AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 29, 2000
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. 8
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INCOME MANAGERS TRUST
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(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
Peter E. Sundman, 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)
<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, 2, 3, 5 and 9 have been omitted pursuant to
paragraph B(2)(b) 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. 30 to the Registration Statement of Neuberger Berman Income Funds
("Income Funds") (1940 Act File No. 2-85229), as filed with the Securities and
Exchange Commission ("SEC") on February 28, 2000 ("Spoke Registration
Statement") and Post-Effective No. 29 to the Income Funds Registration Statement
(1940 Act File No. 2-85229), as filed with the SEC on February 15, 2000
("Institutional Cash 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. Part A of the
Institutional Cash Registration Statement ("Institutional Cash's Part A")
includes the prospectus of Neuberger Berman INSTITUTIONAL CASH Fund. Each series
of Income Funds invests in a master fund that is a series of Income Managers
Trust.
ITEM 4. INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES AND RELATED
RISKS.
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Neuberger Berman GOVERNMENT MONEY Portfolio, Neuberger Berman CASH
RESERVES Portfolio, Neuberger Berman LIMITED MATURITY BOND Portfolio, Neuberger
Berman MUNICIPAL MONEY Portfolio, Neuberger Berman HIGH YIELD BOND Portfolio,
Neuberger Berman MUNICIPAL SECURITIES Portfolio, and Neuberger Berman
INSTITUTIONAL MONEY MARKET Portfolio (each a "Portfolio") are each a series of
Income Managers Trust ("Trust"), a diversified, no-load, open-end management
investment company. Information on each Portfolio's investment objective, how
each Portfolio intends to achieve its investment objectives, the kinds of
securities in which each Portfolio principally invests, other investment
practices of each Portfolio, and risk factors associated with investments in
each Portfolio is incorporated herein by reference from the section(s) entitled
"Goal & Strategy," "Main Risks" and the sidebar "Other Risks" in the Spoke's
Part A at pages 3-4 (Neuberger Berman CASH RESERVES Portfolio), pages 9-10
(Neuberger Berman GOVERNMENT MONEY Portfolio), pages 15-16 (Neuberger Berman
HIGH YIELD BOND Portfolio), pages 21-22 (Neuberger Berman LIMITED MATURITY BOND
Portfolio), pages 27-28 (Neuberger Berman MUNICIPAL MONEY Portfolio), and pages
33-34 (Neuberger Berman MUNICIPAL SECURITIES Portfolio), and in Institutional
Cash's Part A on pages 3-4 (Neuberger Berman INSTITUTIONAL MONEY MARKET
Portfolio), and the "Conversion to the Euro" sidebar in the Spoke's Part A at
page 45. Additional investment techniques, features, and limitations concerning
each Portfolio's investment program are described in Part B of this Registration
Statement.
A-1
<PAGE>
ITEM 6. MANAGEMENT, ORGANIZATION AND CAPITAL STRUCTURE.
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Neuberger Berman Management Inc. ("NB Management") serves as the
investment manager and Neuberger Berman, LLC serves as the sub-adviser of each
Portfolio.
The following list identifies the specific sections and subsections of the
Spoke's and Institutional Cash's Part A under which the information required by
Item 6 of Form N-1A may be found; each listed section is incorporated herein by
reference.
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Item 6(a)(1) SPOKE'S PART A: Page 1, "Fund Management" sidebar; "Investor
Expenses: Management" sidebar (pages 6, 12, 18, 24, 30, and 36);
Back Cover Page: Obtaining Information
INSTITUTIONAL CASH'S PART A: Page 1, "Fund Management" sidebar;
Page 5, "Investor Expenses: Management" sidebar; Back Cover
Page: Obtaining Information
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Item 6(a)(2) SPOKE'S PART A: Investor Expenses: Management sidebar (pages 6,
12, 18, 24, 30, and 36)
INSTITUTIONAL CASH'S PART A: Page 5, Investor Expenses:
Management sidebar
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Item 6(a)(3) Not applicable.
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Each investor in a Portfolio will be liable for all obligations of that
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.
Investments in a Portfolio may not be transferred (except for purposes of
effecting a merger, consolidation, or sale, lease, or exchange of all or
substantially all of the assets of the Trust or a 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").
