NEUBERGER BERMAN EQUITY
FUNDS
STATEMENT OF ADDITIONAL
INFORMATION
Investor Class Shares,
Trust Class Shares, Advisor Class Shares, Institutional Class Shares, Class
A
Shares, Class C Shares, Class R3 Shares, Class R6 Shares, and Class E
Shares
Dated December 15, 2020, as Amended and Restated
July 5, 2021
Fund |
Investor Class |
Trust Class |
Advisor Class |
Institutional Class |
Class A |
Class C |
Class R3 |
Class R6 |
Class E |
Neuberger Berman Dividend Growth
Fund |
|
|
|
NDGIX |
NDGAX |
NDGCX |
|
NRDGX |
|
Neuberger Berman Emerging Markets
Equity Fund |
|
|
|
NEMIX |
NEMAX |
NEMCX |
NEMRX |
NREMX |
|
Neuberger Berman Equity Income
Fund |
|
|
|
NBHIX |
NBHAX |
NBHCX |
NBHRX |
|
NBHEX |
Neuberger Berman Focus
Fund |
NBSSX |
NBFCX |
NBFAX |
NFALX |
NFAAX |
NFACX |
|
|
|
Neuberger Berman Genesis
Fund |
NBGNX |
NBGEX |
NBGAX |
NBGIX |
-- |
-- |
|
NRGSX |
NRGEX
|
Neuberger Berman Global Real Estate
Fund |
|
|
|
NGRIX |
NGRAX |
NGRCX |
|
|
|
Neuberger Berman Greater China Equity
Fund |
|
|
|
NCEIX |
NCEAX |
NCECX |
|
|
|
Neuberger Berman Guardian
Fund |
NGUAX |
NBGTX |
NBGUX |
NGDLX |
NGDAX |
NGDCX |
NGDRX |
NGRDX |
|
Neuberger Berman Integrated Large
Cap Fund (formerly, Neuberger Berman Global Equity Fund) |
|
|
|
NGQIX |
NGQAX |
NGQCX |
|
|
|
Neuberger Berman International Equity
Fund |
NIQVX |
NIQTX |
|
NBIIX |
NIQAX |
NIQCX |
|
NRIQX |
NIQEX
|
Fund |
Investor Class |
Trust Class |
Advisor Class |
Institutional Class |
Class A |
Class C |
Class R3 |
Class R6 |
Class E |
Neuberger Berman International
Select Fund |
|
NILTX |
|
NILIX |
NBNAX |
NBNCX |
NBNRX |
NRILX |
|
Neuberger Berman International Small
Cap Fund |
|
|
|
NIOIX |
NIOAX |
NIOCX |
|
NIORX |
|
Neuberger Berman Intrinsic
Value Fund |
|
|
|
NINLX |
NINAX |
NINCX |
|
NRINX |
|
Neuberger Berman Large Cap Value
Fund |
NPRTX |
NBPTX |
NBPBX |
NBPIX |
NPNAX |
NPNCX |
NPNRX |
NRLCX |
NPNEX
|
Neuberger Berman Mid Cap Growth
Fund |
NMANX |
NBMTX |
NBMBX |
NBMLX |
NMGAX |
NMGCX |
NMGRX |
NRMGX |
|
Neuberger Berman Mid Cap Intrinsic
Value Fund |
NBRVX |
NBREX |
|
NBRTX |
NBRAX |
NBRCX |
NBRRX |
NBMRX |
|
Neuberger Berman Multi-Cap
Opportunities Fund |
|
|
|
NMULX |
NMUAX |
NMUCX |
|
|
NMUEX
|
Neuberger Berman Real Estate
Fund |
|
NBRFX |
|
NBRIX |
NREAX |
NRECX |
NRERX |
NRREX
|
NREEX
|
Neuberger Berman Small Cap Growth
Fund |
NBMIX |
NBMOX |
NBMVX |
NBSMX |
NSNAX |
NSNCX |
NSNRX |
NSRSX |
|
Neuberger Berman Sustainable Equity
Fund |
NBSRX |
NBSTX |
|
NBSLX |
NRAAX |
NRACX |
NRARX |
NRSRX |
|
1290 Avenue of the Americas, New York, NY
10104
Shareholder Services
800.877.9700
Institutional Services
800.366.6264
www.nb.com
Neuberger
Berman Dividend Growth Fund, Neuberger
Berman Emerging Markets Equity Fund,
Neuberger Berman Equity Income Fund,
Neuberger Berman Focus Fund, Neuberger
Berman Genesis Fund, Neuberger Berman
Global Real Estate Fund, Neuberger Berman
Greater China Equity Fund, Neuberger
Berman Guardian Fund, Neuberger Berman
Integrated Large Cap Fund (formerly,
Neuberger Berman Global Equity Fund),
Neuberger Berman International Equity
Fund, Neuberger Berman International
Select Fund, Neuberger Berman International Small Cap Fund, Neuberger Berman
Intrinsic Value Fund, Neuberger Berman
Large Cap Value Fund, Neuberger Berman
Mid Cap Growth Fund, Neuberger Berman
Mid Cap Intrinsic Value Fund, Neuberger
Berman Multi-Cap Opportunities Fund,
Neuberger Berman Real Estate Fund,
Neuberger Berman Small Cap Growth Fund,
and Neuberger Berman Sustainable Equity
Fund (each a “Fund”) are
mutual funds that offer
shares pursuant to prospectuses dated December 15, 2020, with respect to all
share classes except Class E shares, and July 5, 2021, with respect to Class E
shares.
The
prospectus and summary prospectus (together, the “Prospectus”) for your share
class provide more information about your Fund that you should know before
investing. You can get a free copy of the Prospectus, annual report and/or
semi-annual report for your share class from Neuberger Berman Investment
Advisers LLC (“NBIA” or the “Manager”), 1290 Avenue of the Americas, New York,
NY 10104 or by calling the appropriate number listed above for your share class.
You should read the Prospectus for your share class and consider the investment
objective, risks, and fees and expenses of your Fund carefully before
investing.
This
Statement of Additional Information (“SAI”) is not a prospectus and should be
read in conjunction with the Prospectus for your share class. This SAI is
not an offer to sell any shares of any class of the Funds. A written offer
can be made only by a Prospectus.
Each
Fund’s financial statements, notes thereto and the report of its independent
registered public accounting firm are incorporated by reference from the Fund’s
annual report to shareholders into (and are therefore legally part of) this
SAI.
No
person has been authorized to give any information or to make any
representations not contained in the Prospectuses or in this SAI in connection
with the offering made by the Prospectuses, and, if given or made, such
information or representations must not be relied upon as having been authorized
by a Fund or its distributor. The Prospectuses and this SAI do not constitute an
offering by a Fund or its distributor in any jurisdiction in which such offering
may not lawfully be made.
The “Neuberger Berman” name
and logo and “Neuberger Berman Investment Advisers LLC” are registered service
marks of Neuberger Berman Group LLC. The individual Fund names in this SAI are
either service marks or registered service marks of Neuberger Berman Investment
Advisers LLC. ©2021 Neuberger Berman BD LLC, distributor. All rights
reserved.
TABLE OF CONTENTS
Page
|
1 |
|
|
2 |
|
|
10 |
|
|
11 |
|
|
|
81 |
|
|
|
81 |
|
|
81 |
|
|
87 |
|
|
|
99 |
|
|
99 |
|
|
101 |
|
|
109 |
|
|
116 |
|
|
118 |
|
|
118 |
|
|
131 |
|
|
132 |
|
|
132 |
|
|
132 |
|
|
|
133 |
|
|
134 |
|
|
142 |
|
|
143 |
|
|
144 |
|
|
145 |
|
|
146 |
|
|
147 |
|
|
148 |
|
|
|
149 |
|
|
149 |
|
|
151 |
|
|
151 |
|
|
151 |
|
|
152 |
|
152 |
|
154 |
|
|
154 |
|
|
154 |
|
|
|
154 |
|
|
|
156 |
|
|
|
157 |
|
|
157 |
|
|
164 |
|
|
166 |
|
|
|
168 |
|
|
178 |
|
|
179 |
|
|
|
180 |
|
|
180 |
|
|
181 |
|
|
182 |
|
|
|
183 |
|
|
|
183 |
|
|
|
185 |
|
|
|
185 |
|
|
|
185 |
|
|
|
186 |
|
|
|
246 |
|
|
|
246 |
|
|
|
|
A-1 |
|
|
|
|
B-1 |
|
|
|
|
C-1 |
Each
Fund is a separate operating series of Neuberger Berman Equity Funds (“Trust”),
a Delaware statutory trust established on December 29, 1992. The Trust is
registered with the Securities and Exchange Commission (“SEC”) as an open-end
management investment company.
Through
December 15, 2000, the Advisor Class, Investor Class and Trust Class units of
beneficial interest (“shares”) of each Fund (except those Funds identified in
the next paragraph) and the Institutional Class shares of each Fund (except
those Funds identified in the next paragraph and Neuberger Berman Genesis Fund) were organized as feeder funds in
a master-feeder structure rather than as funds in a multiple-class structure.
These feeder funds were series of Neuberger Berman Equity Assets, Neuberger
Berman Equity Funds, Neuberger Berman Equity Trust, and Neuberger Berman Equity
Series.
The
following Funds commenced operations as separate series of the Trust on the
dates shown next to the Fund names: Neuberger Berman Dividend Growth Fund (December 15, 2015),
Neuberger Berman Emerging Markets Equity
Fund (October 8, 2008); Neuberger Berman Equity Income Fund (November 2, 2006);
Neuberger Berman Global Real Estate Fund
(December 30, 2014); Neuberger Berman Greater
China Equity Fund (July 17, 2013); Neuberger Berman Integrated Large Cap Fund (June 30, 2011);
Neuberger Berman International Equity
Fund (June 17, 2005); Neuberger Berman International Select Fund (August 1, 2006);
Neuberger Berman International Small Cap
Fund (December 8, 2016); Neuberger Berman Intrinsic Value Fund (May 10, 2010); Neuberger
Berman Multi-Cap Opportunities Fund
(November 2, 2006); and Neuberger Berman Real
Estate Fund (May 1, 2002).
The
following information supplements the discussion of the Funds’ investment
objectives, policies, and limitations in the Prospectuses. The investment
objective and, unless otherwise specified, the investment policies and
limitations of each Fund are not fundamental. Any investment objective, policy,
or limitation that is not fundamental may be changed by the trustees of the
Trust (“Fund Trustees”) without shareholder approval. The fundamental investment
policies and limitations of a Fund may not be changed without the approval of
the lesser of:
(1) 67% of
the shares of the Fund present at a meeting at which more than 50% of the
outstanding shares of the Fund are present or represented, or
(2) a
majority of the outstanding shares of the Fund.
These percentages are
required by the Investment Company Act of 1940, as amended (“1940 Act”), and are
referred to in this SAI as a “1940 Act majority vote.”
The
policy of a Fund permitting it to operate as a non-diversified investment
company under the 1940 Act may also change by operation of law.
Specifically, Rule 13a-1 under the 1940 Act provides in effect that, if a fund’s
investment portfolio actually meets the standards of a diversified fund for
three consecutive years, the fund’s status will change to that of a diversified
fund. By operation of law, each of Neuberger Berman Focus Fund, Neuberger Berman Global Real Estate Fund, and Neuberger Berman
Multi-Cap Opportunities Fund currently
operates as a diversified investment company.
Each
Fund, except Neuberger Berman Greater China
Equity Fund and Neuberger Berman Real
Estate Fund, operates as a diversified investment company. Each of Neuberger Berman Greater China Equity Fund and Neuberger Berman
Real Estate Fund currently operates as a
non-diversified investment company.
NBIA is
responsible for the day-to-day management of each Fund, except Neuberger Berman
Great China Equity Fund. Throughout
this SAI, the term “Manager” refers to NBIA with respect to each Fund, except
Neuberger Berman Greater China Equity
Fund. NBIA has delegated to Green Court Capital Management Limited (“Green
Court”) day-to-day investment management of Neuberger Berman Greater China Equity Fund. Throughout
this SAI, the term “Manager” refers to NBIA or Green Court, as appropriate, with
respect to Neuberger Berman Greater China
Equity Fund.
Except
as set forth in the investment limitation on borrowing and the investment
limitation on illiquid securities, any investment policy or limitation that
involves a maximum percentage of securities or assets will not be considered
exceeded unless the percentage limitation is exceeded immediately after, and
because of, a transaction by a Fund. If events subsequent to a transaction
result in a Fund exceeding the percentage limitation on illiquid securities, the
Manager will take appropriate steps to reduce the percentage held in illiquid
securities, as may be required by law, within a reasonable amount of time.
The
following investment policies and limitations are fundamental and apply to all
Funds unless otherwise indicated:
1.
Borrowing (All Funds except Neuberger
Berman Emerging Markets Equity Fund, Neuberger Berman Integrated
Large Cap Fund, Neuberger
Berman International Equity Fund, Neuberger Berman International
Select Fund, and
Neuberger Berman International Small Cap Fund). No Fund may borrow
money, except that a Fund may (i) borrow money from banks for temporary or
emergency purposes and not for leveraging or investment and (ii) enter into
reverse repurchase agreements for any purpose; provided that (i) and
(ii) in combination do not exceed 33-1/3% of the value of its total assets
(including the amount borrowed) less liabilities (other than borrowings). If at
any time borrowings exceed 33‑1/3% of the value of a Fund’s total assets, that
Fund will reduce its borrowings within three days (excluding Sundays and
holidays) to the extent necessary to comply with the 33-1/3% limitation.
Borrowing (Neuberger Berman Emerging
Markets Equity Fund,
Neuberger Berman Integrated Large Cap Fund, Neuberger Berman International
Equity Fund, Neuberger
Berman International Select Fund, and Neuberger Berman International
Small Cap
Fund). No Fund may borrow money, except that a Fund may
(i) borrow money from banks for temporary or emergency purposes and for
leveraging or investment and (ii) enter into reverse repurchase agreements
for any purpose; provided that (i) and (ii) in combination do not exceed 33-1/3%
of the value of its total assets (including the amount borrowed) less
liabilities (other than borrowings). If at any time borrowings exceed 33‑1/3% of
the value of a Fund’s total assets, that Fund will reduce its borrowings within
three days (excluding Sundays and holidays) to the extent necessary to comply
with the 33-1/3% limitation.
2.
Commodities (All Funds except Neuberger
Berman Dividend Growth Fund, Neuberger Berman Emerging
Markets Equity Fund,
Neuberger Berman Global Real Estate Fund, Neuberger Berman Greater China
Equity Fund, Neuberger
Berman Integrated Large Cap Fund, Neuberger Berman International
Equity Fund, Neuberger
Berman International Select Fund, and Neuberger Berman International
Small Cap
Fund). No Fund may purchase physical commodities or contracts
thereon, unless acquired as a result of the ownership of securities or
instruments, but this restriction shall not prohibit a Fund from purchasing
futures contracts or options (including options on futures contracts, but
excluding options or futures contracts on physical commodities) or from
investing in securities of any kind.
