Agreement Between Neuberger &
Berman Management Incorporated and
Neuberger & Berman, L.P. with Respect to
Income Managers Trust. Incorporated by
Reference to Post-Effective Amendment No.
21 to Registration Statement of Neuberger &
Berman Income Funds, File Nos. 2-85229 and
811-3802, Edgar Accession No. 0000898432-
96-000117.
(ii) Schedule A - Series of Income Managers
Trust Currently Subject to the Sub-Advisory
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 21 to
Registration Statement of Neuberger &
Berman Income Funds, File Nos. 2-85229 and
811-3802, Edgar Accession No. 0000898432-
96-000117.
(iii) Substitution Agreement among Neuberger &
Berman Management Incorporated, Income
Managers Trust, Neuberger & Berman, L.P.
and Neuberger & Berman, LLC. Filed
herewith.
(6) Distribution Agreement. None.
(7) Bonus, Profit Sharing or Pension Plans. None.
(8) (a) Custodian Contract Between Income Managers Trust
and State Street Bank and Trust Company.
Incorporated by Reference to Amendment No. 4 to
Registrant's Registration Statement, File No.
811-7824, Edgar Accession No. 0000898432-96-
000134.
(b) Schedule A - Approved Foreign Banking
Institutions and Securities Depositories Under
the Custodian Contract. Incorporated by
Reference to Post-Effective Amendment No. 21 to
C-2
<PAGE>
Registration Statement of Neuberger & Berman
Income Funds, File Nos. 2-85229 and 811-3802,
Edgar Accession No. 0000898432-96-000117.
(c) Agreement between Income Managers
Trust and State Street Bank and
Trust Company Adding Neuberger &
Berman New York Insured Intermediate
Portfolio as a Portfolio Governed by
the Custodian Contract.
Filed herewith.
(d) Schedule of Compensation under the Custodian
Contract. Filed herewith.
(9) (a) Transfer Agency and Service Agreement Between
Income Managers Trust and State Street Bank and
Trust Company. Filed herewith.
(b) Agreement Between Income Managers
Trust and State Street Bank and
Trust Company Adding Neuberger &
Berman New York Insured Intermediate
Portfolio as a Portfolio Governed by
the Transfer Agency and Service
Agreement. Filed herewith.
(10) Opinion and Consent of Kirkpatrick & Lockhart on
Securities Matters. None.
(11) Opinions, Appraisals, Rulings and Consents:
Consent of Independent Auditors. None.
(12) Financial Statements Omitted from Prospectus.
None.
(13) Letter of Investment Intent. None.
(14) Prototype Retirement Plan. None.
(15) Plan pursuant to Rule 12b-1. None.
(16) Schedule of Computation of Performance
Quotations. None.
(17) Financial Data Schedules. Filed herewith.
(18) Plan pursuant to Rule 18f-3. None.
Item 25. Persons Controlled By or Under Common Control with Registrant
- -------- -------------------------------------------------------------
No person is controlled by or under common control with the Registrant.
Item 26. Number of Holders of Securities
- -------- -------------------------------
The following information is given as of February 27, 1997.
Number of
Title of Class Record Holders
-------------- --------------
Neuberger & Berman Government Money Portfolio 3
Neuberger & Berman Cash Reserves Portfolio 3
Neuberger & Berman Ultra Short Bond Portfolio 4
Neuberger & Berman Limited Maturity Bond Portfolio 4
Neuberger & Berman Municipal Money Portfolio 3
Neuberger & Berman Municipal Securities Portfolio 3
C-3
<PAGE>
Neuberger & Berman New York Insured Intermediate Portfolio 3
Item 27. Indemnification
A New York trust may provide in its governing instrument for
indemnification of its officers and trustees from and against all claims and
demands whatsoever. Article V, Section 5.4 of the Declaration of Trust provides
that the Registrant shall indemnify, to the fullest extent permitted by law
(including the Investment Company Act of 1940, as amended (the "1940 Act")),
each trustee, officer, employee, agent or independent contractor (except in the
case of an agent or independent contractor to the extent expressly provided by
written contract) of the Registrant (including any individual, corporation,
partnership, trust, association, joint venture or other entities, whether or not
legal entities, and governments and agencies and political subdivision thereof
("Person"), who serves at the Registrant's request as a director, officer or
trustee of another organization in which the Registrant has any interest as a
shareholder, creditor or otherwise) against all liabilities and expenses
(including amounts paid in satisfaction of judgments, in compromise, as fines
and penalties, and as counsel fees) reasonably incurred by such Person in
connection with the defense or disposition of any action, suit or other
proceeding, whether civil or criminal, in which such Person may be involved or
with which such Person may be threatened, while in office or thereafter, by
reason of such Person being or having been such a trustee, officer, employee,
agent or independent contractor, except with respect to any matter as to which
such Person shall have been adjudicated to have acted in bad faith, willful
misfeasance, gross negligence or reckless disregard of such Person's duties,
such liabilities and expenses being liabilities only of the series out of which
such claim for indemnification arises; provided, however, that as to any matter
disposed of by a compromise payment by such Person, pursuant to a consent decree
or otherwise, no indemnification either for such payment or for any other
expenses shall be provided unless there has been a determination that such
Person did not engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Person's
office: (i) by the court or other body approving the settlement or other
disposition; or (ii) based upon a review of readily available facts (as opposed
to a full trial- type inquiry), by written opinion from independent legal
counsel approved by the trustees; or (iii) by a majority of the trustees who are
neither "interested persons" (as defined in the 1940 Act) of the Registrant nor
parties to the matter, based upon a review of readily available facts (as
opposed to a full trial-type inquiry). The rights accruing to any Person under
these provisions shall not exclude any other right to which such Person may be
lawfully entitled; provided that no Person may satisfy any right of indemnity or
reimbursement granted in the Registrant's Declaration of Trust or to which such
Person may be otherwise entitled except out of the Trust Property (as defined in
the Declaration of Trust). The rights of indemnification provided herein may be
insured against by policies maintained by the Registrant. The trustees may make
advance payments in connection with this indemnification, provided that the
indemnified Person shall have given a written undertaking to reimburse the
Registrant in the event it is subsequently determined that such Person is not
entitled to such indemnification, and provided further that either: (i) such
Person shall have provided appropriate security for such undertaking; or (ii)
the Registrant is insured against losses arising out of any such advance
payments; or (iii) either a majority of the trustees who are neither "interested
persons" (as defined in the 1940 Act) of the Registrant nor parties to the
matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a
trial-type inquiry or full investigation), that there is reason to believe that
such Person will not be disqualified from indemnification.
Pursuant to Article V Section 5.1 of the Registrant's Declaration of
Trust, each holder of an interest in a series of the Registrant shall be jointly
and severally liable with every other holder of an interest in that series (with
C-4
<PAGE>
rights of contribution inter se in proportion to their respective interests in
the series) for the liabilities and obligations of that series (and of no other
series) in the event that the Registrant fails to satisfy such liabilities and
obligations from the assets of that series; provided, however, that, to the
extent assets of that series are available, the Registrant shall indemnify and
hold each holder harmless from and against any claim or liability to which such
holder may become subject by reason of being or having been a holder of an
interest in that series to the extent that such claim or liability imposes on
the Holder an obligation or liability which, when compared to the obligations
and liabilities imposed on other holders of interests in that series, is greater
than such holder's interest (proportionate share), and shall reimburse such
holder for all legal and other expenses reasonably incurred by such holder in
connection with any such claim or liability. The rights accruing to a holder
under the Registrant's Declaration of Trust shall not exclude any other right to
which such holder may be lawfully entitled, nor shall anything contained herein
restrict the right of the Registrant to indemnify or reimburse a holder in any
appropriate situation even though not specifically provided herein.