A-2
<PAGE>
ITEM 7. SHAREHOLDER INFORMATION.
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Information on the time and method of valuation of each Portfolio's assets
is incorporated herein by reference from the section entitled "Your Investment:
Share Prices" and the sidebar `Share Price Calculations' in the Spoke's and
Institutional Cash's Part A at page 38 and page 6, respectively.
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
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.
There is no minimum initial or subsequent investment in a Portfolio.
However, because each Portfolio intends at all times to be as fully invested as
is reasonably practicable, investments in a 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.
At the 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 a 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 a Portfolio as of the Valuation Time on the following
Business Day.
A Portfolio's net income consists of (1) all dividends, accrued interest
(including earned discount, both original issue and market discount), 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. Each 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 that 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 that Portfolio.
Under the current method of each Portfolio's operations, each Portfolio is
not subject to any U.S. federal income tax. However, each domestic 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
A-3
<PAGE>
("Code"), and the regulations promulgated thereunder) of the Portfolio's
ordinary income and capital gain. NB Management intends to continue to manage
each Portfolio's assets and income in such a way that an investor in each
Portfolio will be able to satisfy the requirements of Subchapter M of the Code,
assuming that the investor invests all of its assets in a Portfolio. See Part B
for a discussion of the foregoing tax matters and certain other matters.
An investor in a 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.
The Portfolios reserve the right to pay withdrawals in kind. Unless
requested by an investor or deemed by NB Management to be in the best interests
of investors in a Portfolio as a group, 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 the Portfolios may not be transferred, except as set forth
under "Management, Organization and Capital Structure" 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 8. DISTRIBUTION ARRANGEMENTS.
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All investments in the Portfolios are made without a sales load, at the
NAV next determined after an order is received by the Portfolio. The Portfolios
have no Rule 12b-1 plan.
Information regarding the main features of the "Master/Feeder" fund
structure is incorporated herein by reference from the section entitled
"Maintaining Your Account - Fund Structure" in the Spoke's and Institutional
Cash's Part A at page 44 and page 12, respectively. .
A-4
<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 LIMITED MATURITY
BOND Fund, and Neuberger Berman HIGH YIELD Bond Fund ("Income Funds Part B") and
the joint Statement of Additional Information of Neuberger Berman MUNICIPAL
MONEY Fund and Neuberger Berman MUNICIPAL SECURITIES Trust ("Municipal Funds
Part B"). Part B of the Institutional Cash Registration Statement includes the
Statement of Additional Information of Neuberger Berman INSTITUTIONAL CASH Fund
("Institutional Cash Part B").
ITEM 10. COVER PAGE AND TABLE OF CONTENTS.
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Information regarding Income Managers Trust ("Trust"), as included in the
SAI, is incorporated herein by reference to the Front Cover Page in the Income
Funds Part B, Municipal Funds Part B and Institutional Cash Part B, each at
pages 1-2.
TABLE OF CONTENTS PAGE
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FUND HISTORY.................................................................1
DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS........................2
MANAGEMENT OF THE TRUST......................................................2
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES..........................3
INVESTMENT MANAGEMENT AND OTHER SERVICES.....................................4
BROKERAGE ALLOCATION AND OTHER PRACTICES.....................................5
CAPITAL STOCK AND OTHER SECURITIES...........................................5
PURCHASE, REDEMPTION AND PRICING OF SECURITIES...............................6
TAX STATUS...................................................................7
UNDERWRITERS.................................................................7
CALCULATION OF PERFORMANCE DATA..............................................7
FINANCIAL STATEMENTS.........................................................7
ITEM 12. FUND HISTORY.
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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,
Neuberger Berman MUNICIPAL SECURITIES Portfolio, and Neuberger Berman
INSTITUTIONAL MONEY MARKET Portfolio (each a "Portfolio") are each a series of
<PAGE>
the Trust, which 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.
The Trust added the words "Neuberger & Berman" to the name of each
Portfolio (except Neuberger Berman INSTITUTIONAL MONEY MARKET Portfolio) on
November 17, 1995. Prior to November 9, 1998, the term "Neuberger Berman" in
each Portfolio's name was "Neuberger & Berman."