Commodities (Neuberger Berman Emerging
Markets Equity Fund,
Neuberger Berman Greater China Equity Fund, Neuberger Berman Integrated
Large Cap Fund, Neuberger
Berman International Equity Fund, Neuberger Berman International
Select Fund, and
Neuberger Berman International Small Cap Fund). No Fund may purchase
physical commodities or contracts thereon, unless acquired as a result of the
ownership of securities or instruments, but this restriction shall not prohibit
a Fund from purchasing futures contracts, options (including options on futures
contracts, but excluding options or futures contracts on physical commodities),
foreign currencies or forward contracts, or from investing in securities of any
kind.
Commodities (Neuberger Berman Dividend
Growth Fund and Neuberger
Berman Global Real Estate Fund). The Fund may not purchase
physical commodities, except to the extent permitted under the 1940 Act, the
rules and regulations thereunder and any applicable exemptive relief or unless
acquired as a result of the ownership of securities or instruments, but this
restriction shall not prohibit the Fund from purchasing futures contracts,
options, foreign currencies or forward contracts, swaps, caps, collars, floors
and other financial instruments or from investing in securities of any
kind.
3.
Diversification (All Funds except
Neuberger Berman Focus Fund, Neuberger Berman Global Real
Estate Fund, Neuberger
Berman Greater China Equity Fund, Neuberger Berman Multi-Cap
Opportunities Fund, and
Neuberger Berman Real Estate Fund). No Fund may, with
respect to 75% of the value of its total assets, purchase the securities of any
issuer (other than securities issued or guaranteed by the U.S. Government or any
of its agencies or instrumentalities (“U.S. Government and Agency Securities”),
or securities issued by other investment companies) if, as a result,
(i) more than 5% of the value of the Fund’s total assets would be invested
in the securities of that issuer or (ii) the Fund would hold more than 10%
of the outstanding voting securities of that issuer.
Diversification (Neuberger Berman
Focus Fund, Neuberger Berman Greater China
Equity Fund, Neuberger
Berman Multi-Cap Opportunities Fund, and Neuberger Berman Real
Estate Fund). Each
Fund is non-diversified under the 1940 Act.
Notwithstanding
the foregoing investment limitation, by operation of law, each of Neuberger
Berman Focus Fund and Neuberger Berman
Multi-Cap Opportunities Fund currently
operates as a diversified investment company.
4.
Industry Concentration (All Funds
except Neuberger Berman Dividend Growth Fund, Neuberger Berman Global Real
Estate Fund, Neuberger
Berman International Small Cap Fund and Neuberger Berman Real Estate
Fund). No
Fund may purchase any security if, as a result, 25% or
more of its total assets
(taken at current value) would be invested in the securities of issuers having
their principal business activities in the same industry. This limitation does
not apply to U.S. Government and Agency Securities.
Industry Concentration (Neuberger Berman
Dividend Growth Fund and Neuberger Berman International
Small Cap
Fund). The Fund may not purchase any security if, as a result, 25%
or more of its total assets (taken at current value) would be invested in the
securities of issuers having their principal business activities in the same
industry. This limitation does not apply to U.S. Government and Agency
Securities, securities of other investment companies and tax-exempt securities
or such other securities as may be excluded for this purpose under the 1940 Act,
the rules and regulations thereunder and any applicable exemptive relief.
Industry Concentration (Neuberger Berman
Global Real Estate Fund). The Fund may not
purchase any security if, as a result, 25% or more of its total assets (taken at
current value) would be invested in the securities of issuers having their
principal business activities in the same industry, except that the Fund will
invest greater than 25% of its total assets in the real estate industry. This
limitation does not apply to U.S. Government and Agency Securities, securities
of other investment companies and tax-exempt securities or such other securities
as may be excluded for this purpose under the 1940 Act, the rules and
regulations thereunder and any applicable exemptive relief.
Industry Concentration (Neuberger Berman
Real Estate Fund). The Fund may not
purchase any security if, as a result, 25% or more of its total assets (taken at
current value) would be invested in the securities of issuers having their
principal business activities in the same industry, except that the Fund will
invest greater than 25% of its total assets in the real estate industry. This
limitation does not apply to U.S. Government and Agency Securities.
5.
Lending (All Funds except Neuberger
Berman Dividend Growth Fund, Neuberger Berman Global Real
Estate Fund and Neuberger
Berman Greater China Equity Fund). No Fund may lend any
security or make any other loan if, as a result, more than 33-1/3% of its total
assets (taken at current value) would be lent to other parties, except, in
accordance with its investment objective, policies, and limitations,
(i) through the purchase of a portion of an issue of debt securities or
(ii) by engaging in repurchase agreements.
Lending (Neuberger Berman Dividend
Growth Fund and Neuberger
Berman Global Real Estate Fund). No Fund may lend any security
or make any other loan if, as a result, more than 33-1/3% of its total assets
(taken at current value) would be lent to other parties, except, in accordance
with its investment objective, policies, and limitations, (i) through the
purchase of all or a portion of an issue of debt securities, loans, loan
participations or other forms of direct debt instruments or (ii) by engaging in
repurchase agreements.
Lending (Neuberger Berman Greater China
Equity Fund). The
Fund may not lend any security or make any other loan if, as a result, more than
33-1/3% of its total assets (taken at current value) would be lent to other
parties, except, in accordance with its investment objective, policies, and
limitations, (i) through the purchase of all or a portion of an issue of debt
securities or (ii) by engaging in repurchase agreements.
6.
Real Estate (All Funds except Neuberger
Berman Emerging Markets Equity Fund, Neuberger Berman Equity Income
Fund, Neuberger Berman
Greater China Equity Fund, Neuberger Berman Integrated
Large Cap Fund, Neuberger
Berman International Equity Fund, Neuberger Berman International
Select Fund, Neuberger
Berman International Small Cap Fund, Neuberger Berman Intrinsic
Value Fund, and Neuberger
Berman Real Estate Fund). No Fund may purchase
real estate unless acquired as a result of the ownership of securities or
instruments, but this restriction shall not prohibit a Fund from purchasing
securities issued by entities or investment vehicles that own or deal in real
estate or interests therein or instruments secured by real estate or interests
therein.
Real Estate (Neuberger Berman Emerging
Markets Equity Fund,
Neuberger Berman Greater China Equity Fund, Neuberger Berman Integrated
Large Cap Fund, Neuberger
Berman International Equity Fund, Neuberger Berman International
Select Fund and Neuberger
Berman International Small Cap Fund). No Fund may invest any
part of its total assets in real estate or interests in real estate unless
acquired as a result of the ownership of securities or instruments, but this
restriction shall not prohibit a Fund from purchasing readily marketable
securities issued by entities or investment vehicles that own or deal in real
estate or interests therein or instruments secured by real estate or interests
therein.
Real Estate (Neuberger Berman Real
Estate
Fund). The Fund may not purchase real estate unless acquired as a
result of the ownership of securities or instruments, except that the Fund may
(i) invest in securities of issuers that mortgage, invest or deal in real
estate or interests therein, (ii) invest in securities that are secured by
real estate or interests therein, (iii) purchase and sell mortgage-related
securities, (iv) hold and sell real estate acquired by the Fund as a result
of the ownership of securities, and (v) invest in real estate investment
trusts of any kind.
Real Estate (Neuberger Berman Equity
Income Fund and Neuberger
Berman Intrinsic Value Fund). The Fund may not
purchase real estate unless acquired as a result of the ownership of securities
or instruments, except that the Fund may (i) invest in securities of
issuers a principal business of which is mortgaging, investing, and/or dealing
in real estate or interests therein, (ii) invest in instruments that are
secured by real estate or interests therein, (iii) purchase and sell
mortgage-related securities, (iv) hold and sell real estate acquired by the
Fund as a result of the ownership of securities, and (v) invest in real
estate investment trusts of any kind.
7.
Senior Securities. No Fund
may issue senior securities, except as permitted under the 1940 Act.
8.
Underwriting. No Fund may
underwrite securities of other issuers, except to the extent that a Fund, in
disposing of portfolio securities, may be deemed to be an underwriter within the
meaning of the Securities Act of 1933, as amended (“1933 Act”).
Each of
Neuberger Berman Dividend Growth Fund,
Neuberger Berman Focus Fund, Neuberger
Berman Genesis Fund, Neuberger Berman
Global Real Estate Fund, Neuberger Berman
Guardian Fund, Neuberger Berman Large Cap Value Fund, Neuberger Berman Mid Cap Growth Fund, Neuberger Berman Mid Cap Intrinsic Value Fund and Neuberger
Berman Real Estate Fund has the following
fundamental investment policy:
Notwithstanding
any other investment policy of the Fund, the Fund may invest all of its
investable assets (cash, securities, and receivables relating to securities) in
an open‑end management investment company having substantially the same
investment objective, policies, and limitations as the Fund.
Each of
Neuberger Berman Equity Income Fund,
Neuberger Berman International Equity
Fund, Neuberger Berman International Select
Fund, Neuberger Berman International
Small Cap Fund, and Neuberger Berman Multi-Cap Opportunities Fund has the following
fundamental investment policy:
Notwithstanding
any other investment policy of the Fund, the Fund may invest all of its net
investable assets in an open‑end management investment company having
substantially the same investment objective, policies, and limitations as the
Fund.
Each of
Neuberger Berman Emerging Markets Equity
Fund, Neuberger Berman Greater China
Equity Fund, Neuberger Berman Integrated
Large Cap Fund and Neuberger Berman Intrinsic Value Fund has the following
fundamental investment policy:
Notwithstanding
any other investment policy of the Fund, the Fund may invest all of its
investable assets in an open‑end management investment company having
substantially the same investment objective, policies, and limitations as the
Fund.
Each of
Neuberger Berman Small Cap Growth Fund
and Neuberger Berman Sustainable Equity
Fund has the following fundamental investment policy:
Notwithstanding
any other investment policy of the Fund, the Fund may invest all of its net
investable assets (cash, securities, and receivables relating to securities) in
an open‑end management investment company having substantially the same
investment objective, policies, and limitations as the Fund.
For
purposes of the investment limitation on commodities, the Funds do not consider
foreign currencies or forward contracts to be physical commodities. Also, this
limitation does not prohibit the Funds from purchasing securities backed by
physical commodities, including interests in exchange-traded investment trusts
and other similar entities, or derivative instruments, or Neuberger Berman Dividend Growth Fund or Neuberger Berman Global Real Estate Fund from purchasing
physical commodities.
For
purposes of the investment limitation on concentration in a particular industry,
industry classifications are determined for each Fund (except Neuberger Berman
Global Real Estate Fund and Neuberger
Berman Real Estate Fund) in accordance
with the industry or sub-industry classifications established by the Global
Industry Classification Standard; industry classifications are determined for
Neuberger Berman Global Real Estate Fund in accordance with the
classifications of the FTSE EPRA/Nareit Developed Index, and industry
classifications are determined for Neuberger Berman Real Estate Fund in accordance with the
classifications of the FTSE Nareit All Equity REITs Index. The more narrowly industries are
defined, the more likely it is that multiple industries will be affected in a
similar fashion by a single economic or regulatory development.
The
following investment policies and limitations are non-fundamental and apply to
all Funds unless otherwise indicated:
1.
Borrowing (All Funds except Neuberger
Berman Dividend Growth Fund, Neuberger Berman Emerging
Markets Equity Fund,
Neuberger Berman Global Real Estate Fund, Neuberger Berman Integrated
Large Cap Fund, Neuberger
Berman International Equity Fund, Neuberger Berman International
Select Fund, Neuberger
Berman International Small Cap Fund, Neuberger Berman Large Cap
Value Fund, Neuberger
Berman Mid Cap Intrinsic Value Fund and Neuberger Berman Multi-Cap
Opportunities
Fund). No Fund may purchase securities if outstanding borrowings,
including any reverse repurchase agreements, exceed 5% of its total
assets.
Borrowing (Neuberger Berman Large Cap
Value Fund, Neuberger
Berman Mid Cap Intrinsic Value Fund and Neuberger Berman Multi-Cap
Opportunities
Fund). No Fund may purchase securities if outstanding borrowings of
money, including any reverse repurchase agreements, exceed 5% of its total
assets.
2.
Lending (All Funds except Neuberger
Berman Dividend Growth Fund and Neuberger Berman Global Real
Estate
Fund). Except for the purchase of debt securities and engaging in
repurchase agreements, no Fund may make any loans other than securities
loans.
Lending (Neuberger Berman Dividend
Growth Fund and Neuberger
Berman Global Real Estate Fund). Except for the purchase
of debt securities, loans, loan participations or other forms of direct debt
instruments and engaging in repurchase agreements, the Fund may not make any
loans other than securities loans.
3.
Margin Transactions. No
Fund may purchase securities on margin from brokers or other lenders, except
that a Fund may obtain such short-term credits as are necessary for the
clearance of securities transactions. Margin payments in connection with
transactions in futures contracts and options on futures contracts shall not
constitute the purchase of securities on margin and shall not be deemed to
violate the foregoing limitation.
4.
Foreign Securities (Neuberger Berman
Genesis Fund, Neuberger Berman Mid Cap
Growth Fund and Neuberger
Berman Real Estate Fund). No Fund may invest more
than 10% of the value of its total assets in securities denominated in foreign
currency.
Foreign Securities (Neuberger Berman
Guardian Fund, Neuberger Berman Intrinsic
Value Fund, Neuberger
Berman Large Cap Value Fund, Neuberger Berman Mid Cap
Intrinsic Value Fund,
Neuberger Berman Multi-Cap Opportunities Fund, Neuberger Berman Small Cap
Growth Fund, and
Neuberger Berman Sustainable Equity Fund). No Fund may invest more
than 20% of the value of its total assets in securities denominated in foreign
currency.
Foreign Securities (Neuberger Berman
Equity Income Fund). The Fund may not invest
more than 30% of the value of its total assets in securities denominated in
foreign currency.
These
policies do not limit investment in American Depository Receipts (“ADRs”) and
similar instruments denominated in U.S. dollars, where the underlying
security may be denominated in a foreign currency.
5.
Illiquid Securities. No
Fund may purchase any security if, as a result, more than 15% of its net assets
would be invested in illiquid securities. An illiquid investment means any
investment that a Fund reasonably expects cannot be sold or disposed of in
current market conditions in seven calendar days or less without the sale or
disposition significantly changing the market value of the investment.
6.
Pledging (Neuberger Berman Genesis Fund and Neuberger Berman Guardian Fund). Neither of these Funds
may pledge or hypothecate any of its assets, except that (i) Neuberger
Berman Genesis Fund may pledge or
hypothecate up to 15% of its total assets to collateralize a borrowing permitted
under fundamental policy 1 above or a letter of credit issued for a purpose set
forth in that policy and (ii) each Fund may pledge or hypothecate up to 5%
of its total assets in connection with its entry into any agreement or
arrangement pursuant to which a bank furnishes a letter of credit to
collateralize a capital commitment made by the Fund to a mutual insurance
company of which the Fund is a member. The other Funds are not subject to any
restrictions on their ability to pledge or hypothecate assets and may do so in
connection with permitted borrowings.
7.
