AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 2, 1998
FILE NO. 811-7824
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 6
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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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.
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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. 25 to the Registration Statement of Neuberger & Berman Income
Funds ("Income Funds") (1940 Act File No. 2-85229, EDGAR Accession No.
0000898432-97-98-000246), as filed with the Securities and Exchange Commission
on February 27, 1998 ("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 Limited Maturity Bond Fund, Neuberger & Berman Municipal
Money Fund, Neuberger & Berman High Yield Bond Fund, and Neuberger & Berman
Municipal Securities Trust, each of which invests in a master fund that is a
series of Income Managers Trust.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT.
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 six series: Neuberger&Berman
GOVERNMENT MONEY Portfolio, Neuberger&Berman CASH RESERVES Portfolio,
Neuberger&Berman LIMITED MATURITY Bond Portfolio, Neuberger&Berman HIGH YIELD
Bond Portfolio, Neuberger&Berman MUNICIPAL MONEY Portfolio, and Neuberger&Berman
MUNICIPAL SECURITIES 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; Neuberger & Berman NEW YORK
INSURED INTERMEDIATE Portfolio was dissolved in 1997 and Neuberger & Berman
ULTRA SHORT Bond Portfolio in 1998. 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
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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, 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," "Duration," and
"Appendix A--Ratings of Securities"). 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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Item 5(a) Management and Administration - Trustees and Officers
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Item 5(b) Management and Administration - Investment Manager,
Administrator, Distributor, and Sub-Adviser; Management and
Administration - Expenses; Directory
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Item 5(c) Management and Administration - Investment Manager,
Administrator, Distributor, and Sub-Adviser
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Item 5(d) Not applicable
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Item 5(e) Management and Administration - Transfer Agent and
Shareholder Servicing Arrangements; Directory
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Item 5(f) Management and Administration - Expenses
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Item 5(g) Management and Administration - Investment Manager,
Administrator, Distributor, and Sub-Adviser
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For investment management services, each Portfolio (except Neuberger &
Berman HIGH YIELD Bond 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 1997 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 0.30%
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Neuberger & Berman Cash Reserves Portfolio 0.29%
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Neuberger & Berman Limited Maturity Bond Portfolio 0.33%
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Neuberger & Berman Municipal Money Portfolio 0.38%
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Neuberger & Berman Municipal Securities Portfolio 0.51%
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Neuberger & Berman HIGH YIELD Bond Portfolio pays N&B Management a fee at
the annual rate of 0.38% of the first $500 million of that Portfolio's average
daily net assets, 0.355% of the next $500 million, 0.33% of the next $500
million, 0.305% of the next $500 million, and 0.28% of average daily net assets
in excess of $2 billion.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
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
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currently has six 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 17, 1998, Neuberger&Berman Income Funds ("Income Funds")
owns a majority interest in the Trust and each Portfolio thereof. However,
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 (except for purposes of
effecting a merger, consolidation, sale, lease or exchange of all or
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substantially all of the assets of the Trust or Portfolio or, with approval of
the Trustees, of an investor therein). However, 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 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 federal income tax. However, each investor in a Portfolio is
taxable on its share (as determined in accordance with the Trust's governing
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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.
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
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.
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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, except as set forth
under "Capital Stock and Other Securities" above.
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 or trading on the NYSE
is restricted or to the extent otherwise permitted by the 1940 Act.
ITEM 9. PENDING LEGAL PROCEEDINGS.
Not applicable.
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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, Limited Maturity Bond
Fund, Neuberger & Berman HIGH YIELD Bond Fund and the joint Statement of
Additional Information of Neuberger & Berman Municipal Money Fund and Neuberger
& Berman Municipal Securities Trust, (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-3
Investment Management and Other Services...................................B-4
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
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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 LIMITED MATURITY Bond Portfolio,
Neuberger & Berman HIGH YIELD Bond Portfolio, Neuberger & Berman MUNICIPAL MONEY
Portfolio and Neuberger & Berman MUNICIPAL SECURITIES 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" in the Spoke's Part B is 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), 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.