Notwithstanding the indemnification procedure described above, it is intended
that each holder of an interest in a series shall remain jointly and severally
liable to the creditors of that series as a legal matter. The liabilities of a
particular series and the right to indemnification granted hereunder to holders
of interests in such series shall not be enforceable against any other series or
holders of interests in any other series.
Section 9 of the Management Agreement between the Registrant and
Neuberger & Berman Management Incorporated ("N&B Management") provides that
neither N&B Management nor any director, officer or employee of N&B Management
performing services for the series of the Registrant at the direction or request
of N&B Management in connection with N&B Management's discharge of its
obligations under the agreement shall be liable for any error of judgment or
mistake of law or for any loss suffered by a series in connection with any
matter to which the agreement relates; provided, that nothing in the agreement
shall be construed (i) to protect N&B Management against any liability to the
Registrant or any series thereof or its holders to which N&B Management would
otherwise be subject by reason of willful misfeasance, bad faith, or gross
negligence in the performance of N&B Management's duties, or by reason of N&B
Management's reckless disregard of its obligations and duties under the
agreement, or (ii) to protect any director, officer or employee of N&B
Management who is or was a trustee or officer of the Registrant against any
liability to the Registrant or any series thereof or its holders to which such
person would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
such person's office with the Registrant.
Section 1 of the Sub-Advisory Agreement between the Registrant and
Neuberger & Berman, L.L.C. ("Sub-Adviser") provides that in the absence of
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or of reckless disregard of its duties and obligations under the
agreement, the Sub-Adviser will not be subject to liability for any act or
omission or any loss suffered by any series of the Registrant or its security
holders in connection with the matters to which the agreement relates.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "1933 Act"), may be permitted to trustees, officers
and controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the 1933 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such trustee, officer or controlling person,
the Registrant will, unless in the opinion of its counsel the matter has been
settled
C-5
<PAGE>
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
Item 28. Business and Other Connections of Investment Manager and Sub-Adviser
- -------- --------------------------------------------------------------------
Information as to any other business, profession, vocation or
employment of a substantial nature in which each director or officer of N&B
Management and each principal of the Sub-Adviser is, or at any time during the
past two years has been, engaged for his or her own account or in the capacity
of director, officer, employee, partner or trustee is incorporated herein by
reference from Item 28 in Part C of Post-Effective Amendment No. 23 to the
Registration Statement on Form N-1A of Neuberger & Berman Income Funds (1940 Act
File No. 811- 3802, EDGAR Accession No. 0000898432-97-000039), as filed with the
Securities and Exchange Commission on January 31, 1997.
Item 29. Principal Underwriters
- -------- ----------------------
Not Applicable.
Item 30. Location of Accounts and Records
- -------- --------------------------------
All accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder with respect
to the Registrant are maintained at the offices of State Street Bank and Trust
Company, 225 Franklin Street, Boston, Massachusetts 02110, except for the
Registrant's Declaration of Trust and By-laws, minutes of meetings of the
Registrant's Trustees and investors and the Registrant's policies and contracts,
which are maintained at the offices of the Registrant, 605 Third Avenue, New
York, New York 10158.
Item 31. Management Services
- -------- -------------------
Other than as set forth in Parts A and B of this Registration
Statement, the Registrant is not a party to any management-related service
contract.
Item 32. Undertakings
- -------- ------------
None.
C-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 5 to its Registration Statement on
Form N-1A to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York and the State of New York on the 28th day of
February, 1997.
INCOME MANAGERS TRUST
By /s/ Stanley Egener
---------------------------
Stanley Egener
Chairman of the Board
C-7
<PAGE>
INCOME MANAGERS TRUST
REGISTRATION STATEMENT ON FORM N-1A
INDEX TO EXHIBITS
Exhibit Sequentially
Number Description Numbered Pages
(1) (a) Declaration of Trust of Income Managers N.A.
Trust. Incorporated by Reference to
Amendment No. 4 to Registrant's
Registration Statement, File No. 811-
7824, Edgar Accession No. 0000898432-96-
000134.
(b) Schedule A - Current Series of Income N.A.
Managers Trust. Incorporated by
Reference to Amendment No. 4 to
Registrant's Registration Statement, File
No. 811-7824, Edgar Accession No.
0000898432-96-000134.
(2) By-Laws of Income Managers Trust. Incorporated N.A.
by Reference to Amendment No. 4 to Registrant's
Registration Statement, File No. 811-7824,
Edgar Accession No. 0000898432-96-000134.
(3) Voting Trust Agreement. None. N.A.
(4) (a) Declaration of Trust of Income Managers N.A.
Trust, Articles V-IX. Incorporated by
Reference to Amendment No. 4 to
Registrant's Registration Statement, File
No. 811-7824, Edgar Accession No.
0000898432-96-000134.
(b) By-laws of Income Managers Trust Articles
V, VI and VIII. Incorporated by
Reference to Amendment No. 4 to
Registrant's Registration Statement, File
No. 811-7824, Edgar Accession No.
0000898432-96-000134.
(5) (a) (i) Management Agreement Between Income N.A.
Managers Trust and Neuberger &
Berman Management Incorporated.
Incorporated by Reference to Post-
Effective Amendment No. 21 to
Registration Statement of Neuberger
& Berman Income Funds, File Nos.
2-85229 and 811-3802, Edgar
Accession No. 0000898432-96-000117.
(ii) Schedule A - Series of Income N.A.
Managers Trust Currently Subject to
the Management Agreement.
Incorporated by Reference to Post-
Effective Amendment No. 21 to
Registration Statement of Neuberger
& Berman Income Funds, File Nos.
2-85229 and 811-3802, Edgar
Accession No. 0000898432-96-000117.
<PAGE>
(iii) Schedule B - Schedule of N.A.
Compensation Under the Management
Agreement. Incorporated by
Reference to Post-Effective
Amendment No. 21 to Registration
Statement of Neuberger & Berman
Income Funds, File Nos. 2-85229 and
811-3802, Edgar Accession No.
0000898432-96-000117.
(b) (i) Sub-Advisory Agreement Between N.A.
Neuberger & Berman Management
Incorporated and Neuberger &
Berman, L.P. with Respect to Income
Managers Trust. Incorporated by
Reference to Post-Effective
Amendment No. 21 to Registration
Statement of Neuberger & Berman
Income Funds, File Nos. 2-85229 and
811-3802, Edgar Accession No.
0000898432-96-000117.
(ii) Schedule A - Series of Income N.A.
Managers Trust Currently Subject to
the Sub-Advisory Agreement.
Incorporated by Reference to Post-
Effective Amendment No. 21 to
Registration Statement of Neuberger
& Berman Income Funds, File Nos. 2-
85229 and 811-3802, Edgar Accession
No. 0000898432-96-000117.