Investments in Any One Issuer
(Neuberger Berman Focus Fund, Neuberger Berman Global Real
Estate Fund, Neuberger
Berman Greater China Equity Fund, Neuberger Berman Multi-Cap
Opportunities Fund and
Neuberger Berman Real Estate Fund). At the close of each
quarter of each Fund’s taxable year, (i) at least 50% of the value of the
Fund’s total assets must be represented by cash and cash items, Government
securities (as defined for purposes of Subchapter M of Chapter 1 of Subtitle A
of the Internal Revenue Code of 1986, as amended (“Code”)), securities of other
“regulated investment companies” (as defined in section 851(a) of the Code)
(each, a “RIC”), and other securities limited, in respect of any one issuer, to
an amount that does not exceed 5% of the value of the Fund’s total assets and
that does not represent more than 10% of the issuer’s outstanding voting
securities, and (ii) not more than 25% of the value of its total assets may
be invested in (a) securities (other than Government securities or
securities of other RICs) of any one issuer, (b) securities (other than
securities of other RICs) of two or more issuers the Fund controls that are
determined to be engaged in the same, similar, or related trades or businesses,
or (c) securities of one or more “qualified publicly traded partnerships”
(as defined in the Code).
Notwithstanding
the foregoing investment limitation, by operation of law, each of Neuberger
Berman Focus Fund and Neuberger Berman
Multi-Cap Opportunities Fund currently
operates as a diversified investment company.
8.
ESG criteria (Neuberger Berman
Sustainable Equity Fund). The Fund may not
purchase securities of issuers that derive more than 5% of their total revenue
from the production of alcohol, tobacco, weapons or nuclear power and may not
purchase securities of issuers deriving more than 5% of total revenue from
gambling.
See
page 73 for a description of the Sustainable
Equity Fund’s ESG criteria.
9.
Equity Securities (All Funds except
Neuberger Berman Dividend Growth Fund, Neuberger Berman Emerging
Markets Equity Fund,
Neuberger Berman Global Real Estate Fund, Neuberger Berman Greater China
Equity Fund, Neuberger
Berman Large Cap Value Fund, Neuberger Berman Real
Estate Fund, Neuberger
Berman Small Cap Growth Fund, and Neuberger Berman Sustainable
Equity Fund.
Each Fund normally invests at least 80% of its net assets, plus the amount of
any borrowings for investment purposes, in equity securities. Although this is a
non-fundamental
policy, the Fund Trustees
will not change this policy without at least 60 days’ notice to
shareholders. (Only Neuberger Berman Integrated
Large Cap Fund, Neuberger Berman International Equity Fund, Neuberger Berman
International Select Fund, and Neuberger
Berman International Small Cap Fund may
borrow for investment purposes.)
Equity Securities that Pay Dividends
(Neuberger Berman Dividend Growth Fund). Under normal market
circumstances, the Fund will invest at least 80% of its net assets, plus the
amount of any borrowings for investment purposes, in equity securities that pay
dividends. Although this is a non-fundamental policy, the Fund Trustees
will not change this policy without at least 60 days’ notice to shareholders.
(The Fund may not borrow for investment purposes.)
Equity Securities (Neuberger Berman
Emerging Markets Equity Fund). The Fund normally
invests at least 80% of its net assets, plus the amount of any borrowings for
investment purposes, in equity securities of issuers in emerging market
countries. Although this is a non-fundamental policy, the Fund Trustees
will not change this policy without at least 60 days’ notice to
shareholders.
Real Estate Equity Securities (Neuberger
Berman Global Real Estate Fund). The Fund normally
invests at least 80% of its net assets, plus the amount of any borrowings for
investment purposes, in U.S. and non-U.S. equity securities issued by real
estate investment trusts (“REITs”) and common stocks and other securities issued
by other real estate companies. Although this is a non-fundamental policy, the
Fund Trustees will not change this policy without at least 60 days’ notice to
shareholders. (The Fund may not borrow for investment purposes.)
Equity Investments (Neuberger Berman
Greater China Equity Fund). The Fund normally invests at
least 80% of its net assets, plus the amount of any borrowings for investment
purposes, in equity investments that are tied economically to the Greater China
region. Although this is a non-fundamental policy, the Fund Trustees will
not change this policy without at least 60 days’ notice to shareholders. The
Fund’s equity investments include both equity securities and equity-linked
investments. (The Fund may not borrow for investment purposes.)
Large Cap Companies (Neuberger Berman
Integrated Large Cap Fund and Neuberger Berman Large Cap
Value Fund).
Each Fund normally invests at least 80% of its net assets, plus the amount of
any borrowings for investment purposes, in equity securities of
large-capitalization companies. Although this is a non-fundamental policy, the
Fund Trustees will not change this policy without at least 60 days’ notice to
shareholders. (Neuberger Berman Large Cap
Value Fund may not borrow for investment purposes.)
Real Estate Equity Securities (Neuberger
Berman Real Estate Fund). The Fund normally
invests at least 80% of its net assets, plus the amount of any borrowings for
investment purposes, in equity securities issued by REITs and common stocks and
other securities issued by other real estate companies. Although this is a
non-fundamental policy, the Fund Trustees will not change this policy without at
least 60 days’ notice to shareholders. (The Fund may not borrow for investment
purposes.)
Small-Cap Companies (Neuberger Berman
International Small Cap Fund and Neuberger Berman Small Cap
Growth Fund). Each Fund normally
invests at least 80% of its net assets, plus the amount of any borrowings for
investment purposes, in small-capitalization companies. Although this is a
non-fundamental policy, the Fund Trustees will not change this policy without at
least 60
days’ notice to
shareholders. (Neuberger Berman Small Cap
Growth Fund may not borrow for investment purposes.)
Equity Securities (Neuberger Berman
Sustainable Equity Fund). The Fund normally invests
at least 80% of its net assets, plus the amount of any borrowings for investment
purposes, in equity securities selected in accordance with its ESG criteria.
Although this is a non-fundamental policy, the Fund Trustees will not change
this policy without at least 60 days’ notice to shareholders. (The Fund
may not borrow for investment purposes.)
10.
Investment by a Fund of Funds.
If shares of a Fund are purchased by another fund in reliance on Section
12(d)(1)(G) of the 1940 Act, for so long as shares of the Fund are held by such
fund, the Fund will not purchase securities of registered open-end investment
companies or registered unit investment trusts in reliance on Section
12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act.
Senior Securities. Section 18(f)(1) of
the 1940 Act prohibits an open-end investment company from issuing any class of
senior security, or selling any class of senior security of which it is the
issuer, except that the investment company may borrow from a bank provided that
immediately after any such borrowing there is asset coverage of at least 300%
for all of its borrowings. The SEC has taken the position that certain
instruments that create future obligations may be considered senior securities
subject to provisions of the 1940 Act that limit the ability of investment
companies to issue senior securities. Common examples include reverse repurchase
agreements, short sales, futures and options positions, forward contracts and
when-issued securities. However, the SEC has clarified that, if a fund
segregates cash or liquid securities sufficient to cover such obligations or
holds off-setting positions (or, in some cases, uses a combination of such
strategies), the SEC will not raise senior securities issues under the 1940
Act.
For
temporary defensive purposes, or to manage cash pending investment or payout,
each Fund (except Neuberger Berman Dividend
Growth Fund, Neuberger Berman Equity
Income Fund, Neuberger Berman Emerging Markets Equity Fund, Neuberger Berman Global Real Estate Fund, Neuberger Berman Greater China Equity Fund, Neuberger Berman
International Equity Fund, Neuberger
Berman International Select Fund,
Neuberger Berman International Small Cap
Fund, and Neuberger Berman Sustainable
Equity Fund) may invest up to 100% of its total assets in cash or cash
equivalents, U.S. Government and Agency Securities, commercial paper, and
certain other money market instruments, as well as repurchase agreements
collateralized by the foregoing.
For
temporary defensive purposes, or to manage cash pending investment or payout,
Neuberger Berman Dividend Growth Fund and
Neuberger Berman Equity Income Fund may
invest up to 100% of its total assets in cash or cash equivalents, U.S.
Government and Agency Securities, commercial paper, short-term bank obligations,
money market funds, and certain other money market instruments, as well as
repurchase agreements collateralized by the foregoing.
For
temporary defensive purposes, or to manage cash pending investment or payout,
each of Neuberger Berman Emerging Markets Equity Fund, Neuberger Berman Greater China Equity Fund, Neuberger Berman
International Equity Fund, Neuberger
Berman International Select Fund, and
Neuberger Berman International Small Cap
Fund may invest up to 100% of its total assets in
short-term foreign and
U.S. investments, such as cash or cash equivalents, commercial paper, short-term
bank obligations, U.S. Government and Agency Securities, and repurchase
agreements.
For
temporary defensive purposes, or to manage cash pending investment or payout,
Neuberger Berman Global Real Estate Fund
may invest up to 100% of its total assets in cash or cash equivalents, U.S.
Government and Agency Securities, commercial paper, money market funds, and
certain other money market instruments, as well as repurchase agreements
collateralized by the foregoing.
For
temporary defensive purposes, or to manage cash pending investment or payout,
any part of Neuberger Berman Sustainable
Equity Fund’s assets may be retained temporarily in U.S. Government and
Agency Securities, investment grade fixed income securities of non-governmental
issuers, repurchase agreements, money market instruments, commercial paper, and
cash and cash equivalents. Generally, the foregoing temporary investments for
Neuberger Berman Sustainable Equity Fund
are selected with a concern for the social impact of each investment. For
instance, Neuberger Berman Sustainable
Equity Fund may invest in certificates of deposits issued by community
banks and credit unions.
A Fund
may also invest in such instruments to increase liquidity or to provide
collateral to be segregated.
These
investments may prevent a Fund from achieving its investment objective.
In
reliance on an SEC exemptive rule, a Fund may invest an unlimited amount of its
uninvested cash and cash collateral received in connection with securities
lending in shares of money market funds and unregistered funds that operate in
compliance with Rule 2a-7 under the 1940 Act, whether or not advised by NBIA or
an affiliate, under specified conditions. Among other things, the
conditions preclude an investing Fund from paying a sales charge, as defined in
rule 2830(b) of the NASD Conduct Rules of the Financial Industry Regulatory
Authority, Inc. (“FINRA”) (“sales charge”), or a service fee, as defined in that
rule, in connection with its purchase or redemption of the money market fund’s
or unregistered fund’s shares, or the Fund’s investment adviser must waive a
sufficient amount of its advisory fee to offset any such sales charge or service
fee. Money market funds and unregistered
funds do not necessarily invest in accordance with Neuberger Berman Sustainable Equity Fund’s ESG criteria.
Unless
otherwise indicated, the Funds may buy the types of securities and use the
investment techniques described below, subject to any applicable investment
policies and limitations. However, the Funds may not buy all of the types of
securities or use all of the investment techniques described below. Each
Fund’s principal investment strategies and the principal risks of each Fund’s
principal investment strategies are discussed in the Prospectuses.
In
reliance on an SEC exemptive order, each Fund may invest in both affiliated and
unaffiliated investment companies, including exchange-traded funds (“ETFs”),
(“underlying funds”) in excess of the limits in Section 12 of the 1940 Act and
the rules and regulations thereunder. When a Fund invests in underlying
funds, it is indirectly exposed to the investment practices of the underlying
funds and,
therefore, is subject to
all the risks associated with the practices of the underlying funds. This SAI is
not an offer to sell shares of any underlying fund. Shares of an underlying fund
are sold only through the currently effective prospectus for that underlying
fund. Unless otherwise noted herein, the investment practices and
associated risks detailed below also include those to which a Fund indirectly
may be exposed through its investment in an underlying fund. Unless otherwise
noted herein, any references to investments made by a Fund include those that
may be made both directly by the Fund and indirectly by the Fund through its
investments in underlying funds.
Commercial
Paper. Commercial paper is a short-term debt security issued
by a corporation, bank, municipality, or other issuer, usually for purposes such
as financing current operations. A Fund may invest in commercial paper that
cannot be resold to the public without an effective registration statement under
the 1933 Act. While some restricted commercial paper normally is deemed
illiquid, the Manager may in certain cases determine that such paper is
liquid.
Commodities
Related Investments. A Fund may purchase securities backed by
physical commodities, including interests in exchange-traded investment trusts
and other similar entities, the value of the shares of which relates directly to
the value of physical commodities held by such an entity. As an investor
in such an entity, a Fund would indirectly bear its pro rata share of the entity’s expenses, which
may include storage and other costs relating to the entity’s investments in
physical commodities. In addition, a Fund will not qualify as a RIC for
any taxable year in which more than 10% of its gross income consists of
“non-qualifying” income, which includes gains from selling physical commodities
(or options or futures contracts thereon unless the gain is realized from
certain hedging transactions) and certain other non-passive income. A
Fund’s investment in securities backed by, or in such entities that invest in,
physical commodities would produce non-qualifying income, although investments
in stock of a “controlled foreign corporation” that invests in physical
commodities and annually distributes its net income and gains generally should
not produce such income. To remain within the 10% limitation, a Fund may
need to hold such an investment or sell it at a loss, or sell other investments,
when for investment reasons it would not otherwise do so. The availability
of such measures does not guarantee that a Fund would be able to satisfy that
limitation.
Exposure to
physical commodities may subject a Fund to greater volatility than investments
in traditional securities. The value of such investments may be affected
by overall market movements, commodity index volatility, changes in interest
rates, or factors affecting a particular industry or commodity, such as supply
and demand, drought, floods, weather, embargoes, tariffs and international
economic, political and regulatory developments. Their value may also
respond to investor perception of instability in the national or international
economy, whether or not justified by the facts. However, these investments
may help to moderate fluctuations in the value of a Fund’s other holdings,
because these investments may not correlate with investments in traditional
securities. Economic and other events (whether real or perceived) can
reduce the demand for commodities, which may reduce market prices and cause the
value of a Fund’s shares to fall. No active trading market may exist for
certain commodities investments, which may impair the ability of a Fund to sell
or realize the full value of such investments in the event of the need to
liquidate such investments. Certain commodities are subject to limited
pricing flexibility because of supply and demand factors. Others are
subject to broad price fluctuations as a result of the volatility of the prices
for certain raw materials and the instability of the supplies of other
materials. These additional variables may create additional investment
risks and result in greater volatility than investments in traditional
securities. Because physical commodities do not generate investment
income, the return on such investments will be derived solely
from the appreciation or
depreciation on such investments. Certain types of commodities instruments
(such as commodity-linked swaps and commodity-linked structured notes) are
subject to the risk that the counterparty to the instrument will not perform or
will be unable to perform in accordance with the terms of the instrument.
Policies and
Limitations. For the
Funds’ policies and limitations on commodities, see “Investment Policies and
Limitations -- Commodities” above. In addition, a Fund does not intend to sell
commodities related investments when doing so would cause it to fail to qualify
as a RIC.
Convertible
Securities. A convertible security is a bond, debenture,
note, preferred stock, or other security or debt obligation that may be
converted into or exchanged for a prescribed amount of common stock of the same
or a different issuer within a particular period of time at a specified price or
formula. Convertible securities generally have features of, and risks associated
with, both equity and fixed income instruments. As such, the value of most
convertible securities will vary with changes in the price of, and will be
subject to the risks associated with, the underlying common stock.
Additionally, convertible securities are also subject to the risk that the
issuer may not be able to pay principal or interest when due and the value of
the convertible security may change based on the issuer’s credit rating.