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TABLE OF COMPENSATION
FOR FISCAL YEAR ENDED 10/31/97
Aggregate Total Compensation from
Name and Position with THE Compensation Investment Companies in the
TRUST from the Neuberger & Berman Fund
TRUST Complex Paid to TRUSTEES
John Cannon $17,500 $34,500
Trustee (2 other investment companies)
Charles DeCarlo $4,000 $8,000
Trustee (2 other investment companies)
(retired 12/96)
Stanley Egener $ 0 $ 0
Chairman of the Board, Chief (9 other investment companies)
Executive Officer, and Trustee
Theodore P. Giuliano $ 0 $ 0
President and Trustee (2 other investment companies)
Barry Hirsch $15,250 $30,500
Trustee (2 other investment companies)
Robert A. Kavesh $18,000 $35,000
Trustee (2 other investment companies)
Harold R. Logan $4,000 $30,500
Trustee (2 other investment companies)
(retired 12/96)
William E. Rulon $15,250 $30,500
Trustee (2 other investment companies)
Candace L. Straight $16,250 31,500
Trustee (2 other investment companies)
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of February 17, 1998, 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 Limited Maturity
Bond Fund owned 85.47% of the value of the outstanding interests in Neuberger &
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Berman LIMITED MATURITY BOND Portfolio, (2) Neuberger & Berman Cash Reserves
owned 100% of the value of the outstanding interests in Neuberger & Berman CASH
RESERVES Portfolio, (3) Neuberger & Berman GOVERNMENT MONEY Fund owned 100% of
the value of the outstanding interests in Neuberger & Berman GOVERNMENT MONEY
Portfolio, (4) Neuberger & Berman Municipal Money Fund owned 100% of the value
of the outstanding interests in Neuberger & Berman MUNICIPAL MONEY Portfolio,
and (5) Neuberger & Berman Municipal Securities Trust owned 100% of the value of
the outstanding interests in Neuberger & Berman MUNICIPAL SECURITIES Portfolio.
As of February 17, 1998, Neuberger & Berman Limited Maturity Trust, a
series of Neuberger & Berman Income Trust ("Income Trust"), owned 14.53% of the
outstanding interests in Neuberger & Berman LIMITED MATURITY Bond Portfolio.
So long as a Fund owns more than 50% of the value of the outstanding
interests in its corresponding Portfolio, such Fund could theoretically require
that Portfolio to take certain actions without the approval of any other
registered investment company that invests in the Portfolio. However, the power
of a Fund to control such action generally will depend on the vote of the Fund's
shareholders.
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.
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.
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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 HIGH YIELD Bond Portfolio) to N&B Management under the
Management Agreement during the fiscal years ended October 31, 1997, 1996 and
1995 were:
PORTFOLIO 1997 1996 1995
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Neuberger & Berman GOVERNMENT MONEY $ 819,926 $ 710,819 $745,052
Portfolio
Neuberger & Berman CASH RESERVES Portfolio $1,506,419 $1,167,592 $852,207
Neuberger & Berman LIMITED MATURITY BOND $ 696,653 $ 750,980 $769,332
Portfolio
Neuberger & Berman MUNICIPAL MONEY $ 354,263 $ 400,339 $379,000
Portfolio
Neuberger & Berman MUNICIPAL SECURITIES $ 82,616 $ 103,591 $110,000
Portfolio
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
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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 have the
opportunity to vote on certain matters affecting the entire Trust (e.g.,
election of the Trustees and ratification of the selection of auditors) to the
extent required 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
present or represented at a meeting at which more than 50% of the outstanding
units of beneficial interest of the Portfolio present or are represented by
proxy 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
at a meeting, or by a written instrument signed by a majority of the Trustees
and consented to by at least two-thirds of the Portfolio's investors, or (2) by
the Trustees on written notice to the Portfolio's investors.
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
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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.
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
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<PAGE>
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 each Portfolio (except Neuberger & Berman
HIGH YIELD Bond Portfolio) for the fiscal year ended October 31, 1997, 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,
1997, File Nos. 2-85229 and 811-3802, EDGAR Accession No.
0000898432-97-000531 and 0000898432-97-000532.
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 five series of Income
Managers Trust: Neuberger & Berman Government Money Portfolio, Neuberger &
Berman Cash Reserves Portfolio, Neuberger & Berman Limited Maturity Bond
Portfolio, Neuberger & Berman Municipal Money Portfolio and Neuberger &
Berman Municipal Securities 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.