(iii) Substitution Agreement among _____
Neuberger & Berman Management
Incorporated, Income Managers
Trust, Neuberger & Berman, L.P. and
Neuberger & Berman, LLC. Filed
herewith.
(6) Distribution Agreement. None. N.A.
(7) Bonus, Profit Sharing or Pension Plans. None. N.A.
(8) (a) Custodian Contract Between Income N.A.
Managers Trust and State Street Bank and
Trust Company. Incorporated by Reference
to Amendment No. 4 to Registrant's
Registration Statement, File No. 811- N.A.
7824, Edgar Accession No. 0000898432-96-
000134.
(b) Schedule A - Approved Foreign Banking N.A.
Institutions and Securities Depositories
Under the Custodian Contract.
Incorporated by Reference to Post-
Effective Amendment No. 21 to
Registration Statement of Neuberger &
Berman Income Funds, File Nos. 2-85229
and 811-3802, Edgar Accession No.
0000898432-96-000117.
<PAGE>
(c) Agreement between Income Managers Trust _____
and State Street Bank and Trust Company
Adding Neuberger & Berman New York
Insured Intermediate Portfolio as a
Portfolio Governed by the Custodian
Contract. Filed herewith
(d) Schedule of Compensation under the _____
Custodian Contract. Filed herewith.
(9) (a) Transfer Agency and Service _____
Agreement Between Income Managers
Trust and State Street Bank and
Trust Company. Filed herewith.
(b) Agreement Between Income Managers _____
Trust and State Street Bank and
Trust Company Adding Neuberger & Berman
New York Insured Intermediate Portfolio
as a Portfolio Governed by the Transfer
Agency and Service Agreement. Filed
herewith.
(10) Opinion and Consent of Kirkpatrick & Lockhart N.A.
on Securities Matters. None.
(11) Opinions, Appraisals, Rulings and Consents: N.A.
Consent of Independent Auditors. None.
(12) Financial Statements Omitted from Prospectus. N.A.
None.
(13) Letter of Investment Intent. None. N.A.
(14) Prototype Retirement Plan. None. N.A.
(15) Plan pursuant to Rule 12b-1. None. N.A.
(16) Schedule of Computation of Performance N.A.
Quotations. None.
(17) Financial Data Schedules. Filed herewith. ____
(18) Plan pursuant to Rule 18f-3. None. N.A.
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Cash Reserves Portfolio Annual Report and is qualified
in its entirety by reference to such document.
</LEGEND>
<CIK> 0000908473
<NAME> INCOME MANAGERS TRUST
<SERIES>
<NUMBER> 04
<NAME> NEUBERGER&BERMAN CASH RESERVES PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 482,179
<INVESTMENTS-AT-VALUE> 482,179
<RECEIVABLES> 1,914
<ASSETS-OTHER> 26
<OTHER-ITEMS-ASSETS> 22
<TOTAL-ASSETS> 484,141
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 166
<TOTAL-LIABILITIES> 166
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 427,537
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 56,438
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 483,975
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 25,674
<OTHER-INCOME> 0
<EXPENSES-NET> (1,407)
<NET-INVESTMENT-INCOME> 24,267
<REALIZED-GAINS-CURRENT> 4
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 24,271
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 74,744
<ACCUMULATED-NII-PRIOR> 32,171
<ACCUMULATED-GAINS-PRIOR> (4)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,168
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,407
<AVERAGE-NET-ASSETS> 467,037
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .30
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Government Money Portfolio Annual Report and is qualified
in its entirety by reference to such document.
</LEGEND>
<CIK> 0000908473
<NAME> INCOME MANAGERS TRUST
<SERIES>
<NUMBER> 01
<NAME> NEUBERGER&BERMAN GOVERNMENT MONEY PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 360,446
<INVESTMENTS-AT-VALUE> 360,446
<RECEIVABLES> 2,020
<ASSETS-OTHER> 22
<OTHER-ITEMS-ASSETS> 111
<TOTAL-ASSETS> 362,599
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 117
<TOTAL-LIABILITIES> 117
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 322,283
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 40,198
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 362,482
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 15,087
<OTHER-INCOME> 0
<EXPENSES-NET> (886)
<NET-INVESTMENT-INCOME> 14,201
<REALIZED-GAINS-CURRENT> (6)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 14,195
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 53,997
<ACCUMULATED-NII-PRIOR> 25,997
<ACCUMULATED-GAINS-PRIOR> 7
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 711
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 886
<AVERAGE-NET-ASSETS> 284,328
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .31
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Limited Maturity Bond Portfolio Annual Report and is
qualified in its entirety by reference to such document.
</LEGEND>
<CIK> 0000908473
<NAME> INCOME MANAGERS TRUST
<SERIES>
<NUMBER> 06
<NAME> NEUBERGER&BERMAN LIMITED MATURITY BOND PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 274,509
<INVESTMENTS-AT-VALUE> 274,317
<RECEIVABLES> 3,771
<ASSETS-OTHER> 25
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 278,113
<PAYABLE-FOR-SECURITIES> 10,637
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 167
<TOTAL-LIABILITIES> 10,804
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 211,748
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 65,408
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (8,849)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> (998)
<NET-ASSETS> 267,309
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 20,377
<OTHER-INCOME> 0
<EXPENSES-NET> (991)
<NET-INVESTMENT-INCOME> 19,386
<REALIZED-GAINS-CURRENT> (992)
<APPREC-INCREASE-CURRENT> (1,726)
<NET-CHANGE-FROM-OPS> 16,668
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (52,337)
<ACCUMULATED-NII-PRIOR> 46,022
<ACCUMULATED-GAINS-PRIOR> (7,857)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 751
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 991
<AVERAGE-NET-ASSETS> 300,392
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .33
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Municipal Money Portfolio Annual Report and is qualified
in its entirety by reference to such document.
</LEGEND>
<CIK> 0000908473
<NAME> INCOME MANAGERS TRUST
<SERIES>
<NUMBER> 08
<NAME> NEUBERGER&BERMAN MUNICIPAL MONEY PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 131,675
<INVESTMENTS-AT-VALUE> 131,675
<RECEIVABLES> 1,052
<ASSETS-OTHER> 9
<OTHER-ITEMS-ASSETS> 66
<TOTAL-ASSETS> 132,802
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 79
<TOTAL-LIABILITIES> 79
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 116,945
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 15,796
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (18)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 132,723
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,723
<OTHER-INCOME> 0
<EXPENSES-NET> (584)
<NET-INVESTMENT-INCOME> 5,139
<REALIZED-GAINS-CURRENT> 2
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 5,141
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (28,371)
<ACCUMULATED-NII-PRIOR> 10,657
<ACCUMULATED-GAINS-PRIOR> (20)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 400
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 584
<AVERAGE-NET-ASSETS> 160,136
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .36
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Municipal Securities Portfolio Annual Report and is
qualified in its entirety by reference to such document.