Convertible securities are considered equity securities for purposes of each
Fund's non-fundamental policy to invest at least 80% of its net assets in equity
securities.
A
convertible security entitles the holder to receive the interest paid or accrued
on debt or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Before conversion, such
securities ordinarily provide a stream of income with generally higher yields
than common stocks of the same or similar issuers, but lower than the yield on
non-convertible debt. Convertible securities are usually subordinated to
comparable-tier non-convertible securities and other senior debt obligations of
the issuer, but rank senior to common stock in a company’s capital structure.
The value of a convertible security is a function of (1) its yield in comparison
to the yields of other securities of comparable maturity and quality that do not
have a conversion privilege and (2) its worth if converted into the underlying
common stock.
The
price of a convertible security often reflects variations in the price of the
underlying common stock in a way that non-convertible debt may not. Convertible
securities may be issued by smaller capitalization companies whose stock prices
may be more volatile than larger capitalization companies. A convertible
security may have a mandatory conversion feature or a call feature that subjects
it to redemption at the option of the issuer at a price established in the
security’s governing instrument. If a convertible security held by a Fund is
called for redemption, the Fund will be required to convert it into the
underlying common stock, sell it to a third party or permit the issuer to redeem
the security. Any of these actions could have an adverse effect on a Fund’s
ability to achieve its investment objectives.
Policies and
Limitations.
Neuberger Berman Sustainable Equity Fund
may invest up to 20% of its net assets in convertible securities. Neuberger
Berman Sustainable Equity Fund does not
intend to purchase any convertible securities that are not investment grade.
Fixed Income
Securities.
While the emphasis of each Fund’s investment program is on common stocks and
other equity securities or equity investments, as applicable, each Fund may
invest in money market instruments, U.S. Government and Agency Securities, and
other fixed income securities. The debt securities in which a Fund may invest
include variable rate securities, the interest rates on which reset at specified
intervals to reflect current market rates as defined by a certain index or
reference rate, and floating rate securities, the interest rates on which reset
whenever the specified index or reference rate changes. Each Fund may invest in
investment grade corporate bonds and debentures, and each of Neuberger Berman
Dividend Growth Fund, Neuberger Berman
Emerging Markets Equity Fund, Neuberger
Berman Equity Income Fund, Neuberger
Berman Global Real Estate Fund, Neuberger
Berman International Equity Fund,
Neuberger Berman International Select
Fund, Neuberger Berman International
Small Cap Fund, Neuberger Berman Intrinsic Value Fund, Neuberger Berman Large Cap Value Fund, Neuberger Berman Mid Cap Intrinsic Value Fund, Neuberger Berman
Multi-Cap Opportunities Fund, and
Neuberger Berman Real Estate Fund may
also invest in corporate debt securities rated below investment grade (commonly
known as “junk bonds”).
“U.S.
Government Securities” are obligations of the Treasury Department backed by the
full faith and credit of the United States. During times of market turbulence,
investors may turn to the safety of securities issued or guaranteed by the
Treasury Department, causing the prices of these securities to rise and their
yields to decline.
“U.S.
Government Agency Securities” are issued or guaranteed by U.S. Government
agencies or by instrumentalities of the U.S. Government, such as Ginnie Mae
(also known as the Government National Mortgage Association), Fannie Mae (also
known as the Federal National Mortgage Association), Freddie Mac (also known as
the Federal Home Loan Mortgage Corporation), SLM Corporation (formerly, the
Student Loan Marketing Association) (commonly known as “Sallie Mae”), and the
Tennessee Valley Authority. Some U.S. Government Agency Securities are supported
by the full faith and credit of the United States, while others may be supported
by the issuer’s ability to borrow from the Treasury Department, subject to the
Treasury’s discretion in certain cases, or only by the credit of the issuer.
U.S. Government Agency Securities include U.S. Government Agency mortgage-backed
securities. The market prices of U.S. Government and Agency Securities are not
guaranteed by the U.S. Government.
“Investment
grade” debt securities are those receiving one of the four highest ratings from
Moody’s, S&P, or another nationally recognized statistical rating
organization (“NRSRO”) or, if unrated by any NRSRO, deemed by the Manager to be
comparable to such rated securities (“Comparable Unrated Securities”).
Securities rated by Moody’s in its fourth highest rating category (Baa) or
Comparable Unrated Securities may be deemed to have speculative
characteristics.
The
ratings of an NRSRO represent its opinion as to the quality of securities it
undertakes to rate. Ratings are not absolute standards of quality; consequently,
securities with the same maturity, coupon, and rating may have different yields.
Although the Funds may rely on the ratings of any NRSRO, the Funds refer
primarily to ratings assigned by S&P and Moody’s, which are described in
Appendix A to this SAI.
Fixed
income securities are subject to the risk of an issuer’s inability to meet
principal and interest payments on its obligations (“credit risk”) and are
subject to price volatility due to such factors
as interest rate
sensitivity (“interest rate risk”), market perception of the creditworthiness of
the issuer, and market liquidity (“market risk”). The value of a Fund’s fixed
income investments is likely to decline in times of rising market interest
rates. Conversely, the value of a Fund’s fixed income investments is likely to
rise in times of declining market interest rates. Typically, the longer the time
to maturity of a given security, the greater is the change in its value in
response to a change in interest rates. Foreign debt securities are subject to
risks similar to those of other foreign securities.
Lower-rated
securities are more likely to react to developments affecting market and credit
risk than are more highly rated securities, which react primarily to movements
in the general level of interest rates. Debt securities in the lowest rating
categories may involve a substantial risk of default or may be in default.
Changes in economic conditions or developments regarding the individual issuer
are more likely to cause price volatility and weaken the capacity of the issuer
of such securities to make principal and interest payments than is the case for
higher-grade debt securities. An economic downturn affecting the issuer may
result in an increased incidence of default. The market for lower-rated
securities may be thinner and less active than for higher-rated securities.
Pricing of thinly traded securities requires greater judgment than pricing of
securities for which market transactions are regularly reported. The Manager
will invest in lower-rated securities only when it concludes that the
anticipated return on such an investment to Neuberger Berman Dividend Growth Fund, Neuberger Berman Emerging Markets Equity Fund, Neuberger Berman
Equity Income Fund, Neuberger Berman
Global Real Estate Fund, Neuberger Berman
Integrated Large Cap Fund, Neuberger
Berman International Equity Fund,
Neuberger Berman International Select
Fund, Neuberger Berman International
Small Cap Fund, Neuberger Berman Intrinsic Value Fund, Neuberger Berman Large Cap Value Fund, Neuberger Berman Mid Cap Intrinsic Value Fund, Neuberger Berman
Multi-Cap Opportunities Fund, and
Neuberger Berman Real Estate Fund
warrants exposure to the additional level of risk.
Policies and
Limitations. Each
Fund normally may invest up to 20% of its net assets in debt securities.
Neuberger
Berman Large Cap Value Fund and Neuberger
Berman Mid Cap Intrinsic Value Fund each
may invest up to 15% of its net assets in corporate debt securities rated below
investment grade or Comparable Unrated Securities. Neuberger Berman Emerging Markets Equity Fund, Neuberger Berman
Integrated Large Cap Fund, Neuberger
Berman International Equity Fund,
Neuberger Berman International Select
Fund, and Neuberger Berman International
Small Cap Fund each may invest in domestic and foreign debt securities of
any rating, including those rated below investment grade and Comparable Unrated
Securities.
Subsequent
to its purchase by a Fund, an issue of debt securities may cease to be rated or
its rating may be reduced, so that the securities would no longer be eligible
for purchase by that Fund. In such a case, Neuberger Berman Small Cap Growth Fund and Neuberger Berman
Sustainable Equity Fund each will engage
in an orderly disposition of the downgraded securities. Each other Fund (except
Neuberger Berman Dividend Growth Fund,
Neuberger Berman Emerging Markets Equity
Fund, Neuberger Berman Equity Income
Fund, Neuberger Berman Global Real Estate
Fund, Neuberger Berman Greater China
Equity Fund, Neuberger Berman Integrated
Large Cap Fund, Neuberger Berman International Equity Fund, Neuberger Berman
International Select Fund, Neuberger
Berman Intrinsic Value Fund, Neuberger
Berman Multi-Cap Opportunities Fund, and
Neuberger Berman Real Estate Fund) will
engage in an orderly disposition of the downgraded securities to the
extent necessary to ensure
that the Fund’s holdings of securities rated below investment grade and
Comparable Unrated Securities will not exceed 5% of its net assets (15% in the
case of Neuberger Berman Large Cap Value
Fund and Neuberger Berman Mid Cap Intrinsic
Value Fund). The Manager will make a determination as to whether
Neuberger Berman Greater China Equity
Fund, Neuberger Berman International
Equity Fund and Neuberger Berman International Select Fund should dispose of the
downgraded securities.
There
are no restrictions as to the ratings of debt securities Neuberger Berman Dividend Growth Fund, Neuberger Berman Emerging Markets Equity Fund, Neuberger Berman
Equity Income Fund, Neuberger Berman
Global Real Estate Fund, Neuberger Berman
Integrated Large Cap Fund, Neuberger
Berman Intrinsic Value Fund, Neuberger
Berman Multi-Cap Opportunities Fund, or
Neuberger Berman Real Estate Fund each
may acquire or the portion of its assets each may invest in debt securities in a
particular ratings category.
Foreign
Securities. A Fund may invest in U.S. dollar-denominated
securities of foreign issuers and foreign branches of U.S. banks, including
negotiable certificates of deposit (“CDs”), bankers’ acceptances, and commercial
paper. Foreign issuers are issuers organized and doing business principally
outside the United States and include banks, non-U.S. governments, and
quasi-governmental organizations. Investments in foreign securities involve
sovereign and other risks, in addition to the credit and market risks normally
associated with domestic securities. These risks include the possibility of
adverse political and economic developments (including political or social
instability, nationalization, expropriation, or confiscatory taxation); the
potentially adverse effects of the unavailability of public information
regarding issuers, less governmental supervision and regulation of financial
markets, reduced liquidity of certain financial markets, and the lack of uniform
accounting, auditing, and financial reporting standards or the application of
standards that are different or less stringent than those applied in the United
States; different laws and customs governing securities tracking; and possibly
limited access to the courts to enforce a Fund’s rights as an investor. It
may be difficult to invoke legal process or to enforce contractual obligations
abroad, and it may be especially difficult to sue a foreign government in the
courts of that country.
A Fund
also may invest in equity, debt, or other securities that are denominated in or
indexed to foreign currencies, including (1) common and preferred stocks, (2)
CDs, commercial paper, fixed time deposits, and bankers’ acceptances issued by
foreign banks, (3) obligations of other corporations, and (4) obligations of
foreign governments and their subdivisions, agencies, and instrumentalities,
international agencies, and supranational entities. Investing in foreign
currency denominated securities involves the special risks associated with
investing in non-U.S. issuers, as described in the preceding paragraph, and the
additional risks of (a) adverse changes in foreign exchange rates, (b)
nationalization, expropriation, or confiscatory taxation, and (c) adverse
changes in investment or exchange control regulations (which could prevent cash
from being brought back to the United States). Additionally, dividends and
interest payable on foreign securities (and gains realized on disposition
thereof) may be subject to foreign taxes, including taxes withheld from those
payments. Commissions on foreign securities exchanges are often at fixed rates
and are generally higher than negotiated commissions on U.S. exchanges, although
a Fund endeavors to achieve the most favorable net results on portfolio
transactions.
Foreign
securities often trade with less frequency and in less volume than domestic
securities and therefore may exhibit greater price volatility. Additional costs
associated with an investment in
foreign securities may
include higher custodial fees than apply to domestic custody arrangements and
transaction costs of foreign currency conversions.
Foreign
markets also have different clearance and settlement procedures. In certain
markets, there have been times when settlements have been unable to keep pace
with the volume of securities transactions, making it difficult to conduct such
transactions. Delays in settlement could result in temporary periods when a
portion of the assets of a Fund are uninvested and no return is earned thereon.
The inability of a Fund to make intended security purchases due to settlement
problems could cause the Fund to miss attractive investment opportunities.
Inability to dispose of portfolio securities due to settlement problems could
result in losses to a Fund due to subsequent declines in value of the securities
or, if the Fund has entered into a contract to sell the securities, could result
in possible liability to the purchaser. The inability of a Fund to settle
security purchases or sales due to settlement problems could cause the Fund to
pay additional expenses, such as interest charges.
Securities
of issuers traded on exchanges may be suspended, either by the issuers
themselves, by an exchange or by government authorities. The likelihood of such
suspensions may be higher for securities of issuers in emerging or
less-developed market countries than in countries with more developed markets.
Trading suspensions may be applied from time to time to the securities of
individual issuers for reasons specific to that issuer, or may be applied
broadly by exchanges or governmental authorities in response to market events.
Suspensions may last for significant periods of time, during which trading in
the securities and instruments that reference the securities, such as
participatory notes (or “P-notes”) or other derivative instruments, may be
halted. In the event that a Fund holds material positions in such suspended
securities or instruments, the Fund’s ability to liquidate its positions or
provide liquidity to investors may be compromised and the Fund could incur
significant losses.
Interest
rates prevailing in other countries may affect the prices of foreign securities
and exchange rates for foreign currencies. Local factors, including the strength
of the local economy, the demand for borrowing, the government’s fiscal and
monetary policies, and the international balance of payments, often affect
interest rates in other countries. Individual foreign economies may differ
favorably or unfavorably from the U.S. economy in such respects as growth of
gross national product, rate of inflation, capital reinvestment, resource
self-sufficiency, and balance of payments position.
A Fund
may invest in American Depositary Receipts (“ADRs”), European Depositary
Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) and International
Depositary Receipts (“IDRs”). ADRs (sponsored or unsponsored) are receipts
typically issued by a U.S. bank or trust company evidencing its ownership of the
underlying foreign securities. Most ADRs are denominated in U.S. dollars and are
traded on a U.S. stock exchange. However, they are subject to the risk of
fluctuation in the currency exchange rate if, as is often the case, the
underlying securities are denominated in foreign currency. EDRs are receipts
issued by a European bank evidencing its ownership of the underlying foreign
securities and are often denominated in a foreign currency. GDRs are receipts
issued by either a U.S. or non-U.S. banking institution evidencing its ownership
of the underlying foreign securities and are often denominated in U.S. dollars.
IDRs are receipts typically issued by a foreign bank or trust company evidencing
its ownership of the underlying foreign securities. Depositary receipts involve
many of the same risks of investing directly in foreign securities, including
currency risks and risks of foreign investing.
Issuers
of the securities underlying sponsored depositary receipts, but not unsponsored
depositary receipts, are contractually obligated to disclose material
information in the United States. Therefore, the market value of unsponsored
depositary receipts is less likely to reflect the effect of such
information.
Policies and
Limitations. For the
Funds’ policies and limitations on investing in foreign currency denominated
securities, see “Investment Policies and Limitations -- Foreign Securities”
above. Within those limitations, however, none of the Funds is restricted in the
amount it may invest in securities denominated in any one foreign
currency.