0000898432-97-000531 and 0000898432-97-000532.
(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. Filed Herewith.
(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.
21 to Registration Statement of Neuberger
& Berman Income Funds, File Nos. 2-85229
and 811-3802, Edgar Accession No.
0000898432-96-000117.
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<PAGE>
(ii) Schedule A - Series of Income Managers
Trust Currently Subject to the Management
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 25 to
Registration Statement of Neuberger &
Berman Income Funds, File Nos. 2-85229
and 811-3802, Edgar Accession No.
0000898432-98-000246.
(iii) Schedule B - Schedule of Compensation Under
the Management. Incorporated by Reference to
Post-Effective Amendment No. 25 to
Registration Statement of Neuberger & Berman
Income Funds, File Nos. 2-85229 and
811-3802, Edgar Accession No.
0000898432-98-000246.
(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.
25 to Registration Statement of Neuberger
& Berman Income Funds, File Nos. 2-85229
and 811-3802, Edgar Accession No.
0000898432-98-000246.
(iii) Substitution Agreement among Neuberger &
Berman Management Incorporated, Income
Managers Trust, Neuberger & Berman, L.P.
and Neuberger & Berman, LLC.
Incorporated by reference to
Post-Effective Amendment No. 5 to
Registrant's Registration Statement, File
No. 811-7824, Edgar Accession No.
0000898432-97-000183.
(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) Agreement between Income Managers Trust and State
Street Bank and Trust Company Adding Neuberger &
Berman High Yield Bond Portfolio as a Portfolio
Governed by the Custodian Contract. Filed
herewith.
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<PAGE>
(c) Schedule of Compensation under the Custodian
Contract. Incorporated by Reference to
Post-Effective Amendment No. 5 to Registrant's
Registration Statement, File Nos. 811-7824, Edgar
Accession No. 0000898432-97-000183.
(9) (a) Transfer Agency and Service Agreement Between
Income Managers Trust and State Street Bank and
Trust Company. Incorporated by reference to
Post-Effective Amendment No. 5 to Registration
Statement, File No. 811-7824, EDGAR Accession No.
0000898432-97-000183.
(b) Agreement Between Income Managers Trust and State
Street Bank and Trust Company Adding Neuberger &
Berman High Yield Bond 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: 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 26, 1997.
Number of
Title of Class Record Holders
-------------- --------------
Neuberger & Berman Government Money Portfolio 3
Neuberger & Berman Cash Reserves Portfolio 3
Neuberger & Berman Limited Maturity Bond Portfolio 4
Neuberger & Berman Municipal Money Portfolio 3
Neuberger & Berman Municipal Securities Portfolio 3
C-3
<PAGE>
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
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<PAGE>
and severally liable with every other holder of an interest in that series (with
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
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<PAGE>
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 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. 25 to the Registration
Statement on Form N-1A of Neuberger & Berman Income Funds (1940 Act File No.
811-3802) as filed with the Securities and Exchange Commission on March 2, 1998.
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. 6 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 27th day of
February, 1998.
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 ____
Managers Trust. Filed Herwith .
(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 N.A.
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. 25 to
Registration Statement for
Neuberger & Berman Income Funds,
File Nos. 2-85229 and 811-3802,
Edgar Accession No.
0000898432-98-000246.
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<PAGE>
(iii) Schedule B - Schedule of N.A
Compensation Under the Management
Agreement. Incorporated by
Reference to Post-Effective
Amendment No. 25 to Registration
Statement for Neuberger & Berman
Income Funds, File Nos. 2-85229 and
811-3802, Edgar Accession No.
0000898432-98-000246.
(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. 25 to
Registration Statement for
Neuberger & Berman Income Funds,
File Nos. 2-85229 and 811-3802,
Edgar Accession No.
0000898432-98-000246.
(iii) Substitution Agreement among N.A.
Neuberger & Berman Management
Incorporated, Income Managers
Trust, Neuberger & Berman, L.P. and
Neuberger & Berman, LLC.