</LEGEND>
<CIK> 0000908473
<NAME> INCOME MANAGERS TRUST
<SERIES>
<NUMBER> 09
<NAME> NEUBERGER&BERMAN MUNICIPAL SECURITIES PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 37,959
<INVESTMENTS-AT-VALUE> 38,460
<RECEIVABLES> 508
<ASSETS-OTHER> 4
<OTHER-ITEMS-ASSETS> 38
<TOTAL-ASSETS> 39,010
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 48
<TOTAL-LIABILITIES> 48
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 30,072
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 8,719
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (255)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 426
<NET-ASSETS> 38,962
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 2,054
<OTHER-INCOME> 0
<EXPENSES-NET> (194)
<NET-INVESTMENT-INCOME> 1,860
<REALIZED-GAINS-CURRENT> 227
<APPREC-INCREASE-CURRENT> (432)
<NET-CHANGE-FROM-OPS> 1,655
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (5,458)
<ACCUMULATED-NII-PRIOR> 6,859
<ACCUMULATED-GAINS-PRIOR> (482)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 104
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 194
<AVERAGE-NET-ASSETS> 41,436
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .47
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman New York Insured Intermediate Portfolio Annual Report
and is qualified in its entirety by reference to such document.
</LEGEND>
<CIK> 0000908473
<NAME> INCOME MANAGERS TRUST
<SERIES>
<NUMBER> 10
<NAME> NEUBERGER&BERMAN NEW YORK INSURED INTERMEDIATE PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 9,502
<INVESTMENTS-AT-VALUE> 9,510
<RECEIVABLES> 143
<ASSETS-OTHER> 8
<OTHER-ITEMS-ASSETS> 16
<TOTAL-ASSETS> 9,677
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 29
<TOTAL-LIABILITIES> 29
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 8,724
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 1,289
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (373)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8
<NET-ASSETS> 9,648
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 475
<OTHER-INCOME> 0
<EXPENSES-NET> (94)
<NET-INVESTMENT-INCOME> 381
<REALIZED-GAINS-CURRENT> (27)
<APPREC-INCREASE-CURRENT> (40)
<NET-CHANGE-FROM-OPS> 314
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (1,869)
<ACCUMULATED-NII-PRIOR> 908
<ACCUMULATED-GAINS-PRIOR> (346)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 25
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 94
<AVERAGE-NET-ASSETS> 10,153
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .93
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information extracted from the
Neuberger&Berman Ultra Short Bond Portfolio Annual Report and is qualified
in its entirety by reference to such document.
</LEGEND>
<CIK> 0000908473
<NAME> INCOME MANAGERS TRUST
<SERIES>
<NUMBER> 05
<NAME> NEUBERGER&BERMAN ULTRA SHORT BOND PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> OCT-31-1996
<INVESTMENTS-AT-COST> 94,783
<INVESTMENTS-AT-VALUE> 95,142
<RECEIVABLES> 970
<ASSETS-OTHER> 7
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 96,122
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 59
<TOTAL-LIABILITIES> 59
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 81,675
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 16,650
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2,621)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 359
<NET-ASSETS> 96,063
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 6,215
<OTHER-INCOME> 0
<EXPENSES-NET> (398)
<NET-INVESTMENT-INCOME> 5,817
<REALIZED-GAINS-CURRENT> (592)
<APPREC-INCREASE-CURRENT> 172
<NET-CHANGE-FROM-OPS> 5,397
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> (6,003)
<ACCUMULATED-NII-PRIOR> 10,833
<ACCUMULATED-GAINS-PRIOR> (2,029)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 252
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 398
<AVERAGE-NET-ASSETS> 100,852
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> .39
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
EX. 5(b)(iii)
SUBSTITUTION AGREEMENT
AGREEMENT, made this lst day of November, 1996, by and among
Neuberger&Berman Management Incorporated ("NBMI"), a New York corporation;
Neuberger&Berman, L.P. ("N&B L.P."), a New York limited partnership;
Neuberger&Berman, LLC, ("N&B LLC"), a Delaware limited liability company; and
Income Managers Trust, a New York common law trust (the "trust").
WHEREAS, the Trust is registered with the Securities and Exchange
Commission as an open-end management investment company under the Investment
Company Act of 1940, as amended ("Act"), and the Trust issues shares in several
different classes, each of which is known as a "Series": and
WHEREAS, NBMI serves as Investment Manager to the Trust pursuant to a
Management Agreement between the Trust and NBMI dated July 2, 1993; and
WHEREAS, NBMI entered into a Sub-Advisory Agreement with N&B L.P.,
dated July 2, 1993 (the "Sub-Advisory Agreement"), under which N&B L.P. serves
as the Sub-Adviser for the Series of the Trust; and
WHEREAS, N&B LLC was organized on September 10, 1996, to succeed to the
investment advisory business of N&B L.P.; and
WHEREAS, N&B L.P. wishes to substitute N&B LLC in place of N&B L.P., as
a party to the Sub-Advisory Agreement; and
WHEREAS, N&B L.P. has represented to NBMI that N&B LLC is under the
same management and control as N&B L.P., that the individuals responsible for
the day-to-day operations are identical for N&B LLC and for N&B L.P., that the
investment process and procedures are identical for N&B LLC and for N&B L.P.,
and that in the event of substitution as requested by N&B L.P. the persons
rendering portfolio management services for the Series would remain the same;
and
WHEREAS, N&B LLC has entered into a written agreement with N&B L.P.
whereby N&B LLC agrees to assume all liabilities of N&B L.P.; and
WHEREAS, under these circumstances, NBMI and the Trust agree to the
substitution of N&B LLC as a party to the Sub-Advisory Agreement in place of N&B
L.P.
NOW, THEREFORE, it is agreed as follows:
1. Substitution of Party. Effective as of the date first written above,
N&B LLC hereby assumes all of the interest, rights and responsibilities of N&B
L.P. under the Sub-Advisory Agreement.
<PAGE>
2. Performance of Duties. N&B LLC hereby assumes and agrees to perform
all of N&B L.P.'s duties and obligations under the Sub-Advisory Agreement and be
subject to all of the terms and conditions of said Agreement as if they applied
to N&B LLC. Nothing in this Substitution Agreement shall make N&B LLC
responsible for any claim or demand arising under the Sub-Advisory Agreement
from services rendered prior to the effective date of this Substitution
Agreement unless otherwise agreed by N&B LLC; and nothing in this Substitution
Agreement shall make N&B L.P. responsible for any claim or demand arising under
the Sub-Advisory Agreement from services rendered after the effective date of
this Substitution Agreement unless otherwise agreed by N&B L.P.
3. Representation of N&B LLC. N&B LLC represents and warrants that it
is registered as an investment adviser under the Investment Advisers Act of 1940
("Advisers Act"). N&B L.P. and N&B LLC each represent and warrant that they are
under the same control and management, and that substitution of N&B LLC as a
party to the Sub-Advisory Agreement in place of N&B L.P. shall not result in an
"assignment" of the Sub-Advisory Agreement as that term is defined in the Act or
the Advisers Act.
4. Consents. NBMI and the Trust hereby consent to this assumption by
N&B LLC of the interest, rights and responsibilities of N&B L.P. under the
Sub-Advisory Agreement and agree, subject to the terms and conditions of said
Agreement, to look solely to N&B LLC for the performance of the Sub-Adviser's
duties and obligations under said Agreement after the effective date described
above.
IN WITNESS WHEREOF, the parties hereto have caused this Substitution
Agreement to be executed by their duly authorized officers hereunto daily
attested as of the date and year first written above.
Neuberger&Berman Management Incorporated
By: /s/ Stanley Egener
-----------------------
President
Title
Income Managers Trust
By: /s/ Michael J. Weiner
-----------------------
Vice President
Title
Neuberger&Berman, L.P.