Securities
of Issuers in Emerging Market Countries. The risks described above for foreign
securities may be heightened in connection with investments in emerging market
countries. Historically, the markets of emerging market countries have been more
volatile than the markets of developed countries, reflecting the greater
uncertainties of investing in less established markets and economies. In
particular, emerging market countries may have less stable governments; may
present the risks of nationalization of businesses, restrictions on foreign
ownership and prohibitions on the repatriation of assets; and may have less
protection of property rights than more developed countries. The economies of
emerging market countries may be reliant on only a few industries, may be highly
vulnerable to changes in local or global trade conditions and may suffer from
high and volatile debt burdens or inflation rates. Local securities markets may
trade a small number of securities and may be unable to respond effectively to
increases in trading volume, potentially making prompt liquidation of holdings
difficult or impossible at times.
In
determining where an issuer of a security is based, the Manager may consider
such factors as where the company is legally organized, maintains its principal
corporate offices and/or conducts its principal operations.
Additional
costs could be incurred in connection with a Fund’s investment activities
outside the United States. Brokerage commissions may be higher outside the
United States, and a Fund will bear certain expenses in connection with its
currency transactions. Furthermore, increased custodian costs may be associated
with maintaining assets in certain jurisdictions.
Certain
risk factors related to emerging market countries include:
Currency fluctuations. A Fund’s
investments may be valued in currencies other than the U.S. dollar. Certain
emerging market countries’ currencies have experienced and may in the future
experience significant declines against the U.S. dollar. For example, if the
U.S. dollar appreciates against foreign currencies, the value of a Fund’s
securities holdings would generally depreciate and vice versa. Consistent with
its investment objective, a Fund can engage in certain currency transactions to
hedge against currency fluctuations. See “Forward Foreign Currency
Transactions.” After a Fund has distributed income, subsequent foreign currency
losses may result in the Fund’s having distributed more income in a particular
fiscal period than was available from investment income, which could result in a
return of capital to shareholders.
Government regulation. The political,
economic and social structures of certain developing countries may be more
volatile and less developed than those in the United States. Certain emerging
market countries lack uniform accounting, auditing and financial reporting
standards, have less
governmental supervision
of financial markets than in the United States, and do not honor legal rights
enjoyed in the United States. Certain governments may be more unstable and
present greater risks of nationalization or restrictions on foreign ownership of
local companies.
Repatriation
of investment income, capital and the proceeds of sales by foreign investors may
require governmental registration and/or approval in some emerging market
countries. While a Fund will only invest in markets where these restrictions are
considered acceptable by the Manager, a country could impose new or additional
repatriation restrictions after the Fund’s investment. If this happened, a
Fund’s response might include, among other things, applying to the appropriate
authorities for a waiver of the restrictions or engaging in transactions in
other markets designed to offset the risks of decline in that country. Such
restrictions will be considered in relation to a Fund’s liquidity needs and all
other positive and negative factors. Further, some attractive equity securities
may not be available to a Fund, or a Fund may have to pay a premium to purchase
those equity securities, due to foreign shareholders already holding the maximum
amount legally permissible.
While
government involvement in the private sector varies in degree among emerging
market countries, such involvement may in some cases include government
ownership of companies in certain sectors, wage and price controls or imposition
of trade barriers and other protectionist measures. With respect to any emerging
market country, there is no guarantee that some future economic or political
crisis will not lead to price controls, forced mergers of companies,
expropriation, or creation of government monopolies to the possible detriment of
a Fund’s investments.
Less developed securities markets.
Emerging market countries may have less well developed securities markets and
exchanges. These markets have lower trading volumes than the securities markets
of more developed countries. These markets may be unable to respond effectively
to increases in trading volume. Consequently, these markets may be substantially
less liquid than those of more developed countries, and the securities of
issuers located in these markets may have limited marketability. These factors
may make prompt liquidation of substantial portfolio holdings difficult or
impossible at times.
Settlement risks. Settlement systems in
emerging market countries are generally less well organized than developed
markets. Supervisory authorities may also be unable to apply standards
comparable to those in developed markets. Thus, there may be risks that
settlement may be delayed and that cash or securities belonging to a Fund may be
in jeopardy because of failures of or defects in the systems. In particular,
market practice may require that payment be made before receipt of the security
being purchased or that delivery of a security be made before payment is
received. In such cases, default by a broker or bank (the “counterparty”)
through whom the transaction is effected might cause the Fund to suffer a loss.
A Fund will seek, where possible, to use counterparties whose financial status
is such that this risk is reduced. However, there can be no certainty that a
Fund will be successful in eliminating this risk, particularly as counterparties
operating in emerging market countries frequently lack the substance or
financial resources of those in developed countries. There may also be a danger
that, because of uncertainties in the operation of settlement systems in
individual markets, competing claims may arise with respect to securities held
by or to be transferred to a Fund.
Investor information. A Fund may
encounter problems assessing investment opportunities in certain emerging market
securities markets in light of limitations on available information and
different accounting, auditing and financial reporting standards. In such
circumstances, the Manager
will seek alternative
sources of information, and to the extent it may not be satisfied with the
sufficiency of the information obtained with respect to a particular market or
security, a Fund will not invest in such market or security.
Taxation. Taxation of dividends
received, and net capital gains realized, by non-residents on securities issued
in emerging market countries varies among those countries, and, in some cases,
the applicable tax rate is comparatively high. In addition, emerging market
countries typically have less well-defined tax laws and procedures than
developed countries, and such laws and procedures may permit retroactive
taxation, so that a Fund could in the future become subject to local tax
liability that it had not reasonably anticipated in conducting its investment
activities or valuing its assets.
Litigation. A Fund and its shareholders
may encounter substantial difficulties in obtaining and enforcing judgments
against non-U.S. resident individuals and companies.
Fraudulent securities. Securities
purchased by a Fund may subsequently be found to be fraudulent or counterfeit,
resulting in a loss to the Fund.
Risks of Investing in Frontier Emerging Market
Countries. Frontier emerging market countries are countries that have
smaller economies or less developed capital markets than traditional emerging
markets. Frontier emerging market countries tend to have relatively low
gross national product per capita compared to the larger
traditionally-recognized emerging markets. The frontier emerging market
countries include the least developed countries even by emerging markets
standards. The risks of investments in frontier emerging market countries
include all the risks described above for investment in foreign securities and
emerging markets, although these risks are magnified in the case of frontier
emerging market countries.
Fund of Funds
Structure. Section 12(d)(1)(A) of the 1940 Act, in relevant
part, prohibits a registered investment company from acquiring shares of an
investment company if after such acquisition the securities represent more than
3% of the total outstanding voting stock of the acquired company, more than 5%
of the total assets of the acquiring company, or, together with the securities
of any other investment companies, more than 10% of the total assets of the
acquiring company except in reliance on certain exceptions contained in the 1940
Act and the rules and regulations thereunder. Pursuant to an exemptive
order from the SEC, each Fund is permitted to invest in both affiliated and
unaffiliated investment companies, including ETFs (“underlying funds”) in excess
of the limits in Section 12 of the 1940 Act subject to the terms and conditions
of such order. Even in the absence of an exemptive order, a Fund may
exceed these limits when investing in shares of an ETF, subject to the terms and
conditions of an exemptive order from the SEC obtained by the ETF that permits
an investing fund, such as a Fund, to invest in the ETF in excess of the limits
described above.
The
Manager may be deemed to have a conflict of interest when determining whether to
invest or maintain a Fund’s assets in affiliated underlying funds. The
Manager would seek to mitigate this conflict of interest, however, by
undertaking to waive a portion of a Fund’s advisory fee equal to the advisory
fee it receives from affiliated underlying funds on the Fund’s assets invested
in those affiliated underlying funds. The Manager and its affiliates may derive
indirect benefits such as increased assets under management from investing Fund
assets in an affiliated underlying fund, which benefits would not be present if
investments were made in unaffiliated underlying funds. In addition,
although the Manager will waive a portion of a Fund’s advisory fee (as
previously described), the
Fund will indirectly bear
its pro rata share of an affiliated underlying fund’s other fees and expenses,
and such fees and expenses may be paid to the Manager or its affiliates or a
third party.
Futures
Contracts, Options on Futures Contracts, Options on Securities and Indices,
Forward Currency Contracts, Options on Foreign Currencies, and Swap Agreements
(collectively, “Financial Instruments”). Financial Instruments are instruments whose
value is dependent upon the value of an underlying asset or assets, which may
include stocks, bonds, commodities, interest rates, currency exchange rates, or
related indices. As described below, Financial Instruments may be used for
"hedging" purposes, meaning that they may be used in an effort to offset a
decline in value in a Fund's other investments, which could result from changes
in interest rates, market prices, currency fluctuations, or other market
factors. Financial Instruments may also be used for non-hedging purposes
in an effort to implement a cash management strategy, to enhance income or gain,
to manage or adjust the risk profile of a Fund or the risk of individual
positions, to gain exposure more efficiently than through a direct purchase of
the underlying security, or to gain exposure to securities, markets, sectors or
geographical areas.
The
Dodd-Frank Act requires the SEC and the Commodity Futures Trading Commission
(“CFTC”) to establish new regulations with respect to derivatives defined as
security-based swaps (e.g., derivatives based on an equity or a narrowly based
equity index) and swaps (e.g., derivatives based on a broad-based index or
commodity), respectively, and the markets in which these instruments trade. In
addition, it subjected all security-based swaps and swaps to SEC and CFTC
jurisdiction, respectively.
The SEC
recently voted to adopt Rule 18f-4 under the 1940 Act which will regulate the
use of derivatives for certain funds registered under the Investment Company Act
(‘‘Rule 18f-4’’). Unless the Fund
qualifies as a ‘‘limited derivatives user’’ as defined in Rule 18f-4, Rule 18f-4
would, among other things, require the Fund to establish a comprehensive
derivatives risk management program, to comply with certain value-at-risk based
leverage limits, to appoint a derivatives risk manager and to provide additional
disclosure both publicly and to the SEC regarding its derivatives positions. For
funds that qualify as limited derivatives users, Rule 18f-4 requires a fund to
have policies and procedures to manage its aggregate derivatives risk. These
requirements could have an impact on the Fund, including a potential increase in
cost to enter into derivatives transactions. The full impact of Rule 18f-4 on
the Fund remains uncertain, however, due to the compliance timeline within Rule
18f-4, it is unlikely that the Fund will be required to fully comply with the
requirements until 2022.
Futures
Contracts and Options on Futures Contracts. A Fund may purchase and sell futures
contracts (sometimes referred to as “futures”) and options thereon for hedging
purposes (i.e., to attempt to offset against changes in the prices of securities
or, in the case of foreign currency futures and options thereon, to attempt to
offset against changes in prevailing currency exchange rates) or non-hedging
purposes.
A
“purchase” of a futures contract (or entering into a “long” futures position)
entails the buyer’s assumption of a contractual obligation to take delivery of
the instrument underlying the contract at a specified price at a specified
future time. A “sale” of a futures contract (or entering into a “short” futures
position) entails the seller’s assumption of a contractual obligation to make
delivery of the instrument underlying the contract at a specified price at a
specified future time.
The
value of a futures contract tends to increase or decrease in tandem with the
value of its underlying instrument. Therefore, purchasing futures contracts will
tend to increase a Fund’s exposure to positive and negative price fluctuations
in the underlying instrument, much as if the Fund had purchased the underlying
instrument directly. A Fund may purchase futures contracts to fix what the
Manager believes to be a favorable price for securities the Fund intends to
purchase. When a Fund sells a futures contract, by contrast, the value of its
futures position will tend to move in a direction contrary to the market for the
underlying instrument. Selling futures contracts, therefore, will tend to offset
both positive and negative market price changes, much as if the Fund had sold
the underlying instrument. A Fund may sell futures contracts to offset a
possible decline in the value of its portfolio securities. In addition, a Fund
may purchase or sell futures contracts with a greater or lesser value than the
securities it wishes to hedge to attempt to compensate for anticipated
differences in volatility between positions a Fund may wish to hedge and the
standardized futures contracts available to it, although this may not be
successful in all cases. Further, a loss incurred on a particular
transaction being used as a hedge does not mean that it failed to achieve its
objective, if the goal was to prevent a worse loss that may have resulted had a
particular securities or cash market investment suffered a substantial loss and
there were no offsetting hedge.
Certain
futures, including index futures and futures not calling for the physical
delivery or acquisition of the instrument underlying the contract, are settled
on a net cash payment basis rather than by the delivery of the underlying
instrument. In addition, although futures contracts by their terms may
call for the physical delivery or acquisition of the instrument underlying the
contract, in most cases the contractual obligation is extinguished by being
closed out before the expiration of the contract. A futures position is closed
out by buying (to close out an earlier sale) or selling (to close out an earlier
purchase) an identical futures contract calling for delivery in the same month.
This may result in a profit or loss. While futures contracts entered into by a
Fund will usually be liquidated in this manner, a Fund may instead make or take
delivery of the underlying instrument or utilize the cash settlement process
whenever it appears economically advantageous for it to do so.
Because
the futures markets may be more liquid than the cash markets, the use of futures
contracts permits a Fund to enhance portfolio liquidity and maintain a defensive
position without having to sell portfolio securities. For example, (i) futures
contracts on single stocks, interest rates and indices (including on
narrow-based indices) and options thereon may be used as a maturity or duration
management device and/or a device to reduce risk or preserve total return in an
adverse environment for the hedged securities, and (ii) foreign currency futures
and options thereon may be used as a means of establishing more definitely the
effective return on, or the purchase price of, securities denominated in foreign
currencies that are held or intended to be acquired by a Fund.
For
purposes of managing cash flow, a Fund may use futures and options thereon to
increase its exposure to the performance of a recognized securities index.
With
respect to currency futures, a Fund may sell a currency futures contract or a
call option thereon, or may purchase a put option on a currency futures
contract, if the Manager anticipates that exchange rates for a particular
currency will fall. Such a transaction will be used as a hedge (or, in the case
of a sale of a call option, a partial hedge) against a decrease in the value of
portfolio securities denominated in that currency. If the Manager anticipates
that exchange rates for a particular currency will rise, a Fund may purchase a
currency futures contract or a call option thereon to protect against an
increase in the price of securities that are denominated in that currency and
that the Fund intends
to purchase. A Fund also
may purchase a currency futures contract or a call option thereon for
non-hedging purposes when the Manager anticipates that a particular currency
will appreciate in value, but securities denominated in that currency do not
present attractive investment opportunities and are not held in the Fund’s
investment portfolio.
“Initial
Margin” with respect to a futures contract is the amount of assets that must be
deposited by a Fund with, or for the benefit of, a futures commission merchant
or broker in order to initiate the Fund’s futures positions. Initial
margin is the margin deposit made by a Fund when it enters into a futures
contract; it is intended to assure performance of the contract by the Fund. If
the value of the Fund’s futures account declines by a specified amount, the Fund
will receive a margin call and be required to post assets sufficient to restore
the equity in the account to the initial margin level. (This is sometimes
referred to as “variation margin;” technically, variation margin refers to daily
payments that a clearing member firm is required to pay to the clearing
organization based upon marking to market of the firm’s portfolio.)