Incorporated by reference to
Post-Effective Amendment No. 5 to
Registrant's Registration
Statement, File No. 811-7824, EDGAR
Accession No. 0000898432-97-000183.
(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.
811-7824, Edgar Accession No.
0000898432-96-000134.
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<PAGE>
(b) Agreement between Income Managers Trust
and State Street Bank and Trust Company
Adding Neuberger & Berman High Yield Bond
Portfolio as a Portfolio Governed by the
Custodian Contract. Filed herewith. _____
(d) Schedule of Compensation under the N.A.
Custodian Contract. Incorporated by
Reference to Post-Effective Amendment No.
5 to Registrant's Registration Statement,
File No. 811-7824, Edgar Accession No.
0000898432-97-000183.
(9) (a) Transfer Agency and Service N.A.
Agreement Between Income Managers
Trust and State Street Bank and
Trust Company. Incorporated by
reference to Post-Effective
Amendment No. 5 to Registrant's
Registration Statement, File No.
811-7824, EDGAR Accession No.
0000898432-97-000183.
(b) Agreement Between Income Managers _____
Trust and State Street Bank and
Trust Company Adding Neuberger &
Berman High Yield Bond 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.
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.
C-10
<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>
<SERIES>
<NUMBER> 01
<NAME> NEUBERGER&BERMAN GOVERNMENT MONEY PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 305,050
<INVESTMENTS-AT-VALUE> 305,050
<RECEIVABLES> 2,996
<ASSETS-OTHER> 13
<OTHER-ITEMS-ASSETS> 3
<TOTAL-ASSETS> 308,062
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 118
<TOTAL-LIABILITIES> 118
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 251,380
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 56,566
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 307,944
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 17,370
<OTHER-INCOME> 0
<EXPENSES-NET> (1,002)
<NET-INVESTMENT-INCOME> 16,368
<REALIZED-GAINS-CURRENT> (3)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 16,365
<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> (54,538)
<ACCUMULATED-NII-PRIOR> 40,198
<ACCUMULATED-GAINS-PRIOR> 1
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 820
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,002
<AVERAGE-NET-ASSETS> 327,970
<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 Cash Reserves Portfolio Annual Report and is qualified
in its entirety by reference to such document.
</LEGEND>
<SERIES>
<NUMBER> 04
<NAME> NEUBERGER&BERMAN CASH RESERVES PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 662,805
<INVESTMENTS-AT-VALUE> 662,805
<RECEIVABLES> 3,142
<ASSETS-OTHER> 17
<OTHER-ITEMS-ASSETS> 6
<TOTAL-ASSETS> 665,970
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 206
<TOTAL-LIABILITIES> 206
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 576,558
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 89,213
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (7)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 665,764
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 34,546
<OTHER-INCOME> 0
<EXPENSES-NET> (1,771)
<NET-INVESTMENT-INCOME> 32,775
<REALIZED-GAINS-CURRENT> (7)
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 32,768
<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> 181,789
<ACCUMULATED-NII-PRIOR> 56,438
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,506
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,771
<AVERAGE-NET-ASSETS> 613,964
<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> .29
<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>
<SERIES>
<NUMBER> 06
<NAME> NEUBERGER&BERMAN LIMITED MATURITY BOND PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 301,455
<INVESTMENTS-AT-VALUE> 303,088
<RECEIVABLES> 4,111
<ASSETS-OTHER> 10
<OTHER-ITEMS-ASSETS> 1
<TOTAL-ASSETS> 307,210
<PAYABLE-FOR-SECURITIES> 14,112
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 132
<TOTAL-LIABILITIES> 14,244
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 217,469
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 84,068
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (9,839)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,268
<NET-ASSETS> 292,966
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 19,575
<OTHER-INCOME> 0
<EXPENSES-NET> (914)
<NET-INVESTMENT-INCOME> 18,661
<REALIZED-GAINS-CURRENT> (990)
<APPREC-INCREASE-CURRENT> 2,266
<NET-CHANGE-FROM-OPS> 19,937
<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> 25,657
<ACCUMULATED-NII-PRIOR> 65,407