By: /s/ C. Carl Randolph
-----------------------
General Partner
Title
<PAGE>
Neuberger&Berman, LLC
By: /s/ Lawrence Zicklin
------------------------
Managing Principal
Title
EX. 8(c)
VIA FEDERAL EXPRESS
- -------------------
Sharon Baker Morin, Esq.
State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, Massachusetts 02171-2197
Dear Sharon:
Pursuant to section 17 of the custody contract between State Street
Bank and Trust Company ("State Street") and Income Managers Trust dated as of
July 2, 1993, we request that Neuberger & Berman New York Insured Intermediate
Portfolio ("NY Insured") be added as a Portfolio governed by that custody
contract. The addition of NY Insured is effective as of January 24, 1994. Please
indicate State Street's acceptance of this request by having a duly authorized
officer of State Street sign in the space indicated below.
Sincerely,
Income Managers Trust
/s/ STANLEY EGENER
-----------------------
Stanley Egener,
Chief Executive Officer
Accepted by State Street
Bank and Trust Company
/s/ RONALD E. LOGUE
- ------------------------
Name
EXECUTIVE VICE PRESIDENT
- ------------------------
Title
EX. 8(d)
STATE STREET BANK AND TRUST COMPANY
Custodian Fee Schedule
NEUBERGER AND BERMAN FUND COMPLEX
Equity Managers Trust:
- ---------------------
. Neuberger and Berman Focus Portfolio
. Neuberger and Berman Genesis Portfolio
. Neuberger and Berman Guardian Portfolio
. Neuberger and Berman Manhattan Portfolio
. Neuberger and Berman Partners Portfolio
. Neuberger and Berman Socially Responsive Portfolio
Income Managers Trust:
- ---------------------
. Neuberger and Berman Cash Reserves Portfolio
. Neuberger and Berman Government Money Portfolio
. Neuberger and Berman Limited Maturity Bond Portfolio
. Neuberger and Berman Municipal Money Portfolio
. Neuberger and Berman Municipal Securities Portfolio
. Neuberger and Berman New York Insured Intermediate Portfolio
. Neuberger and Berman Ultra Short Bond
Advisers Managers Trust:
- -----------------------
. AMT Balanced Investments
. AMT Government Income Investments
. AMT Growth Investments
. AMT International Investments
. AMT Limited Maturity Bond Investments
. AMT Liquid Asset Investments
. AMT Partners Investments
- --------------------------------------------------------------------------
I. ADMINISTRATION
- --------------------------------------------------------------------------
Custody, Portfolio and Fund Accounting Service: Maintain custody of
fund assets. Settle portfolio purchases and sales. Report buy and sell
fails. Determine and collect portfolio income. Make cash disbursements
and report cash transactions. Maintain investment ledgers, provide
selected portfolio transactions, position and income reports. Maintain
general ledger and capital stock accounts. Prepare daily trial balance.
Calculate net asset value daily. Provide selected general ledger
reports. Securities yield or market value quotations will be provided
to State Street by sources authorized by the funds.
The administration fee shown below is an annual charge, billed and
payable monthly, based on average monthly net assets.
<PAGE>
Neuberger & Berman Fund Complex
Custodian Fee Schedule
Page 2
ANNUAL FEES PER PORTFOLIO
Custody, Portfolio
Fund Net Assets and Fund Accounting
- --------------- -------------------
$0 - $ 20 million .075%
$20 - $100 million .037%
$100 - $200 million .028%
$200 - $500 million .014%
Over $500 million .013%
- --------------------------------------------------------------------------
II. GLOBAL CUSTODY
- --------------------------------------------------------------------------
These fees are divided into two categories: Transaction Charges and
Holdings Charges which are calculated based on the following country
groups:
A. Country Grouping
----------------
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Group A Group B Group C Group D Group E Group F
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
USA Austria Australia Denmark Indonesia Argentina
Canada Belgium Finland Malaysia Bangladesh
Euroclear Hong Kong France Philippines Brazil
Germany Netherlands Ireland Portugal Chile
Japan New Zealand Italy So. Korea China
Singapore Luxembourg Spain Columbia
Switzerland Mexico Sri Lanka Czech Republic
Norway Sweden Cyprus
Thailand Taiwan Greece
U.K. Hungary
India
Israel
Morocco
Pakistan
Peru
Poland
So. Africa
Turkey
Uruguay
Venezuela
</TABLE>
<PAGE>
Neuberger & Berman Fund Complex
Custodian Fee Schedule
Page 3
B. Transactions Charges
--------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Group A Group B Group C Group D Group E Group F
State Street Bank $25 $50 $60 $70 $150
Repos or Euros -
$7.00
DTC or Fed Book
Entry - $12.00
All Other - $25.00
C. Holdings Charges
----------------
Group A Group B Group C Group D Group E Group F
1.5 5.0 6.0 10.0 25.0 40.0
</TABLE>
- -----------------------------------------------------------------
III. Portfolio Trades - For Each Line Item Processed
- -----------------------------------------------------------------
State Street Bank Repos $ 7.00
DTC of Fed Book Entry $12.00
New York Physical Settlements $25.00
Maturity Collection (NY Physical Items Only) $ 8.00
All Other Trades $16.00
- -----------------------------------------------------------------
IV.Options
- -----------------------------------------------------------------
Option charge for each option written or
closing contract, per issue, per broker $25.00
Option expiration charge, per issue, per broker $15.00
Option exercised charge, per issue, per broker $15.00
- ------------------------------------------------------------------
V. Lending of Securities
- ------------------------------------------------------------------
Deliver loaned securities versus cash $20.00
collateral
Deliver loaned securities versus securities $30.00
collateral
Receive/deliver additional cash collateral $ 6.00
Substitutions of securities collateral $30.00
Deliver cash collateral versus receipt of $15.00
loaned securities
<PAGE>
Neuberger & Berman Fund Complex
Custodian Fee Schedule
Page 4
Deliver securities collateral versus receipt of $25.00
loaned securities
Loan administration - mark-to-market per day, $ 3.00
per loan
- ------------------------------------------------------------------
VI. Interest Rate Futures
- ------------------------------------------------------------------
Transactions - no security movement $ 8.00
- ------------------------------------------------------------------
VII. Pricing Service
- ------------------------------------------------------------------
Monthly Quote Charge (based on average number $ 6.00
of positions in portfolio)
- -----------------------------------------------------------------
VIII. Holdings Charge
- -----------------------------------------------------------------
For each issue maintained - monthly charge $ 5.00
- ------------------------------------------------------------------
IX. Principal Reduction Payments
- ------------------------------------------------------------------
Per Paydown $10.00
- ------------------------------------------------------------------
X. Dividend/Interest Collection Charges
- -----------------------------------------------------------------
For items held at the request of traders over $50.00
record date in street form
<PAGE>
Neuberger & Berman Fund Complex
Custodian Fee Schedule
Page 5
- ------------------------------------------------------------------
XI. Spoke Configuration
- ------------------------------------------------------------------
Annual fee of $10,000 per each series in each Spoke Entity.