ITEM 12. DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS.
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The Trust is a diversified, no-load, open-end management investment
company. Part A contains some basic information about the principal investment
strategies and risks of the Portfolios. This section supplements the discussion
in Part A of the investment strategies and risks of the Portfolios.
Further information on each Portfolio's investment strategies and risks
and fundamental and non-fundamental policies and/or investment limitations,
temporary defensive positions and portfolio turnover, as well as other
information on each Portfolio's investment program, is incorporated herein by
reference from the section entitled "Investment Information" in the Income Funds
Part B, Municipal Funds Part B and Institutional Cash Part B, respectively (in
particular, the introduction thereto and the subsections entitled "Investment
Policies and Limitations" at pages 1-6, pages 1-4 and pages 1-3, respectively;
"Temporary Defensive Position" at page 6, page 5 and page 4, respectively; and
"Investment Insight" at pages 8-11, pages 5-6 and page 4, respectively).
"Additional Investment Information" at pages 9-35, pages 14-21 and pages 4-14,
"Certain Risk Considerations" at page 35, pages 22-23 and page 14, and
"Portfolio Transactions Portfolio Turnover" at pages 61-62, pages 49-50 and page
32 in the Income Funds Part B, the Municipal Funds Part B, and Institutional
Cash Part B, respectively, are also incorporated herein by reference.
"Investment in Taxable Securities" at pages 10-14 in the Municipal Funds Part B
is also incorporated herein by reference.
ITEM 13. MANAGEMENT OF THE TRUST.
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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 Income Funds Part B at pages 40-44.
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 10/31/99
------------------------------
Aggregate Total Compensation from
Compensation Investment Companies in the
Name and Position With the From the Neuberger Berman Fund Complex
Trust Trust Paid to Trustees
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John Cannon $26,750 $52,000
Trustee (2 other investment companies)
Stanley Egener* $0 $0
Chairman of the Board, Chief (10 other investment
Executive Officer, and Trustee companies)
Theodore P. Giuliano $0 $0
President and Trustee (2 other investment companies)
Barry Hirsch $24,625 $49,250
Trustee (2 other investment companies)
Robert A. Kavesh $26,375 $51,250
Trustee (2 other investment companies)
William E. Rulon $23,875 $47,750
Trustee (2 other investment companies)
Candace L. Straight $26,875 $51,500
Trustee (2 other investment companies)
* Mr. Egener retired from these positions on December 16, 1999.
ITEM 14. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
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As of February 24, 2000, 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 84.20% of the value of the outstanding interests in Neuberger
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 High Yield Bond Fund owned 100% of the value of
the outstanding interests in Neuberger Berman HIGH YIELD BOND 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 Municipal Money Fund owned 100% of the value of the outstanding
interests in Neuberger Berman MUNICIPAL MONEY Portfolio, and (6) Neuberger
Berman Municipal Securities Trust owned 100% of the value of the outstanding
interests in Neuberger Berman MUNICIPAL SECURITIES Portfolio.
As of February 24, 2000, Neuberger Berman Limited Maturity Bond Trust, a
series of Neuberger Berman Income Trust ("Income Trust"), owned 15.80% of the
outstanding interests in Neuberger Berman LIMITED MATURITY BOND Portfolio.
B-3
<PAGE>
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. Income
Funds and Income Trust are business trusts organized under the laws of Delaware.
The address of each of the above-described control persons is 605 Third
Avenue, 2nd Floor, New York, New York 10158-0180.
ITEM 15. INVESTMENT MANAGEMENT AND OTHER SERVICES.
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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 Administration Services" at pages
44-50, pages 32-38 and pages 21-26, "Trustees and Officers" at pages 40-44,
pages 28-32 and pages 17-20, "Custodian and Transfer Agent" at page 65, page 53
and page 35, "Independent Auditors" at page 65, page 53 and page 35, and "Legal
Counsel" at page 65, page 53 and page 35 in the Income Funds Part B, Municipal
Funds Part B and Institutional Cash Part B, respectively. The following list
identifies the specific sections and subsections in the Income Funds Part B,
Municipal Funds Part B and Institutional Cash Part B under which the information
required by Item 15 of Form N-1A may be found; each listed section is
incorporated herein by reference.