<ACCUMULATED-GAINS-PRIOR> (8,849)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 697
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 914
<AVERAGE-NET-ASSETS> 278,661
<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>
<SERIES>
<NUMBER> 08
<NAME> NEUBERGER&BERMAN MUNICIPAL MONEY PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 155,141
<INVESTMENTS-AT-VALUE> 155,141
<RECEIVABLES> 1,362
<ASSETS-OTHER> 5
<OTHER-ITEMS-ASSETS> 62
<TOTAL-ASSETS> 156,570
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 83
<TOTAL-LIABILITIES> 83
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 136,024
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 20,481
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (18)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 156,487
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 5,213
<OTHER-INCOME> 0
<EXPENSES-NET> (528)
<NET-INVESTMENT-INCOME> 4,685
<REALIZED-GAINS-CURRENT> 0
<APPREC-INCREASE-CURRENT> 0
<NET-CHANGE-FROM-OPS> 4,685
<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> 23,764
<ACCUMULATED-NII-PRIOR> 15,796
<ACCUMULATED-GAINS-PRIOR> (18)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 354
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 528
<AVERAGE-NET-ASSETS> 141,705
<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> .37
<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>
<SERIES>
<NUMBER> 09
<NAME> NEUBERGER&BERMAN MUNICIPAL SECURITIES PORTFOLIO
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-END> OCT-31-1997
<INVESTMENTS-AT-COST> 30,390
<INVESTMENTS-AT-VALUE> 31,278
<RECEIVABLES> 414
<ASSETS-OTHER> 2
<OTHER-ITEMS-ASSETS> 53
<TOTAL-ASSETS> 31,747
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 35
<TOTAL-LIABILITIES> 35
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 20,683
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 10,186
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (45)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 888
<NET-ASSETS> 31,712
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 1,633
<OTHER-INCOME> 0
<EXPENSES-NET> (166)
<NET-INVESTMENT-INCOME> 1,467
<REALIZED-GAINS-CURRENT> 210
<APPREC-INCREASE-CURRENT> 462
<NET-CHANGE-FROM-OPS> 2,139
<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> (7,250)
<ACCUMULATED-NII-PRIOR> 8,719
<ACCUMULATED-GAINS-PRIOR> (255)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 83
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 166
<AVERAGE-NET-ASSETS> 33,046
<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> .50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
EXHIBIT 1(b)
INCOME MANAGERS TRUST
SCHEDULE A
INITIAL SERIES
--------------
Neuberger & Berman Cash Reserves Portfolio
Neuberger & Berman Government Money Portfolio
Neuberger & Berman Limited Maturity Bond Portfolio
Neuberger & Berman Municipal Money Portfolio
Neuberger & Berman Municipal Securities Portfolio
ADDITIONAL SERIES
-----------------
Neuberger & Berman High Yield Bond Portfolio
Dated: March 2, 1998
EXHIBIT 8(b) & 9(b)
State Street Bank and Trust Company
1776 Heritage Drive
North Quincy, MA 02171
RE: INCOME MANAGER TRUST (THE "FUND")
Gentlemen:
This is to advise you that the Fund has established a new series of shares to be
known as Neuberger & Berman High Yield Bond Portfolio. This is also to advise
you that Neuberger & Berman New York Insured Portfolio has been dissolved
effective October 24, 1997, and that Neuberger & Berman Ultra Short Bond
Portfolio will be merged into Neuberger & Berman Limited Maturity Bond Portfolio
as of the close of business on February 27, 1998. In accordance with the
Additional Funds provision of Section 17 of the Custodian Contract dated 7/2/93
and Section 9 of the Transfer Agency and Services Agreement dated 7/2/93,
between the Fund and State Street Bank and Trust Company, the Fund hereby
requests that you act as a Custodian and Transfer Agent for the new series under
the terms of the respective contracts and that all series subject to these
agreements be set forth in a Schedule A to both contracts. New Schedule As are
attached hereto.
Please indicate your acceptance of the foregoing by executing two copies of this
Letter Agreement returning one to the Fund and retaining one copy for your
records.
By: /s/ Michael J. Weiner
---------------------------
Michael J. Weiner
Vice President
Income Managers Trust
Agreed to as of this 3rd day of February, 1998.
State Street Bank and Trust Company
By: /s/ Ronald E. Logue
---------------------------
Title: Executive Vice President
------------------------