Spoke Entities:
---------------
Neuberger and Berman Equity Funds (except N & B International Fund)
Neuberger and Berman Equity Trust Neuberger and Berman Income Funds
Neuberger and Berman Income Trust Neuberger and Berman Advisers
Management Trust Neuberger and Berman Equity Assets
- --------------------------------------------------------
XII. Special Services
- --------------------------------------------------------
Fees for activities of a non-recurring nature such as fund
consolidations or reorganizations, extraordinary security shipments and
the preparation of special reports will be subject to negotiation.
Yield calculation and other special items will be negotiated
separately.
- --------------------------------------------------------------------
XIII. Out-of-Pocket Expenses
- --------------------------------------------------------------------
A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of- pocket expenses include, but
are not limited to the following:
. Wire charges relative to custodian functions ($5.25 per
wire in and $5.00 out)
. Postage and Insurance
. Courier Service
. Duplicating
. Legal fees in jointly agreed upon situations
. Supplies related to fund records
. Rush transfer - $8.00 each
. Transfer fees
. Sub-custodian charges
. Price Waterhouse audit letter
. Federal Reserve fee for return check items over
$2,500 - $4.25
. GNMA Transfer - $15 each
<PAGE>
Neuberger & Berman Fund Complex
Custodian Fee Schedule
Page 6
- -------------------------------------------------------------------
XIV. Payment and Earnings Credit
- -------------------------------------------------------------------
The above fees will be charged against the fund's custodian checking
account five (5) days after the invoice is mailed to the fund's
offices, contingent on fund approval.
An earnings credit of 75% of the 90 Day T-Bill rate will be applied for
fund balances.
<TABLE>
<CAPTION>
NEUBERGER & BERMAN FUND COMPLEX STATE STREET BANK AND TRUST CO.
<S> <C>
By: /s/ Michael J. Weiner By: /s/ K. Griffin
------------------------------------ --------------------------
Title: Vice President Income Managers Trust Title: Vice President
------------------------------------ --------------------------
Date: 7-31-96 Date: July 31, 1996
------------------------------------ --------------------------
</TABLE>
EX. 9(a)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
INCOME MANAGERS TRUST
and
STATE STREET BANK AND TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
----
1. Terms of Appointment; Duties of the Bank................................1
2. Fees and Expenses.......................................................2
3. Representations and Warranties of the Bank..............................3
4. Representations and Warranties of the Fund..............................3
5. Data Access and Proprietary Information.................................4
6. Indemnification.........................................................5
7. Covenants of the Fund and the Bank......................................6
8. Termination of Agreement................................................7
9. Additional Portfolios...................................................7
10. Assignment..............................................................7
11. Amendment...............................................................8
12. Massachusetts Law to Apply..............................................8
13. Force Majeure...........................................................8
14. Consequential Damages...................................................8
15. Merger of Agreement.....................................................8
16. Limitations of Liability of the Trustees and Shareholders, Officers,
Employees and Agent.....................................................8
17. Counterparts............................................................9
18. Notices.................................................................9
i
<PAGE>
TRANSFER AGENCY AND SERVICE AGREEMENT
AGREEMENT made as of the 2nd day of July, 1993, by and between INCOME MANAGERS
TRUST, a New York common law trust, having its principal office and place of
business at 605 Third Avenue, New York, New York 10158 (the "Fund"), and STATE
STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its
principal office and place of business at 225 Franklin Street, Boston,
Massachusetts 02110 (the "Bank").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Fund intends to initially offer shares in seven series, Neuberger &
Berman Cash Reserves Portfolio, Neuberger & Berman Government Money Portfolio,
Neuberger & Berman Limited Maturity Bond Portfolio, Neuberger & Berman
Government Income Portfolio, Neuberger & Berman Ultra Short Bond Portfolio,
Neuberger & Berman Municipal Money Portfolio and Neuberger & Berman Municipal
Securities Portfolio (such series, together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance with
Article 9, being herein referred to as a "Portfolio", and collectively as the
"Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Bank as its
transfer agent, dividend disbursing agent, custodian of certain retirement plans
and agent in connection with certain other activities, and the Bank desires to
accept such appointment.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. TERMS OF APPOINTMENT; DUTIES OF THE BANK
-----------------------------------------
1.1 Subject to the terms and conditions set forth in this Agreement, the Fund,
on behalf of the Portfolios, hereby employs and appoints the Bank to act
as, and the Bank agrees to act as its transfer agent for each Portfolio's
beneficial interests ("Shares").
1.2 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund on behalf of each of the Portfolios, as
applicable and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the initial purchase of or
increase in, Shares, and promptly deliver payment and
appropriate documentation thereof to the Custodian of the Fund
authorized pursuant to the Declaration of Trust of the Fund
(the "Custodian");
<PAGE>
(ii) Pursuant to orders to increase Shares, record the appropriate
number of Shares in the name of the holder ("Shareholder") and
hold such Shares in the appropriate Shareholder account;
(iii) Receive for acceptance requests and directions to withdraw (in
whole or in part) Shares and deliver the appropriate
documentation thereof to the Custodian;
(iv) At the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any withdrawal, pay over or
cause to be paid over in the appropriate manner such monies as
instructed by the withdrawing Shareholder(s);
(v) Maintain records of account for and advise for each Portfolio
and its Shareholders as to the foregoing; and
(vi) Record the issuance of shares of each Portfolio and maintain
pursuant to SEC Rule 17Ad-10(e) a record of the total number of
shares of the Fund and each Portfolio which are authorized,
based upon data provided to it by the Fund, on behalf of each
Portfolio, and issued and outstanding. The Bank shall also
provide the Fund and each Portfolio on a regular basis with the
total number of shares which are authorized and issued and
outstanding and shall have no obligation, when recording the
issuance of shares, to monitor the issuance of such Shares or
to take cognizance of any laws relating to the issue or sale of
such Shares, which functions shall be the sole responsibility
of the Fund on behalf of each Portfolio.
(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall perform
the customary services of a transfer agent.
(c) Procedures as to who shall provide certain of these services in
Section 1 may be established from time to time by agreement between
the Fund on behalf of each Portfolio and the Bank per the attached
service responsibility schedule. The Bank may at times perform only a
portion of these services and the Fund or its agent may perform these
services on the Fund's behalf.
(d) The Bank shall provide additional services on behalf of the Fund
(i.e., escheatment services) which may be agreed upon in writing
between the Fund and the Bank.
2. FEES AND EXPENSES
-----------------
2.1 For the performance by the Bank pursuant to this Agreement, the Fund, on
behalf of each Portfolio agrees to pay the Bank an annual maintenance fee
for each Shareholder account as set out in the initial fee schedule
attached hereto. Such fees and out-of-pocket expenses and advances
identified under Section 2.2 below may be changed from time to time subject
to mutual written agreement between the Fund and the Bank.
2
<PAGE>
2.2 In addition to the fee paid under Section 2.1 above, the Fund, on behalf of
the applicable Portfolio, agrees to reimburse the Bank for out-of-pocket
expenses, including but not limited to confirmation production, postage,
forms, telephone, microfilm, microfiche, tabulating proxies, records
storage, or advances incurred by the Bank for the items set out in the fee
schedule attached hereto. In addition, any other expenses incurred by the
Bank at the request or with the consent of the Fund, will be reimbursed by
the Fund on behalf of the applicable Portfolio.