However, if favorable price changes in the futures account cause the margin
deposit to exceed the required initial margin level, the excess margin may be
transferred to the Fund. The futures commission merchant or clearing member firm
through which a Fund enters into and clears futures contracts may require a
margin deposit in excess of exchange minimum requirements based upon its
assessment of a Fund’s creditworthiness. In computing its NAV, a Fund will
mark to market the value of its open futures positions. A Fund also must
make margin deposits with respect to options on futures that it has written (but
not with respect to options on futures that it has purchased, if the Fund has
paid the required premium in full at the outset). If the futures commission
merchant or broker holding the margin deposit or premium goes bankrupt, a Fund
could suffer a delay in recovering excess margin or other funds and could
ultimately suffer a loss.
Because
of the low margin deposits required, futures trading involves an extremely high
degree of leverage; as a result, a relatively small price movement in a futures
contract may result in immediate and substantial loss, or gain, to the investor.
Losses that may arise from certain futures transactions are potentially
unlimited, and may exceed initial margin deposits as well as deposits made in
response to subsequent margin calls.
A Fund
may enter into futures contracts and options thereon that are traded on
exchanges regulated by the CFTC or on non-U.S. exchanges. U.S. futures contracts
are traded on exchanges that have been designated as “contract markets” by the
CFTC; futures transactions must be executed through a futures commission
merchant that is a member of the relevant contract market. Futures
executed on regulated futures exchanges have minimal counterparty risk to a Fund
because the exchange's clearing organization assumes the position of the
counterparty in each transaction. Thus, a Fund is exposed to risk only in
connection with the clearing organization and not in connection with the
original counterparty to the transaction. However, if a futures customer
defaults on a futures contract and the futures commission merchant carrying that
customer’s account cannot cover the defaulting customer’s obligations on its
futures contracts, the clearing organization may use any or all of the
collateral in the futures commission merchant’s customer omnibus account —
including the assets of the futures commission merchant’s other customers, such
as a Fund — to meet the defaulting customer’s obligations. This is
sometimes referred to as "fellow customer risk." Trading on non-U.S.
exchanges is subject to the legal requirements of the jurisdiction in which the
exchange is located and to the rules of such exchange, and may not involve a
clearing mechanism and related guarantees. Funds deposited in connection with
such trading may also be subject to the bankruptcy laws of such other
jurisdiction, which may
result in a delay in recovering such funds in a bankruptcy and could ultimately
result in a loss.
An
option on a futures contract gives the purchaser the right, in return for the
premium paid, to assume a position in the contract (a long position if the
option is a call and a short position if the option is a put) at a specified
exercise price at any time during the option exercise period. The writer of the
option is required upon exercise to assume a short futures position (if the
option is a call) or a long futures position (if the option is a put). Upon
exercise of the option, the accumulated cash balance in the writer’s futures
margin account is delivered to the holder of the option. That balance represents
the amount by which the market price of the futures contract at exercise
exceeds, in the case of a call, or is less than, in the case of a put, the
exercise price of the option. Options on futures have characteristics and risks
similar to those of securities options, as discussed herein.
Although a
Fund believes that the use of futures contracts and options may benefit it, if
the Manager’s judgment about the general direction of the markets or about
interest rate or currency exchange rate trends is incorrect, the Fund’s overall
return would be lower than if it had not entered into any such contracts. The
prices of futures contracts and options are volatile and are influenced by,
among other things, actual and anticipated changes in interest or currency
exchange rates, which in turn are affected by fiscal and monetary policies and
by national and international political and economic events. At best, the
correlation between changes in prices of futures contracts or options and of
securities being hedged can be only approximate due to differences between the
futures and securities markets or differences between the securities or
currencies underlying a Fund’s futures or options position and the securities
held by or to be purchased for the Fund. The currency futures or options market
may be dominated by short-term traders seeking to profit from changes in
exchange rates. This would reduce the value of such contracts used for hedging
purposes over a short-term period. Such distortions are generally minor and
would diminish as the contract approaches maturity.
Under
certain circumstances, futures exchanges may limit the amount of fluctuation in
the price of a futures contract or option thereon during a single trading day;
once the daily limit has been reached, no trades may be made on that day at a
price beyond that limit. Daily limits govern only price movements during a
particular trading day, however; they do not limit potential losses. In fact, a
daily limit may increase the risk of loss, because prices can move to the daily
limit for several consecutive trading days with little or no trading, thereby
preventing liquidation of unfavorable futures and options positions and
subjecting traders to substantial losses. If this were to happen with
respect to a position held by a Fund, it could (depending on the size of the
position) have an adverse impact on the Fund’s NAV. In addition, a Fund would
continue to be subject to margin calls and might be required to maintain the
position being hedged by the futures contract or option thereon or to maintain
cash or securities in a segregated account.
Many
electronic trading facilities that support futures trading are supported by
computer-based component systems for the order, routing, execution, matching,
registration or clearing of trades. A Fund’s ability to recover certain losses
may be subject to limits on liability imposed by the system provider, the
market, the clearing house or member firms.
Call Options
on Securities. A Fund may
write (sell) covered call options and purchase call options on securities for
hedging purposes (i.e., to attempt to reduce, at least in part, the effect on
the Fund’s NAV of price fluctuations of securities held by the Fund) or
non-hedging purposes. When
writing call options, a
Fund writes only “covered” call options. A call option is “covered” if a Fund
simultaneously holds an equivalent position in the security underlying the
option. Portfolio securities on which a Fund may write and purchase call
options are purchased solely on the basis of investment considerations
consistent with the Fund’s investment objective.
When a
Fund writes a call option, it is obligated to sell a security to a purchaser at
a specified price at any time until a certain date if the purchaser decides to
exercise the option. A Fund will receive a premium for writing a call option. So
long as the obligation of the call option continues, a Fund may be assigned an
exercise notice, requiring it to deliver the underlying security against payment
of the exercise price. A Fund may be obligated to deliver securities underlying
an option at less than the market price.
The
writing of covered call options is a conservative investment technique that is
believed to involve relatively little risk (in contrast to the writing of
“naked” or uncovered call options, which the Funds will not do), but is capable
of enhancing a Fund’s total return. When writing a covered call option, a Fund,
in return for the premium, gives up the opportunity for profit from a price
increase in the underlying security above the exercise price, but retains the
risk of loss should the price of the security decline.
If a
call option that a Fund has written expires unexercised, the Fund will realize a
gain in the amount of the premium; however, that gain may be offset by a decline
in the market value of the underlying security during the option period. If a
call option that a Fund has written is exercised, the Fund will realize a gain
or loss from the sale of the underlying security.
When a
Fund purchases a call option, it pays a premium to the writer for the right to
purchase a security from the writer for a specified amount at any time until a
certain date. A Fund generally would purchase a call option to offset a
previously written call option or to protect itself against an increase in the
price of a security it intends to purchase.
Put Options
on Securities. A Fund may
write (sell) and purchase put options on securities for hedging purposes (i.e.,
to attempt to reduce, at least in part, the effect on the Fund’s NAV of price
fluctuations of securities held by the Fund) or non-hedging purposes. Portfolio
securities on which a Fund may write and purchase put options are purchased
solely on the basis of investment considerations consistent with the Fund’s
investment objective.
When a
Fund writes a put option, it is obligated to acquire a security at a certain
price at any time until a certain date if the purchaser decides to exercise the
option. A Fund will receive a premium for writing a put option. When writing a
put option, a Fund, in return for the premium, takes the risk that it must
purchase the underlying security at a price that may be higher than the current
market price of the security. If a put option that a Fund has written expires
unexercised, the Fund will realize a gain in the amount of the premium.
When a
Fund purchases a put option, it pays a premium to the writer for the right to
sell a security to the writer for a specified amount at any time until a certain
date. A Fund generally would purchase a put option to protect itself against a
decrease in the market value of a security it owns.
Low Exercise
Price Options. A Fund may use non-standard warrants, including low
exercise price options (“LEPOs”), to gain exposure to issuers in certain
countries. These securities are issued by banks and other financial
institutions. LEPOs are different from standard warrants in that they do not
give their holders the right to receive a security of the issuer upon exercise.
Rather, LEPOs pay the holder the difference in price of the underlying security
between the date the LEPO was purchased and the date it is sold. By purchasing
LEPOs, a Fund could incur losses because it would face many of the same types of
risks as owning the underlying security directly. Additionally, LEPOs entail the
same risks as other over-the-counter derivatives. These include the risk that
the counterparty or issuer of the LEPO may be unable or unwilling to make
payments or to otherwise honor its obligations, that the parties to the
transaction may disagree as to the meaning or application of contractual terms,
or that the instrument may not perform as expected. Additionally, while LEPOs
may be listed on an exchange, there is no guarantee that a liquid market will
exist or that the counterparty or issuer of a LEPO will be willing to repurchase
such instrument when a Fund wishes to sell it.
General
Information About Options on Securities. The exercise price of an
option may be below, equal to, or above the market value of the underlying
security at the time the option is written. Options normally have expiration
dates between three and nine months from the date written. American-style
options are exercisable at any time prior to their expiration date.
European-style options are exercisable only immediately prior to their
expiration date. The obligation under any option written by a Fund terminates
upon expiration of the option or, at an earlier time, when the Fund offsets the
option by entering into a “closing purchase transaction” to purchase an option
of the same series. If an option is purchased by a Fund and is never exercised
or closed out, the Fund will lose the entire amount of the premium paid.
Options
are traded both on U.S. national securities exchanges and in the
over-the-counter (“OTC”) market. Options also are traded on non-U.S. exchanges.
Exchange-traded options are issued by a clearing organization affiliated with
the exchange on which the option is listed; the clearing organization in effect
guarantees completion of every exchange-traded option. In contrast, OTC options
are contracts between a Fund and a counterparty, with no clearing organization
guarantee. Thus, when a Fund sells (or purchases) an OTC option, it generally
will be able to “close out” the option prior to its expiration only by entering
into a closing transaction with the dealer to whom (or from whom) the Fund
originally sold (or purchased) the option. There can be no assurance that a Fund
would be able to liquidate an OTC option at any time prior to expiration. Unless
a Fund is able to effect a closing purchase transaction in a covered OTC call
option it has written, it will not be able to liquidate securities used as cover
until the option expires or is exercised or until different cover is
substituted. In the event of the counterparty’s insolvency, a Fund may be unable
to liquidate its options position and the associated cover. The Manager monitors
the creditworthiness of dealers with which a Fund may engage in OTC options
transactions.
The
premium a Fund receives (or pays) when it writes (or purchases) an option is the
amount at which the option is currently traded on the applicable market. The
premium may reflect, among other things, the current market price of the
underlying security, the relationship of the exercise price to the market price,
the historical price volatility of the underlying security, the length of the
option period, the general supply of and demand for credit, and the interest
rate environment. The premium
a
Fund receives when it writes an option is recorded as a liability on the Fund’s
statement of assets and liabilities. This liability is adjusted daily to the
option’s current market value.
Closing
transactions are effected in order to realize a profit (or minimize a loss) on
an outstanding option, to prevent an underlying security from being called, or
to permit the sale or the put of the underlying security. Furthermore, effecting
a closing transaction permits a Fund to write another call option on the
underlying security with a different exercise price or expiration date or both.
There is, of course, no assurance that a Fund will be able to effect closing
transactions at favorable prices. If a Fund cannot enter into such a
transaction, it may be required to hold a security that it might otherwise have
sold (or purchase a security that it might otherwise not have bought), in which
case it would continue to be at market risk on the security.
A Fund
will realize a profit or loss from a closing purchase transaction if the cost of
the transaction is less or more than the premium received from writing the call
or put option. Because increases in the market price of a call option generally
reflect increases in the market price of the underlying security, any loss
resulting from the repurchase of a call option is likely to be offset, in whole
or in part, by appreciation of the underlying security owned by the Fund;
however, the Fund could be in a less advantageous position than if it had not
written the call option.
A Fund
pays brokerage commissions or spreads in connection with purchasing or writing
options, including those used to close out existing positions. From time to
time, a Fund may purchase an underlying security for delivery in accordance with
an exercise notice of a call option assigned to it, rather than deliver the
security from its inventory. In those cases, additional brokerage commissions
are incurred.
The
hours of trading for options may not conform to the hours during which the
underlying securities are traded. To the extent that the options markets close
before the markets for the underlying securities close, significant price and
rate movements can take place in the underlying markets that cannot be reflected
in the options markets.
Policies and
Limitations. The assets used as cover (or segregated) for illiquid
OTC options written by a Fund will be considered illiquid and thus subject to
the Fund’s 15% limitation on illiquid securities, unless such OTC options are
sold to qualified dealers who agree that the Fund may repurchase such OTC
options it writes at a maximum price to be calculated by a formula set forth in
the option agreement. The cover for an illiquid OTC call option written subject
to this procedure will be considered illiquid only to the extent that the
maximum repurchase price under the formula exceeds the intrinsic value of the
option.
Put and Call
Options on Securities Indices and Other Financial Indices. A Fund
may write (sell) and purchase put and call options on securities indices and
other financial indices for hedging or non-hedging purposes. In so doing, a Fund
can pursue many of the same objectives it would pursue through the purchase and
sale of options on individual securities or other instruments.
Options
on securities indices and other financial indices are similar to options on a
security or other instrument except that, rather than settling by physical
delivery of the underlying instrument, options on indices settle by cash
settlement; that is, an option on an index gives the holder the right to
receive, upon exercise of the option, an amount of cash if the closing level of
the index upon which
the option is based is
greater than, in the case of a call, or is less than, in the case of a put, the
exercise price of the option (except if, in the case of an OTC option, physical
delivery is specified). This amount of cash is equal to the difference between
the closing price of the index and the exercise price of the option times a
specified multiple (multiplier), which determines the total dollar value for
each point of such difference. The seller of the option is obligated, in return
for the premium received, to make delivery of this amount.
A
securities index fluctuates with changes in the market values of the securities
included in the index. The gain or loss on an option on an index depends
on price movements in the instruments comprising the market, market segment,
industry or other composite on which the underlying index is based, rather than
price movements in individual securities, as is the case with respect to options
on securities. The risks of investment in options on indices may be greater than
the risks of investment in options on securities.
The
effectiveness of hedging through the purchase of securities index options will
depend upon the extent to which price movements in the securities being hedged
correlate with price movements in the selected securities index. Perfect
correlation is not possible because the securities held or to be acquired by a
Fund will not exactly match the composition of the securities indices on which
options are available.
For
purposes of managing cash flow, a Fund may purchase put and call options on
securities indices to increase its exposure to the performance of a recognized
securities index.
Securities
index options have characteristics and risks similar to those of securities
options, as discussed herein. Certain securities index options are traded in the
OTC market and involve liquidity and credit risks that may not be present in the
case of exchange-traded securities index options.
Options on
Foreign Currencies. A Fund
may write (sell) and purchase covered call and put options on foreign currencies
for hedging or non-hedging purposes. A Fund may use options on foreign
currencies to protect against decreases in the U.S. dollar value of securities
held or increases in the U.S. dollar cost of securities to be acquired by the
Fund or to protect the U.S. dollar equivalent of dividends, interest, or other
payments on those securities. In addition, a Fund may write and purchase covered
call and put options on foreign currencies for non-hedging purposes (e.g., when
the Manager anticipates that a foreign currency will appreciate or depreciate in
value, but securities denominated in that currency do not present attractive
investment opportunities and are not held in the Fund’s investment portfolio). A
Fund may write covered call and put options on any currency in order to realize
greater income than would be realized on portfolio securities alone.