FORM N-1A INCORPORATED BY REFERENCE FROM THE FOLLOWING
ITEM NO. SECTION OF SPOKE'S AND INSTITUTIONAL CASH'S PART B
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Item 15(a) Investment Management and Administration Services;
Investment Manager and Administrator; Sub-Adviser;
Management and Control of NB Management; Trustees and
Officers
Item 15(b) Not applicable
Item 15(c) Not applicable
Item 15(d) Not applicable
Item 15(e) Not applicable
Item 15(f) Not applicable
B-4
<PAGE>
Item 15(g) Not applicable
Item 15(h) Investment Management and Administration Services;
Custodian and Transfer Agent; Independent Auditors
For the fiscal years ended October 31, 1997, 1998 and 1999, the total
dollar amounts that LIMITED MATURITY BOND Portfolio paid to its investment
adviser under its investment advisory contract were $696,653, $833,327, and
$792,120, respectively.
The Trust's placement agent is NB Management. Its principal business
address is 605 Third Avenue, New York, NY 10158-0180. NB Management receives no
compensation for serving as the Trust's placement agent.
ITEM 16. BROKERAGE ALLOCATION AND OTHER PRACTICES.
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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" at pages 61-62, pages 49-50 and page 32 in the
Income Funds Part B, Municipal Funds Part B and Institutional Cash Part B,
respectively.
ITEM 17. CAPITAL STOCK AND OTHER SECURITIES.
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The Trust issues shares of beneficial interest. Investments in the
Portfolios 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 a specified number of investors.
Each investor in a Portfolio is entitled to vote in proportion to the
amount of its investment therein. Investors in a Portfolio and other series of
the Trust 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 series of the Trust 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 a Portfolio).
B-5
<PAGE>
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 are present or 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 in the Portfolio. The Declaration of Trust 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 amount
as 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 a
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 a Portfolio, the investors therein
would be entitled to share pro rata in its net assets available for distribution
to investors. See Part A, Item 6 for information about restrictions on
transferability of shares.
ITEM 18. PURCHASE, REDEMPTION AND PRICING 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 Item 7 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, Neuberger Berman MUNICIPAL MONEY
Portfolio, and Neuberger Berman INSTITUTIONAL MONEY MARKET Portfolio is
incorporated herein by reference from the section entitled "Valuation of
Portfolio Securities" at page 61, page 49 and pages 31-32 in the Income Funds
Part B, Municipal Funds Part B and Institutional Cash Part B, respectively.
B-6
<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 NB 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 19. TAX STATUS.
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Information on the taxation of the Portfolios is incorporated herein by
reference from the section entitled "Additional Tax Information - Taxation of
the Portfolio(s)" at pages 56-60, pages 45-48 and pages 29-31 in the Income
Funds Part B, Municipal Funds Part B and Institutional Cash Part B,
respectively, 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 20. UNDERWRITERS.
- ----------------------
NB 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 on a "best efforts" basis. NB Management receives no
compensation for such placement agent services. Beneficial interests in the
Portfolios are issued continuously.
ITEM 21. CALCULATION OF PERFORMANCE DATA.
- ------------------------------------------
Not applicable.
ITEM 22. FINANCIAL STATEMENTS.
- -------------------------------
Audited financial statements for each Portfolio for the fiscal year ended
October 31, 1999, 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, 1999, File Nos. 2-85229 and 811-3802 (Filed with the SEC on
December 29, 1999).
B-7
<PAGE>
Appendix A
RATINGS OF SECURITIES
A description of corporate bond and commercial paper ratings in
incorporated herein by reference to "Appendix A - Ratings of Securities" in the
Income Funds Part B, Municipal Funds Part B and Institutional Cash Part B.
<PAGE>
INCOME MANAGERS TRUST
PART C
OTHER INFORMATION
Responses to Item 23(e) and (i) - (k) have been omitted pursuant to
paragraph B(2)(b) of the General Instructions to Form N-1A.
Item 23. Exhibits.
- ------------------
Exhibit
Number Description
------- -----------
(a) (1) Declaration of Trust of Income Managers Trust.