2.3 The Fund, on behalf of the applicable Portfolio, agrees to pay all fees and
reimbursable expenses within five days following the mailing of the
respective billing notice. Postage for mailing of dividends, proxies, Fund
reports and other mailings to all Shareholder accounts shall be advanced to
the Bank by the Fund at least seven (7) days prior to the mailing date of
such material.
3. REPRESENTATIONS AND WARRANTIES OF THE BANK
------------------------------------------
The Bank represents and warrants to the Fund that:
3.1 It is a trust company duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in the Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
------------------------------------------
The Fund represents and warrants to the Bank that:
4.1 It is a business trust duly organized and existing and in good standing
under the laws of New York.
4.2 It is empowered under applicable laws and by its Declaration of Trust and
By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by said Declaration of Trust and By-Laws
have been taken to authorize it to enter into and perform this Agreement.
4.4 It is an open-end management investment company registered under the
Investment Company Act of 1940, as amended.
3
<PAGE>
5. DATA ACCESS AND PROPRIETARY INFORMATION
------------------------------------------
5.1 The Fund acknowledges that the computer programs, screen formats, report
formats (except such screen formats and report formats as may be necessary
to respond to shareholder problems or inquiries), interactive design
techniques, and documentation manuals furnished to the Fund by the Bank as
part of the Fund's ability to access certain Fund-related data ("Customer
Data") maintained by the Bank on data bases under the control and ownership
of the Bank or other third party ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information (collectively,
"Proprietary Information") of substantial value to the Bank or other third
party. In no event shall Proprietary Information be deemed Customer Data.
The Fund agrees to treat all Proprietary Information as proprietary to the
Bank and further agrees that it shall not divulge any Proprietary
Information to any person or organization except as may be provided
hereunder. Without limiting the foregoing, the Fund agrees for itself and
its employees and agents:
(a) to access Customer Data solely from locations as may be designated in
writing by the Bank and solely in accordance with the Bank's
applicable user documentation;
(b) to refrain from copying or duplicating in any way the Proprietary
Information;
(c) to refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained,
to inform in a timely manner of such fact and dispose of such
information in accordance with the Bank's instructions;
(d) to honor all reasonable written requests made by the Bank to protect
at the Bank's expense the rights of the Bank in Proprietary
Information at common law, under federal copyright law and under other
federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 5. The obligations of this Section shall
survive any earlier termination of this Agreement.
5.2 If the Fund notifies the Bank that any of the Data Access Services do not
operate in material compliance with the most recently issued user
documentation for such services, the Bank shall endeavor in a timely manner
to correct such failure. Organizations from which the Bank may obtain
certain data included in the Data Access Services are solely responsible
for the contents of such data and the Fund agrees to make no claim against
the Bank arising out of the contents of such third-party data, including,
but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND ALL
COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH
ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE BANK EXPRESSLY DISCLAIMS
ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
4
<PAGE>
5.3 If the transactions available to the Fund include the ability to originate
electronic instructions to the Bank in order to (i) effect the transfer or
movement of cash or Shares or (ii) transmit Shareholder information or
other information (such transactions constituting a "COEFI"), then in such
event the Bank shall be entitled to rely on the validity and authenticity
of such instruction without undertaking any further inquiry as long as such
instruction is undertaken in conformity with security procedures
established by the Bank from time to time.
6. INDEMNIFICATION
---------------
6.1 The Bank shall not be responsible for, and the Fund shall on behalf of the
applicable Portfolio indemnify and hold the Bank harmless from and against,
any and all losses, damages, costs, charges, counsel fees, payments,
expenses and liability arising out of or attributable to:
(a) All actions of the Bank or its agents or subcontractors required to be
taken pursuant to this Agreement, provided that such actions are taken
in good faith and without negligence or willful misconduct.
(b) The Fund's lack of good faith, negligence or willful misconduct which
arise out of the breach of any representation or warranty of the Fund
hereunder.
(c) The reliance on or use by the Bank or its agents or subcontractors of
information, records, documents or services which (i) are received by
the Bank or its agents or subcontractors, and (ii) have been prepared,
maintained or performed by the Fund or any other person or firm on
behalf of the Fund including but not limited to any previous transfer
agent or registrar.
(d) The reasonable reliance on, or the carrying out by the Bank or its
agents or subcontractors of any instructions or requests of the Fund
on behalf of the applicable Portfolio.
(e) The offer or sale of Shares in violation of any requirement under the
federal securities laws or regulations or the securities laws or
regulations of any state that such Shares be registered in such state
or in violation of any stop order or other determination or ruling by
any federal agency or any state with respect to the offer or sale of
such Shares in such state.
6.2 The Bank shall indemnify and hold the Fund and each Portfolio thereof
harmless from and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability arising out of or attributed
to any action or failure or omission to act by the Bank as a result of the
Bank's lack of good faith, negligence or willful misconduct.
6.3 At any time the Bank may apply to any officer of the Fund for instructions,
and may consult with legal counsel with respect to any matter arising in
connection with the services to be performed by the Bank under this
Agreement, and the Bank and its agents or subcontractors shall not be
liable and shall be indemnified by the Fund on behalf of the applicable
Portfolio for any action taken or omitted by it in reasonable reliance upon
such instructions or upon the opinion of such counsel. The Bank, its agents
and subcontractors shall be protected and indemnified in acting upon any
paper or document furnished by or on behalf of the Fund, reasonably
believed to be genuine and to have been signed by the proper person or
persons, or upon any instruction, information, data, records or documents
provided the Bank or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means authorized by the Fund,
and shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Fund. The Bank,
its agents and subcontractors shall also be protected and indemnified in
recognizing stock certificates which are reasonably believed to bear the
proper manual or facsimile signatures of the officers of the Fund, and the
proper countersignature of any former transfer agent or former registrar,
or of a co-transfer agent or co-registrar.
5
<PAGE>
6.4 In order that the indemnification provisions contained in this Section 6
shall apply, upon the assertion of a claim for which either party may be
required to indemnify the other, the party seeking indemnification shall
promptly notify the Fund of such assertion, and shall keep the other party
advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with
the party seeking indemnification in the defense of such claim or to defend
against said claim in its own name or in the name of the other party. The
party seeking indemnification shall in no case confess any claim or make
any compromise in any case in which the other party may be required to
indemnify it except with the other party's prior written consent.
7. COVENANTS OF THE FUND AND THE BANK
----------------------------------
7.1 The Fund shall on behalf of each Portfolio promptly furnish to the Bank the
following:
(a) A certified copy of the resolution of the Trustees of the Fund
authorizing the appointment of the Bank and the execution and delivery
of this Agreement.
(b) A copy of the Declaration of the Trust and By-Laws of the Fund and all
amendments thereto.
7.2 The Bank hereby agrees to establish and maintain facilities and procedures
reasonably acceptable to the Fund for safekeeping of stock certificates,
check forms and facsimile signature imprinting devices, if any; and for the
preparation or use, and for keeping account of, such certificates, forms
and devices.
7.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the extent
required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the Bank
hereunder are the property of the Fund and will be preserved, maintained
and made available in accordance with such Section and Rules, and will be
surrendered promptly to the Fund on and in accordance with its request.
6
<PAGE>
7.4 The Bank and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this Agreement
shall remain confidential, and shall not be voluntarily disclosed to any
other person, except as may be required by law.
7.5 In case of any requests or demands for the inspection of the Shareholder
records of the Fund, the Bank will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. The Bank reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel
that it may be held liable for the failure to exhibit the Shareholder
records to such person.