Currency
options have characteristics and risks similar to those of securities options,
as discussed herein. Certain options on foreign currencies are traded on the OTC
market and involve liquidity and credit risks that may not be present in the
case of exchange-traded currency options.
Forward
Foreign Currency Transactions. A Fund may enter into contracts for
the purchase or sale of a specific currency at a future date, which may be any
fixed number of days in excess of two days from the date of the contract agreed
upon by the parties, at a price set at the time of the contract (“forward
currency contracts”) for hedging or non-hedging purposes. A Fund also may engage
in
foreign currency
transactions on a spot basis (i.e., cash transaction that results in actual
delivery within two days) at the spot rate prevailing in the foreign currency
market.
A Fund
may enter into forward currency contracts in an attempt to hedge against changes
in prevailing currency exchange rates (i.e., as a means of establishing more
definitely the effective return on, or the purchase price of, securities
denominated in foreign currencies). A Fund may also enter into forward currency
contracts to protect against decreases in the U.S. dollar value of securities
held or increases in the U.S. dollar cost of securities to be acquired by a Fund
or to protect the U.S. dollar equivalent of dividends, interest, or other
payments on those securities. In addition, a Fund may enter into forward
currency contracts for non-hedging purposes when the Manager anticipates that a
foreign currency will appreciate or depreciate in value, but securities
denominated in that currency do not present attractive investment opportunities
and are not held in the Fund’s investment portfolio. The cost to a Fund of
engaging in forward currency contracts varies with factors such as the currency
involved, the length of the contract period, and the market conditions then
prevailing.
Sellers
or purchasers of forward currency contracts can enter into offsetting closing
transactions, similar to closing transactions on futures, by purchasing or
selling, respectively, an instrument identical to the instrument sold or bought,
respectively. Secondary markets generally do not exist for forward currency
contracts, however, with the result that closing transactions generally can be
made for forward currency contracts only by negotiating directly with the
counterparty. Thus, there can be no assurance that a Fund will in fact be able
to close out a forward currency contract at a favorable price prior to maturity.
In addition, in the event of insolvency of the counterparty, a Fund might be
unable to close out a forward currency contract at any time prior to maturity.
In either event, the Fund would continue to be subject to market risk with
respect to the position, and would continue to be required to maintain a
position in the securities or currencies that are the subject of the hedge or to
maintain cash or securities.
The
precise matching of forward currency contract amounts and the value of the
securities involved generally will not be possible because the value of such
securities, measured in the foreign currency, will change after the forward
currency contract has been established. Thus, a Fund might need to purchase or
sell foreign currencies in the spot (cash) market to the extent such foreign
currencies are not covered by forward currency contracts. The projection of
short-term currency market movements is extremely difficult, and the successful
execution of a short-term hedging strategy is highly uncertain.
The
Manager believes that the use of foreign currency hedging techniques, including
“proxy-hedges,” can provide significant protection of NAV in the event of a
general increase or decrease in the value of the U.S. dollar against foreign
currencies. For example, the return available from securities denominated in a
particular foreign currency would decline if the value of the U.S. dollar
increased against that currency. Such a decline could be partially or completely
offset by an increase in the value of a hedge involving a forward currency
contract to sell that foreign currency or a proxy-hedge involving a forward
currency contract to sell a different foreign currency whose behavior is
expected to resemble the behavior of the currency in which the securities being
hedged are denominated but which is available on more advantageous terms.
However, a
hedge or a proxy-hedge cannot protect against exchange rate risks perfectly and,
if the Manager is incorrect in its judgment of future exchange rate
relationships, a Fund could be in a
less advantageous position
than if such a hedge had not been established. If a Fund uses
proxy-hedging, it may experience losses on both the currency in which it has
invested and the currency used for hedging if the two currencies do not vary
with the expected degree of correlation. Using forward currency contracts to
protect the value of a Fund’s securities against a decline in the value of a
currency does not eliminate fluctuations in the prices of the underlying
securities. Because forward currency contracts may not be traded on an exchange,
the assets used to cover such contracts may be illiquid. A Fund may experience
delays in the settlement of its foreign currency transactions.
Forward
currency contracts in which a Fund may engage include foreign exchange forwards.
The consummation of a foreign exchange forward requires the actual exchange of
the principal amounts of the two currencies in the contract (i.e., settlement on
a physical basis). Because foreign exchange forwards are physically
settled through an exchange of currencies, they are traded in the interbank
market directly between currency traders (usually large commercial banks) and
their customers. A foreign exchange forward generally has no deposit
requirement, and no commissions are charged at any stage for trades; foreign
exchange dealers realize a profit based on the difference (the spread) between
the prices at which they are buying and the prices at which they are selling
various currencies. When a Fund enters into a foreign exchange forward, it
relies on the counterparty to make or take delivery of the underlying currency
at the maturity of the contract. Failure by the counterparty to do so would
result in the loss of any expected benefit of the transaction.
A Fund
may be required to obtain the currency that it must deliver under the foreign
exchange forward through the sale of portfolio securities denominated in such
currency or through conversion of other assets of the Fund into such currency.
When a Fund engages in foreign currency transactions for hedging purposes, it
will not enter into foreign exchange forwards to sell currency or maintain a net
exposure to such contracts if their consummation would obligate the Fund to
deliver an amount of foreign currency materially in excess of the value of its
portfolio securities or other assets denominated in that currency.
Forward currency contracts
in which a Fund may engage also include non-deliverable forwards (“NDFs”). NDFs
are cash-settled, short-term forward contracts on foreign currencies (each a
“Reference Currency”) that are non-convertible and that may be thinly traded or
illiquid. NDFs involve an obligation to pay an amount (the “Settlement
Amount”) equal to the difference between the prevailing market exchange rate for
the Reference Currency and the agreed upon exchange rate (the “NDF Rate”), with
respect to an agreed notional amount. NDFs have a fixing date and a
settlement (delivery) date. The fixing date is the date and time at which
the difference between the prevailing market exchange rate and the agreed upon
exchange rate is calculated. The settlement (delivery) date is the date by which
the payment of the Settlement Amount is due to the party receiving
payment.
Although NDFs are similar to
forward exchange forwards, NDFs do not require physical delivery of the
Reference Currency on the settlement date. Rather, on the settlement date, the
only transfer between the counterparties is the monetary settlement amount
representing the difference between the NDF Rate and the prevailing market
exchange rate. NDFs typically may have terms from one month up to two years and
are settled in U.S. dollars.
NDFs are subject to many of
the risks associated with derivatives in general and forward currency
transactions, including risks associated with fluctuations in foreign currency
and the risk that
the counterparty will fail to fulfill its
obligations. Although NDFs have historically been traded OTC, in the
future, pursuant to the Dodd-Frank Act, they may be exchange-traded. Under
such circumstances, they may be centrally cleared and a secondary market for
them will exist. With respect to NDFs that are centrally-cleared, an
investor could lose margin payments it has deposited with the clearing
organization as well as the net amount of gains not yet paid by the clearing
organization if the clearing organization breaches its obligations under the
NDF, becomes insolvent or goes into bankruptcy. In the event of bankruptcy of
the clearing organization, the investor may be entitled to the net amount of
gains the investor is entitled to receive plus the return of margin owed to it
only in proportion to the amount received by the clearing organization’s other
customers, potentially resulting in losses to the investor. Even if some
NDFs remain traded OTC, they will be subject to margin requirements for
uncleared swaps and counterparty risk common to other swaps, as discussed
below.
A Fund
may purchase securities of an issuer domiciled in a country other than the
country in whose currency the securities are denominated.
Swap
Agreements. A Fund may enter into swap agreements to manage
or gain exposure to particular types of investments (including commodities,
equity securities, interest rates or indices of equity securities in which the
Fund otherwise could not invest efficiently).
Swap
agreements historically have been individually negotiated and structured to
include exposure to a variety of different types of investments or market
factors. Swap agreements are two party contracts entered into primarily by
institutional investors. Swap agreements can vary in term like other
fixed-income investments. Most swap agreements are currently traded
over-the-counter. In a standard “swap” transaction, two parties agree to
exchange one or more payments based, for example, on the returns (or
differentials in rates of return) earned or realized on particular predetermined
investments or instruments (such as securities, indices, or other financial or
economic interests). The gross payments to be exchanged (or “swapped”) between
the parties are calculated with respect to a notional amount, which is the
predetermined dollar principal of the trade representing the hypothetical
underlying quantity upon which payment obligations are computed. If a swap
agreement provides for payment in different currencies, the parties may agree to
exchange the principal amount. A swap also includes an instrument that is
dependent on the occurrence, nonoccurrence or the extent of the occurrence of an
event or contingency associated with a potential financial, economic or
commercial consequence, such as a credit default swap.
Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of a Fund’s investments and its share price and yield. Swap
agreements are subject to liquidity risk, meaning that a Fund may be unable to
sell a swap agreement to a third party at a favorable price. Swap agreements may
involve leverage and may be highly volatile; depending on how they are used,
they may have a considerable impact on a Fund’s performance. The risks of swap
agreements depend upon a Fund’s ability to terminate its swap agreements or
reduce its exposure through offsetting transactions. Swaps are highly
specialized instruments that require investment techniques and risk analyses
different from those associated with stocks, bonds, and other traditional
investments.
Some
swaps currently are, and more in the future will be, centrally cleared. Swaps
that are centrally cleared are subject to the creditworthiness of the clearing
organization involved in the transaction. For example, an investor could lose
margin payments it has deposited with its futures
commission merchant as
well as the net amount of gains not yet paid by the clearing organization if the
clearing organization becomes insolvent or goes into bankruptcy. In the event of
bankruptcy of the clearing organization, the investor may be entitled to the net
amount of gains the investor is entitled to receive plus the return of margin
owed to it only in proportion to the amount received by the clearing
organization’s other customers, potentially resulting in losses to the
investor.
To the
extent a swap is not centrally cleared, the use of a swap involves the risk that
a loss may be sustained as a result of the insolvency or bankruptcy of the
counterparty or the failure of the counterparty to make required payments or
otherwise comply with the terms of the agreement. If a counterparty’s
creditworthiness declines, the value of the swap might decline, potentially
resulting in losses to a Fund. Changing conditions in a particular market area,
whether or not directly related to the referenced assets that underlie the swap
agreement, may have an adverse impact on the creditworthiness of the
counterparty. If a default occurs by the counterparty to such a transaction, a
Fund may have contractual remedies pursuant to the agreements related to the
transaction.
The
swaps market was largely unregulated prior to the enactment of the Dodd-Frank
Act on July 21, 2010. It is possible that developments in the swaps market,
including the issuance of final implementing regulations under the Dodd-Frank
Act, could adversely affect a Fund’s ability to enter into swaps in the OTC
market (or require that certain of such instruments be exchange-traded and
centrally-cleared), or require that a Fund support those trades with collateral,
terminate new or existing swap agreements, or realize amounts to be received
under such instruments. As discussed below, regulations have been adopted by the
CFTC and banking regulators that will require a Fund to post margin on OTC
swaps, and these regulations are currently being phased in and clearing
organizations and exchanges will set minimum margin requirements for
exchange-traded and cleared swaps. Due to these regulations, a Fund could be
required to engage in greater documentation and recordkeeping with respect to
swap agreements.
In
late October of 2015, the Federal Reserve, the Federal Deposit Insurance
Corporation, the Office of the Comptroller of the Currency, the Farm Credit
Administration and the Federal Housing Financing Authority issued final rules
that will require banks subject to their supervision to post and collect
variation and initial margin in respect of their obligations arising under
uncleared swap agreements. The CFTC soon after issued similar rules that would
apply to CFTC registered swap dealers and major swap participants that are not
banks. Such rules, which became effective on March 1, 2017, will generally
require a Fund to segregate additional assets in order to meet the new variation
margin requirements when they enter into uncleared swap agreements. The European
Supervisory Authorities (“ESA”), various national regulators in Europe, the
Australian Securities & Investment Commission, the Japanese Financial
Services Agency and the Canadian Office of the Superintendent of Financial
Institutions adopted rules and regulations that are similar to that of the
Federal Reserve.
Separately,
the CFTC also provided no-action relief allowing investment advisers for
registered investment companies and other institutional investors to apply a
minimum transfer amount (“MTA”) of variation margin based upon the separately
managed investment account or sleeve (“Sleeve”) that the adviser is responsible
for, rather than having to calculate the MTA across all accounts of the
investor. This relief is not time limited, and provides that the CFTC staff will
not recommend an enforcement action against a swap dealer that does not comply
with the MTA requirements in the CFTC’s regulations with respect to one or more
swaps with any legal entity that is the owner of more than one Sleeve, subject
to the following conditions: (1) any such swaps are
entered into with the swap
dealer by an asset manager on behalf of a Sleeve owned by the legal entity
pursuant to authority granted under an investment management agreement; (2) the
swaps of such Sleeve are subject to a master netting agreement that does not
permit netting of initial or variation margin obligations across Sleeves of the
legal entity that have swaps outstanding with the swap dealer; and (3) the swap
dealer applies an MTA no greater than $50,000 to the initial and variation
margin collection and posting obligations required of such Sleeve. The banking
regulators have not provided similar relief, although swaps dealers subject to a
banking regulator are expected to act in a manner consistent with the relief
provided by the CFTC.
Swap agreements can take
many different forms and are known by a variety of names including, but not
limited to, interest rate swaps, mortgage swaps, total return swaps, inflation
swaps, asset swaps (where parties exchange assets, typically a debt security),
currency swaps, equity swaps, credit default swaps, commodity-linked swaps, and
contracts for differences. A Fund may also write (sell) and purchase options on
swaps (swaptions).
Interest Rate Swaps, Mortgage Swaps, and Interest
Rate “Caps,” “Floors,” and “Collars.” In a typical interest rate swap
agreement, one party agrees to make regular payments equal to a floating rate on
a specified amount in exchange for payments equal to a fixed rate, or a
different floating rate, on the same amount for a specified period. Mortgage
swap agreements are similar to interest rate swap agreements, except the
notional principal amount is tied to a reference pool of mortgages or index of
mortgages. In an interest rate cap or floor, one party agrees, usually in return
for a fee, to make payments under particular circumstances. For example, the
purchaser of an interest rate cap has the right to receive payments to the
extent a specified interest rate exceeds an agreed level; the purchaser of an
interest rate floor has the right to receive payments to the extent a specified
interest rate falls below an agreed level. An interest rate collar entitles the
purchaser to receive payments to the extent a specified interest rate falls
outside an agreed range.
Among other techniques, a
Fund may use interest rate swaps to offset declines in the value of fixed income
securities held by the Fund. In such an instance, a Fund may agree with a
counterparty to pay a fixed rate (multiplied by a notional amount) and the
counterparty to pay a floating rate multiplied by the same notional amount. If
long-term interest rates rise, resulting in a diminution in the value of a
Fund’s portfolio, the Fund would receive payments under the swap that would
offset, in whole or in part, such diminution in value; if interest rates fall,
the Fund would likely lose money on the swap transaction. A Fund may also enter
into constant maturity swaps, which are a variation of the typical interest rate
swap. Constant maturity swaps are exposed to changes in long-term interest rate
movements.