Incorporated by Reference to Amendment No. 4 to
Registrant's Registration Statement, File No.
811-7824 (Filed February 29, 1996).
(2) Schedule A - Current Series of Income Managers
Trust. Filed Herewith.
(b) By-Laws of Income Managers Trust. Incorporated by
Reference to Amendment No. 4 to Registrant's
Registration Statement, File No. 811-7824 (Filed
February 29, 1996).
(c) (1) 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 (Filed February 29,
1996).
(2) 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 (Filed February 29, 1996).
(d) (1) (i) Management Agreement Between Income Managers
Trust and Neuberger Berman Management Inc.
Incorporated by Reference to Post-Effective
Amendment No. 21 to Registration Statement
of Neuberger Berman Income Funds, File Nos.
2-85229 and 811-3802 (Filed February 23,
1996).
(ii) Schedule A - Portfolios of Income Managers
Trust Currently Subject to the Management
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 30 to
Registration Statement of Neuberger Berman
Income Funds, File Nos. 2-85229 and 811-3802
(Filed February 28, 2000).
(iii) Schedule B - Schedule of Compensation under
the Management Agreement. Incorporated by
Reference to Post-Effective Amendment No. 30
to Registration Statement of Neuberger
Berman Income Funds, File Nos. 2-85229 and
811-3802 (Filed February 28, 2000).
<PAGE>
(2) (i) Sub-Advisory Agreement Between Neuberger
Berman Management Inc. 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 (Filed February 23,
1996).
(ii) Schedule A - Portfolios of Income Managers
Trust Currently Subject to the Sub-Advisory
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 30 to
Registration Statement of Neuberger Berman
Income Funds, File Nos. 2-85229 and 811-3802
(Filed February 28, 2000).
(iii) Substitution Agreement among Neuberger
Berman Management Inc., 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 (Filed February 28, 1997).
(e) Distribution Agreement. None.
(f) Bonus, Profit Sharing or Pension Plans. None.
(g) (1) 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 (Filed February 29, 1996).
(2) 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 (Filed
February 28, 1997).
(h) 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
(Filed February 28, 1997).
(i) Opinion and Consent of Kirkpatrick & Lockhart on
Securities Matters. None.
(j) Opinions, Appraisals, Rulings and Consents: None.
(k) Financial Statements Omitted from Prospectus. None.
(l) Letter of Investment Intent. None.
(m) Plan pursuant to Rule 12b-1. None.
(n) Plan pursuant to Rule 18f-3. None.
<PAGE>
Item 24. Persons Controlled By or Under Common Control with Registrant.
- -----------------------------------------------------------------------
No person is controlled by or under common control with the Registrant.
Item 25. 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
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
<PAGE>
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 Inc. ("NB Management") provides that neither NB Management nor
any director, officer or employee of NB Management performing services for the
series of the Registrant at the direction or request of NB Management in
connection with NB 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 NB Management against any liability to the Registrant or any series
thereof or its holders to which NB Management would otherwise be subject by
reason of willful misfeasance, bad faith, or gross negligence in the performance
of NB Management's duties, or by reason of NB Management's reckless disregard of
its obligations and duties under the agreement, or (ii) to protect any director,
officer or employee of NB 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 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 26. Business and Other Connections of Investment Manager and Sub-Adviser
- --------------------------------------------------------------------------------
There is set forth below information as to any other business, profession,
vocation or employment of a substantial nature in which each director or officer
of NB Management and each principal of Neuberger Berman 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.
<PAGE>
NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------
Philip Ambrosio Senior Vice President and Chief Financial
Senior Vice President Officer, Neuberger Berman Inc.
and Chief Financial
Officer, Neuberger Berman
Thomas J. Brophy Vice President and Portfolio Manager, Columbus
Vice President, Circle Investors.1
NB Management
Barbara DiGiorgio Assistant Treasurer, Neuberger Berman Advisers
Assistant Vice President, Management Trust; Assistant Treasurer, Advisers
NB Management Managers Trust; Assistant Treasurer, Neuberger
Berman Income Funds; Assistant Treasurer,
Neuberger Berman Income Trust; Assistant
Treasurer, Neuberger Berman Equity Funds;
Assistant Treasurer, Neuberger Berman Equity
Trust; Assistant Treasurer, Income Managers
Trust; Assistant Treasurer, Equity Managers
Trust; Assistant Treasurer, Global Managers
Trust; Assistant Treasurer, Neuberger Berman
Equity Assets; Assistant Treasurer, Neuberger
Berman Equity Series.