7.6 Notwithstanding any other provisions of this Agreement, the parties agree
that the assets and liabilities of each Portfolio of the Fund are separate
and distinct from the assets and liabilities of each other Portfolio and
that no Portfolio shall be liable or shall be charged for any debt,
obligation or liability of any other Portfolio, whether arising under the
Agreement or otherwise.
8. TERMINATION OF AGREEMENT
------------------------
This Agreement may be terminated by either party upon one hundred (120)
days written notice to the other.
8.2 Should the Fund exercise its right to terminate, all out-of-pocket expenses
associated with the movement of records and material will be borne by the
Fund on behalf of the applicable Portfolio(s). Additionally, the Bank
reserves the right to charge for any other reasonable expenses associated
with such termination and/or a charge equivalent to the average of three
(3) months' fees.
9. ADDITIONAL PORTFOLIOS
---------------------
In the event that the Fund establishes one or more series of Shares in
addition to Neuberger & Berman Cash Reserves Portfolio, Neuberger & Berman
Government Money Portfolio, Neuberger & Berman Limited Maturity Bond
Portfolio, Neuberger & Berman Government Income Portfolio, Neuberger &
Berman Ultra Short Bond Portfolio, Neuberger & Berman Municipal Money
Portfolio and Neuberger & Berman Municipal Securities Portfolio with
respect to which it desires to have the Bank render services as transfer
agent under the terms hereof, it shall so notify the Bank in writing, and
if the Bank agrees in writing to provide such services, such series of
Shares shall become a Portfolio hereunder.
10. ASSIGNMENT
----------
10.1 Except as provided in Section 10.3 below, neither this Agreement nor any
rights or obligations hereunder may be assigned by either party without
the written consent of the other party.
7
<PAGE>
10.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
10.3 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly
registered as a transfer agent pursuant to Section 17A(c)(1) of the
Securities Exchange Act of 1934, as amended ("Section 17A(c)(1)"), (ii)
BFDS subsidiary duly registered as a transfer agent pursuant to Section
17A(c)(1) or (iii) a BFDS affiliate; provided, however, that the Bank
shall be as fully responsible to the Fund for the acts and omissions of
any subcontractor as it is for its own acts and omissions.
11. AMENDMENT
---------
This Agreement may be amended or modified by a written agreement executed
by both parties and authorized or approved by a resolution of the
Trustees of the Fund.
12. MASSACHUSETTS LAW TO APPLY
--------------------------
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the Commonwealth of
Massachusetts.
13. FORCE MAJEURE
-------------
In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other
causes reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to
perform or otherwise from such causes.
14. CONSEQUENTIAL DAMAGES
---------------------
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement.
15. MERGER OF AGREEMENT15. MERGER OF AGREEMENT
------------------------------------------
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
16. LIMITATIONS OF LIABILITY OF THE TRUSTEES AND SHAREHOLDERS, OFFICERS,
EMPLOYEES AND AGENT
-------------------------------------------------------------------------
The parties agree that neither the Shareholders, Trustees, officers,
employees nor any agent of the Fund shall be liable hereunder and that
the parties to this Agreement other than the Fund shall look solely to
the Fund property for the performance of this Agreement or payment of any
claim under this Agreement.
8
<PAGE>
17. COUNTERPARTS
------------
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed
to constitute one and the same instrument.
18. NOTICES
-------
All notices, requests, consents and other communications hereunder
(collectively "communications") shall be in writing and shall be
personally delivered or mailed, first class postage prepaid,
(a) if to the Fund, to
Income Managers Trust
605 Third Avenue
New York, N.Y. 10158
Attention: Michael J. Weiner
Vice President
(b) if to the Bank, to
Boston Financial Data Services, Inc.
Two Heritage Drive
North Quincy, MA 02171
Attention: Neuberger & Berman Fund Group
or such other address as either party shall have furnished to the other in
writing; PROVIDED that any communication may be sent by "tested" telex or any
other form of electronic transmission capable of producing a permanent record
and agreed upon by the parties in writing.
9
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
INCOME MANAGERS TRUST
BY: /s/ Michael J. Weiner
-----------------------
Michael J. Weiner
ATTEST:
/s/ Claudia A. Brandon
- ----------------------
Claudia A. Brandon
STATE STREET BANK AND TRUST COMPANY
BY: /S/ Ronald E. Logue
-------------------------
Ronald E. Logue
Executive Vice President
ATTEST:
/s/ James M. Duffy
- ------------------
James M. Duffy
10
<PAGE>
STATE STREET BANK & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES
Service Performed Responsibility
- ----------------- --------------
Bank Fund
---- ----
1. Receive orders for the purchase of X
Shares.
2. Hold Shares in Shareholders X
accounts.
3. Receive withdrawal requests. X
4. Pay over monies to withdrawing X
Shareholders.
5. Maintain records of account. X
6. Maintain and keep a current and X
accurate control book for each
issue of securities.
INCOME MANAGERS TRUST STATE STREET BANK AND TRUST
COMPANY
By: /s/ Michael J. Weiner By: /s/ Ronald E. Logue
--------------------- --------------------
Michael J. Weiner Ronald E. Logue
Attest: /s/ Claudia A. Brandon Attest: /s/ James M. Duffy
----------------------- ------------------
Claudia A. Brandon James M. Duffy
11
<PAGE>
FEE SCHEDULE
FOR
TRANSFER AGENCY AGREEMENT
BETWEEN
STATE STREET BANK AND TRUST COMPANY
AND
INCOME MANAGERS TRUST
In reference to Section 2 of the Transfer Agency Agreement, there shall be no
additional fees or out-of-pocket expenses charged to any Portfolio under this
Agreement. Any compensation to be provided to the Bank for the services provided
hereunder is set forth in the Custody Agreement between the Fund and the Bank
dated as of July 2, 1993.
Dated As Of July 2, 1993.
INCOME MANAGERS TRUST STATE STREET BANK AND
TRUST COMPANY
By: /s/ Michael J. Weiner By: /s/ Ronald E. Logue
-------------------------- -------------------
Michael J. Weiner Ronald E. Logue
Attest: /s/ Claudia A. Brandon Attest: /s/ James M. Duffy
----------------------- -------------------
Claudia A. Brandon James M. Duffy
EX. 9(b)
VIA FEDERAL EXPRESS
Sharon Baker Morin, Esq.
State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, Massachusetts 02171-2197
Dear Sharon:
Pursuant to section 9 of the transfer agency contract between State
Street Bank and Trust Company ("State Street") and Income Managers Trust dated
as of July 2, 1993, we request that Neuberger & Berman New York Insured
Intermediate Portfolio ("NY Insured") be added as a Portfolio governed by that
transfer agency contract. The addition of NY Insured is effective as of January
24, 1994. Please indicate State Street's acceptance of this request by having a
duly authorized officer of State Street sign in the space indicated below.
Sincerely,
/s/ MICHAEL J. WEINER
-----------------------
Name:
Title: VICE PRESIDENT
-----------------
Income Managers Trust
Accepted by State Street
Bank and Trust Company
/s/ RONALD E. LOGUE
- ---------------------------------
Name:
Title: EXECUTIVE VICE PRESIDENT
---------------------------
NYI.TA