Robert S. Franklin Vice President, High Yield Fixed Income Analyst,
Vice President, Prudential Insurance Company.2
NB Management
Theodore P. Giuliano President and Trustee, Neuberger Berman Income
Vice President and Director, Funds; President and Trustee, Neuberger Berman
NB Management; Managing Income Trust; President and Trustee, Income
Director, Neuberger Berman Managers Trust.
Michael M. Kassen Executive Vice President, Chief Investment
Executive Vice President, Officer and Director, Neuberger Berman Inc.
Neuberger Berman
Kelly M. Landron Assistant Portfolio Manager/Analyst, Neuberger
Vice President, NB Berman.3
Management
Jeffrey B. Lane President, Chief Executive Officer and Director
President and Chief Executive of Neuberger Berman, Inc.
Officer, Neuberger Berman
Michael F. Malouf Portfolio Manager, Dresdner RCM Global
Vice President Investors.4
NB Management
- -------------------------
1 Until 1998.
2 Until 1998.
3 Until 1998.
4 Until 1998.
<PAGE>
NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------
Robert Matza Executive Vice President, Chief Administrative
Executive Vice President and Officer and Director, Neuberger Berman, Inc.
Chief Administrative Officer,
Neuberger Berman
S. Basu Mullick Portfolio Manager, Ark Asset Management.5
Vice President,
NB Management
C. Carl Randolph Secretary and General Counsel, Neuberger Berman,
Senior Vice President, General Inc. Assistant Secretary, Neuberger Berman
Counsel and Secretary, Advisers Management Trust; Assistant Secretary,
Neuberger Berman Advisers Managers Trust; Assistant Secretary,
Neuberger Berman Income Funds; Assistant
Secretary, Neuberger Berman Income Trust;
Assistant Secretary, Neuberger Berman Equity
Funds; Assistant Secretary, Neuberger Berman
Equity Trust; Assistant Secretary, Income
Managers Trust; Assistant Secretary, Equity
Managers Trust; Assistant Secretary, Global
Managers Trust; Assistant Secretary, Neuberger
Berman Equity Assets; Assistant Secretary,
Neuberger Berman Equity Series.
Richard Russell Treasurer, Neuberger Berman Advisers Management
Vice President, Trust; Treasurer, Advisers Managers Trust;
NB Management Treasurer, Neuberger Berman Income Funds;
Treasurer, Neuberger Berman Income Trust;
Treasurer, Neuberger Berman Equity Funds;
Treasurer, Neuberger Berman Equity Trust;
Treasurer, Income Managers Trust; Treasurer,
Equity Managers Trust; Treasurer, Global
Managers Trust; Treasurer, Neuberger Berman
Equity Assets; Treasurer, Neuberger Berman
Equity Series.
Heidi L. Schneider Executive Vice President and Director, Neuberger
Executive Vice President, Berman, Inc.
Neuberger Berman
Benjamin E. Segal Assistant Portfolio Manager, GT Global
Vice President, NB Investment Management.6
Management, Managing
Director, Neuberger Berman
- -------------------------
5 Until 1998.
6 Until 1998.
<PAGE>
NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------
Daniel J. Sullivan Vice President, Neuberger Berman Advisers
Senior Vice President, Management Trust; Vice President, Advisers
NB Management Managers Trust; Vice President, Neuberger Berman
Income Funds; Vice President, Neuberger Berman
Income Trust; Vice President, Neuberger Berman
Equity Funds; Vice President, Neuberger Berman
Equity Trust; Vice President, Income Managers
Trust; Vice President, Equity Managers Trust;
Vice President, Global Managers Trust; Vice
President, Neuberger Berman Equity Assets; Vice
President, Neuberger Berman Equity Series.
Peter E. Sundman Executive Vice President and Director, Neuberger
President, NB Management; Berman Inc.; President and Chief Executive
Executive Vice President, Officer, Income Managers Trust; President and
Neuberger Berman Chief Executive Officer, Neuberger Berman Income
Funds; President and Chief Executive Officer
Neuberger Berman Income Trust.
Catherine Waterworth Managing Director, TCW Group, Inc.7
Vice President,
NB Management
Michael J. Weiner Vice President, Neuberger Berman Advisers
Senior Vice President, Management Trust; Vice President, Advisers
NB Management; Senior Vice Managers Trust; Vice President, Neuberger Berman
President, Neuberger Berman Income Funds; Vice President, Neuberger Berman
Income Trust; Vice President, Neuberger Berman
Equity Funds; Vice President, Neuberger Berman
Equity Trust; Vice President, Income Managers
Trust; Vice President, Equity Managers Trust;
Vice President, Global Managers Trust; Vice
President, Neuberger Berman Equity Assets; Vice
President, Neuberger Berman Equity Series.
- -------------------------
7 Until 1998.
<PAGE>
NAME BUSINESS AND OTHER CONNECTIONS
- ---- ------------------------------
Allan R. White, III Portfolio Manager, Salomon Asset
Vice President, NB Management.8
Management; Managing
Director, Neuberger Berman
Celeste Wischerth, Assistant Treasurer, Neuberger Berman Advisers
NB Management Management Trust; Assistant Treasurer, Advisers
Managers Trust; Assistant Treasurer, Neuberger
Berman Income Funds; Assistant Treasurer,
Neuberger Berman Income Trust; Assistant
Treasurer, Neuberger Berman Equity Funds;
Assistant Treasurer, Neuberger Berman Equity
Trust; Assistant Treasurer, Income Managers
Trust; Assistant Treasurer, Equity Managers
Trust; Assistant Treasurer, Global Managers
Trust; Assistant Treasurer, Neuberger Berman
Equity Assets; Assistant Treasurer, Neuberger
Berman Equity Series.
The principal address of NB Management, Neuberger Berman, and of each of
the investment companies named above, is 605 Third Avenue, New York, New York
10158.
Item 27. Principal Underwriters
- --------------------------------
(a) NB Management, the principal underwriter distributing securities of
the Registrant, is also the principal underwriter and distributor for each of
the following investment companies:
Neuberger Berman Advisers Management Trust
Neuberger Berman Equity Assets
Neuberger Berman Equity Funds
Neuberger Berman Equity Series
Neuberger Berman Equity Trust
Neuberger Berman Income Funds
Neuberger Berman Income Trust
NB Management is also the investment manager to the master funds in
which the above-named investment companies invest.
(b) Set forth below is information concerning the directors and officers
of the Registrant's principal underwriter. The principal business address of
each of the persons listed is 605 Third Avenue, New York, New York 10158-0180,
which is also the address of the Registrant's principal underwriter.
- -------------------------
8 Until 1998.
<PAGE>
<TABLE>
<CAPTION>
NAME POSITIONS AND OFFICES POSITIONS AND OFFICES
---- WITH UNDERWRITER WITH REGISTRANT
--------------------- ---------------------
<S> <C> <C>
Thomas J. Brophy Vice President None
Richard A. Cantor Chairman of the Board None
Valerie Chang Vice President None
Brooke A. Cobb Vice President None
Robert Conti Treasurer None
Robert W. D'Alelio Vice President None
Clara Del Villar Vice President None
Barbara DiGiorgio Assistant Vice President Assistant Treasurer
Robert S. Franklin Vice President None
Robert I. Gendelman Vice President None
Theodore P. Giuliano Vice President and Director Chairman of the Board and
Trustee
Michael M. Kassen Vice President and Director None
Kelly M. Landron Vice President None
Robert L. Ladd Vice President None
Josephine Mahaney Vice President None
Michael F. Malouf Vice President None
Ellen Metzger Secretary None
S. Basu Mullick Vice President None
Janet W. Prindle Vice President None
Kevin L. Risen Vice President None
Ingrid Saukaitis Vice President None
Benjamin Segal Vice President None
Jennifer K. Silver Vice President None
Kent C. Simons Vice President None
Daniel J. Sullivan Senior Vice President Vice President
Peter E. Sundman President President and Chief
Executive Officer
Judith M. Vale Vice President None
Josephine Velez Vice President None
Catherine Waterworth Vice President None
Michael J. Weiner Senior Vice President Vice President and
Principal Financial Officer
<PAGE>
NAME POSITIONS AND OFFICES POSITIONS AND OFFICES
---- WITH UNDERWRITER WITH REGISTRANT
--------------------- ---------------------
Allan R. White, III Vice President None
</TABLE>
(c) No commissions or other compensation were received directly or
indirectly from the Registrant by any principal underwriter who was not an
affiliated person of the Registrant.
Item 28. 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 29. 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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 8 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, 2000.
INCOME MANAGERS TRUST
By: /s/ Peter E. Sundman
-----------------------
Peter E. Sundman
President
<PAGE>
INCOME MANAGERS TRUST
REGISTRATION STATEMENT ON FORM N-1A
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
(a) (1) Declaration of Trust of Income Managers Trust.
Incorporated by Reference to Amendment No. 4 to
Registrant's Registration Statement, File No.
811-7824 (Filed February 29, 1996).
(2) Schedule A - Current Series of Income Managers
Trust. Filed Herewith.
(b) By-Laws of Income Managers Trust. Incorporated by
Reference to Amendment No. 4 to Registrant's
Registration Statement, File No. 811-7824 (Filed
February 29, 1996).
(c) (1) 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 (Filed February 29,
1996).
(2) 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 (Filed February 29, 1996).
(d) (1) (i) Management Agreement Between Income Managers
Trust and Neuberger Berman Management Inc.
Incorporated by Reference to Post-Effective
Amendment No. 21 to Registration Statement
of Neuberger Berman Income Funds, File Nos.
2-85229 and 811-3802 (Filed February 23,
1996).
(ii) Schedule A - Portfolios of Income Managers
Trust Currently Subject to the Management
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 30 to
Registration Statement of Neuberger Berman
Income Funds, File Nos. 2-85229 and 811-3802
(Filed February 28, 2000).
(iii) Schedule B - Schedule of Compensation under
the Management Agreement. Incorporated by
Reference to Post-Effective Amendment No. 30
to Registration Statement of Neuberger
Berman Income Funds, File Nos. 2-85229 and
811-3802 (Filed February 28, 2000).
(2) (i) Sub-Advisory Agreement Between Neuberger
Berman Management Inc. 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 (Filed February 23,
1996).
<PAGE>
(ii) Schedule A - Portfolios of Income Managers
Trust Currently Subject to the Sub-Advisory
Agreement. Incorporated by Reference to
Post-Effective Amendment No. 30 to
Registration Statement of Neuberger Berman
Income Funds, File Nos. 2-85229 and 811-3802
(Filed February 28, 2000).
(iii) Substitution Agreement among Neuberger
Berman Management Inc., 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 (Filed February 28, 1997).
(e) Distribution Agreement. None.
(f) Bonus, Profit Sharing or Pension Plans. None.
(g) (1) 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 (Filed February 29, 1996).
(2) 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 (Filed
February 28, 1997).
(h) 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
(Filed February 28, 1997).
(i) Opinion and Consent of Kirkpatrick & Lockhart on
Securities Matters. None.
(j) Opinions, Appraisals, Rulings and Consents: None.
(k) Financial Statements Omitted from Prospectus. None.
(l) Letter of Investment Intent. None.
(m) Plan pursuant to Rule 12b-1. None.
(n) Plan pursuant to Rule 18f-3. None.
INCOME MANAGERS TRUST
SCHEDULE A
INITIAL SERIES DATE
- -------------- ----
Neuberger Berman Cash Reserves Portfolio July 2, 1993
Neuberger Berman Government Money Portfolio July 2, 1993
Neuberger Berman Limited Maturity Bond Portfolio July 2, 1993
Neuberger Berman Municipal Money Portfolio July 2, 1993
Neuberger Berman Municipal Securities Portfolio July 2, 1993
ADDITIONAL SERIES
- -----------------
Neuberger Berman High Yield Bond Portfolio March 2, 1998
Neuberger Berman Institutional Money Market Portfolio March 7, 2000