Total Return Swaps. A Fund may enter
into total return swaps (“TRS”) to obtain exposure to a security or market
without owning or taking physical custody of such security or market. A Fund may
be either a total return receiver or a total return payer. Generally, the total
return payer sells to the total return receiver an amount equal to all cash
flows and price appreciation on a defined security or asset payable at periodic
times during the swap term (i.e., credit risk) in return for a periodic payment
from the total return receiver based on a designated index (e.g., the London
Interbank Offered Rate, known as LIBOR) and spread, plus the amount of any price
depreciation on the reference security or asset. The total return payer does not
need to own the underlying security or asset to enter into a total return swap.
The final payment at the end of the swap term includes final settlement of the
current
market price of the underlying reference
security or asset, and payment by the applicable party for any appreciation or
depreciation in value. Usually, collateral must be posted by the total return
receiver to secure the periodic interest-based and market price depreciation
payments depending on the credit quality of the underlying reference security
and creditworthiness of the total return receiver, and the collateral amount is
marked-to-market daily equal to the market price of the underlying reference
security or asset between periodic payment dates.
TRS may effectively add
leverage to a Fund’s portfolio because, in addition to its net assets, the Fund
would be subject to investment exposure on the notional amount of the swap. If a
Fund is the total return receiver in a TRS, then the credit risk for an
underlying asset is transferred to the Fund in exchange for its receipt of the
return (appreciation) on that asset. If a Fund is the total return payer, it is
hedging the downside risk of an underlying asset but it is obligated to pay the
amount of any appreciation on that asset.
Inflation Swaps. In an inflation swap, one
party agrees to pay the cumulative percentage increase in a price index, such as
the Consumer Price Index, over the term of the swap (with some lag on the
referenced inflation index) and the other party agrees to pay a compounded fixed
rate. Inflation swaps may be used to protect a Fund’s NAV against an unexpected
change in the rate of inflation measured by an inflation index.
Currency Swaps. A currency swap involves
the exchange by a Fund and another party of the cash flows on a notional amount
of two or more currencies based on the relative value differential among them,
such as exchanging a right to receive a payment in foreign currency for the
right to receive U.S. dollars. A Fund may enter into currency swaps (where the
parties exchange their respective rights to make or receive payments in
specified currencies). Currency swap agreements may be entered into on a net
basis or may involve the delivery of the entire principal value of one
designated currency in exchange for the entire principal value of another
designated currency. In such cases, the entire principal value of a currency
swap is subject to the risk that the counterparty will default on its
contractual delivery obligations.
Equity Swaps. Equity swaps are contracts that
allow one party to exchange the returns, including any dividend income, on an
equity security or group of equity securities for another payment stream. Under
an equity swap, payments may be made at the conclusion of the equity swap or
periodically during its term. An equity swap may be used to invest in a market
without owning or taking physical custody of securities in circumstances in
which direct investment may be restricted for legal reasons or is otherwise
deemed impractical or disadvantageous. Furthermore, equity swaps may be illiquid
and a Fund may be unable to terminate its obligations when desired. In addition,
the value of some components of an equity swap (such as the dividends on a
common stock) may also be sensitive to changes in interest rates.
Credit Default Swaps. In a credit default
swap, the credit default protection buyer makes periodic payments, known as
premiums, to the credit default protection seller. In return, the credit default
protection seller will make a payment to the credit default protection buyer
upon the occurrence of a specified credit event. A credit default swap can refer
to a single issuer or asset, a basket of issuers or assets or index of assets,
each known as the reference entity or underlying asset. A Fund may act as either
the buyer or the seller of a credit default swap. A Fund may buy or sell credit
default protection
on a basket of issuers or assets, even if a
number of the underlying assets referenced in the basket are lower-quality debt
securities. In an unhedged credit default swap, a Fund buys credit default
protection on a single issuer or asset, a basket of issuers or assets or index
of assets without owning the underlying asset or debt issued by the reference
entity. Credit default swaps involve greater and different risks than investing
directly in the referenced asset, because, in addition to market risk, credit
default swaps include liquidity, counterparty and operational risk.
Credit default swaps allow a
Fund to acquire or reduce credit exposure to a particular issuer, asset or
basket of assets. If a swap agreement calls for payments by a Fund, the Fund
must be prepared to make such payments when due. If a Fund is the credit default
protection seller, the Fund will experience a loss if a credit event occurs and
the credit of the reference entity or underlying asset has deteriorated. If a
Fund is the credit default protection buyer, the Fund will be required to pay
premiums to the credit default protection seller. In the case of a physically
settled credit default swap in which a Fund is the protection seller, the Fund
must be prepared to pay par for and take possession of debt of a defaulted
issuer delivered to the Fund by the credit default protection buyer. Any loss
would be offset by the premium payments a Fund receives as the seller of credit
default protection. If a Fund sells (writes) a credit default swap, it currently
intends to segregate the full notional value of the swap, except if the Fund
sells a credit default swap on an index with certain characteristics (i.e., on a
broad based index and cash settled) where the Manager believes segregating only
the amount out of the money more appropriately represents the Fund’s
exposure.
Commodity-Linked Swaps. Commodity-linked
swaps are two party contracts in which the parties agree to exchange the return
or interest rate on one instrument for the return of a particular commodity,
commodity index or commodity futures or options contract. The payment streams
are calculated by reference to an agreed upon notional amount. A one-period swap
contract operates in a manner similar to a forward or futures contract because
there is an agreement to swap a commodity for cash at only one forward date. A
Fund may engage in swap transactions that have more than one period and
therefore more than one exchange of payments. A Fund may invest in total return
commodity swaps to gain exposure to the overall commodity markets. In a total
return commodity swap, a Fund will receive the price appreciation of a commodity
index, a portion of the index, or a single commodity in exchange for paying an
agreed-upon fee. If a commodity swap is for one period, a Fund will pay a fixed
fee, established at the outset of the swap. However, if the term of a commodity
swap is more than one period, with interim swap payments, a Fund will pay an
adjustable or floating fee. With “floating” rate, the fee is pegged to a base
rate such as LIBOR, and is adjusted each period. Therefore, if interest rates
increase over the term of the swap contract, a Fund may be required to pay a
higher fee at each swap reset date.
Contracts for Differences. A Fund may
purchase contracts for differences (“CFDs”). A CFD is a form of equity swap in
which its value is based on the fluctuating value of some underlying instrument
(e.g., a single security, stock basket or index). A CFD is a privately
negotiated contract between two parties, buyer and seller, stipulating that the
seller will pay to or receive from the buyer the difference between the nominal
value of the underlying instrument at the opening of the contract and that
instrument’s value at the end of the contract. The buyer and seller are both
required to post margin, which is adjusted daily, and adverse market movements
against the underlying instrument may require the buyer to make additional
margin payments. The buyer will also pay to the seller a
financing
rate on the notional amount of the capital employed by the seller less the
margin deposit. A CFD is usually terminated at the buyer’s initiative.
A CFD can be set up to take
either a short or long position on the underlying instrument and enables a Fund
to potentially capture movements in the share prices of the underlying
instrument without the need to own the underlying instrument. By entering into a
CFD transaction, a Fund could incur losses because it would face many of the
same types of risks as owning the underlying instrument directly.
As with other types of swap
transactions, CFDs also carry counterparty risk, which is the risk that the
counterparty to the CFD transaction may be unable or unwilling to make payments
or to otherwise honor its financial obligations under the terms of the contract,
that the parties to the transaction may disagree as to the meaning or
application of contractual terms, or that the instrument may not perform as
expected. If the counterparty were to do so, the value of the contract, and of a
Fund’s shares, may be reduced.
Options on Swaps (Swaptions). A swaption is an
option to enter into a swap agreement. The purchaser of a swaption pays a
premium for the option and obtains the right, but not the obligation, to enter
into an underlying swap on agreed-upon terms. The seller of a swaption, in
exchange for the premium, becomes obligated (if the option is exercised) to
enter into an underlying swap on agreed-upon terms. Depending on the terms of
the particular option agreement, a Fund generally will incur a greater degree of
risk when it writes a swaption than when it purchases a swaption. When a Fund
purchases a swaption, it risks losing only the amount of the premium it has paid
should it decide to let the option expire unexercised.
Policies and
Limitations. In accordance with SEC staff requirements, a Fund
will segregate cash or appropriate liquid assets in an amount equal to its
obligations under security-based swap agreements.
Combined
Transactions. A Fund may enter into multiple transactions,
which may include multiple options transactions, multiple interest rate
transactions and any combination of options and interest rate transactions,
instead of a single Financial Instrument, as part of a single or combined
strategy when, in the judgment of the Manager, it is in the best interests of
the Fund to do so. A combined transaction will usually contain elements of risk
that are present in each of its component transactions. Although a Fund will
normally enter into combined transactions based on the Manager’s judgment that
the combined transactions will reduce risk or otherwise more effectively achieve
the desired portfolio management goal, it is possible that the combined
transactions will instead increase risk or hinder achievement of the desired
portfolio management goal.
Regulatory
Limitations on Using Futures, Options on Futures, and Swaps.
The
CFTC has adopted regulations that subject registered investment companies and/or
their investment advisors to regulation by the CFTC if the registered investment
company invests more than a prescribed level of its NAV in commodity futures,
options on commodities or commodity futures, swaps, or other financial
instruments regulated under the Commodities and Exchange Act, or if the
registered investment
company is marketed as a vehicle for obtaining exposure to such commodity
interests.
As
discussed in more detail below, the Advisor has claimed an exclusion from CPO
registration pursuant to CFTC Rule 4.5, with respect to all of the Funds. To
remain eligible for this exclusion, a Fund must comply with certain limitations,
including limits on trading in commodity interests, and restrictions on the
manner in which the Fund markets its commodity interests trading activities.
These limitations may restrict a Fund’s ability to pursue its investment
strategy, increase the costs of implementing its strategy, increase its expenses
and/or adversely affect its total return.
To
qualify for the CFTC Rule 4.5 exclusion, a Fund is permitted to engage in
unlimited “bona fide hedging” (as defined by the CFTC), but if a Fund uses
commodity interests other than for bona fide hedging purposes, the aggregate
initial margin and premiums required to establish these positions, determined at
the time the most recent position was established, may not exceed 5% of the
Fund’s NAV (after taking into account unrealized profits and unrealized losses
on any such positions and excluding the amount by which options that are
“in-the-money” at the time of purchase are “in-the-money”) or, alternatively,
the aggregate net notional value of non-bona fide hedging commodity interest
positions, determined at the time the most recent position was established, may
not exceed 100% of the Fund’s NAV (after taking into account unrealized profits
and unrealized losses on any such positions). In addition to complying with
these de minimis trading limitations, to
qualify for the exclusion, a Fund must satisfy a marketing test, which requires,
among other things, that a Fund not hold itself out as a vehicle for trading
commodity interests.
A Fund
may be exposed to commodity interests indirectly in excess of the de minimis trading limitations described
above. Such exposure may result from a Fund’s investment in other investment
vehicles, such as real estate investment trusts, collateralized loan
obligations, collateralized debt obligations and other securitization vehicles
that may invest directly in commodity interests. These investment vehicles are
referred to collectively as “underlying investment vehicles.” The CFTC treats a
fund as a commodity pool whether it invests in commodity interests directly or
indirectly through its investments in underlying investment vehicles. The CFTC
staff has issued a no-action letter permitting the manager of a fund that
invests in such underlying investment vehicles to defer registering as a CPO or
claiming the exclusion from the CPO definition until six months from the date on
which the CFTC issues additional guidance on the application of the calculation
of the de minimis trading limitations in
the context of the CPO exemption in CFTC Regulation 4.5 (the "Deadline"). Such
guidance is expected to clarify how to calculate compliance with the de minimis trading limitations given a fund's
investments in underlying investment vehicles that may cause the fund to be
deemed to be indirectly trading commodity interests. The Manager has filed the
required notice to claim this no-action relief with respect to each Fund.
In addition, the Manager has claimed an exclusion (under CFTC Regulation 4.5)
from the CPO definition with respect to each Fund. As a result, at this time the
Manager is not required to register as a CPO with respect to any Fund and need
not generally comply with the regulatory requirements otherwise applicable to a
registered CPO. Prior to the Deadline, however, the Manager will determine
with respect to each Fund whether it must operate as a registered CPO or whether
it can rely on an exemption or exclusion from the CPO definition. If the Manager
determines that it can rely on the exclusion in CFTC Regulation 4.5 with respect
to a Fund, then the Manager, in its management of that Fund, will comply with
one of the two alternative de minimis
trading limitations in that regulation. Complying with the de minimis trading limitations may restrict
the Manager's ability to use derivatives as part of a Fund’s investment
strategies. Although the Manager believes that it will
be able to execute each
Fund’s investment strategies within the de
minimis trading limitations, a Fund’s performance could be adversely
affected. If the Manager determines that it cannot rely on the exclusion in CFTC
Regulation 4.5 with respect to a Fund, then the Manager will serve as a
registered CPO with respect to that Fund. CPO regulation would increase the
regulatory requirements to which a Fund is subject and it is expected that it
would increase costs for a Fund.
Pursuant to authority
granted under the Dodd-Frank Act, the Treasury Department issued a notice of
final determination stating that foreign exchange forwards and foreign exchange
swaps, as defined in the Dodd-Frank Act and described above, should not be
considered swaps for most purposes. Thus, foreign exchange forwards and
foreign exchange swaps are not deemed to be commodity interests.
Therefore, if the Manager determines that it can rely on the exclusion in CFTC
Regulation 4.5 with respect to a Fund, the Fund may enter into foreign exchange
forwards and foreign exchange swaps without such transactions counting against
the de minimis trading limitations discussed above. Notwithstanding the
Treasury Department determination, foreign exchange forwards and foreign
exchange swaps (1) must be reported to swap data repositories, (2) may be
subject to business conduct standards, and (3) are subject to antifraud and
anti-manipulation proscriptions of swap execution facilities. In addition,
for purposes of determining whether any Fund may be subject to initial margin
requirements for uncleared swaps, the average daily aggregate notional amount of
a foreign exchange forward or a foreign exchange swap must be included in the
calculation of whether such Fund has a “material swaps exposure” as defined in
the regulations.
In addition, pursuant to the
Dodd-Frank Act and regulations adopted by the CFTC in connection with
implementing the Dodd-Frank Act, NDFs are deemed to be commodity interests,
including for purposes of amended CFTC Regulation 4.5, and are subject to the
full array of regulations under the Dodd-Frank Act. Therefore, if the Manager
determines that it can rely on the exclusion in CFTC Regulation 4.5 with respect
to a Fund, the Fund will limit its investment in NDFs as discussed above.
The staff of the CFTC has
issued guidance providing that, for purposes of determining compliance with CFTC
Regulation 4.5, and the de minimis
trading limitations discussed above, swaps that are centrally-cleared on the
same clearing organization may be netted where appropriate, but no such netting
is permitted for uncleared swaps. To the extent some NDFs remain traded
OTC and are not centrally-cleared, the absolute notional value of all such
transactions, rather than the net notional value, would be counted against
the de minimis trading limitations
discussed above.
Cover for
Financial Instruments. Transactions using Financial
Instruments, other than purchased options, expose a Fund to an obligation to
another party. A Fund will not enter into any such transactions unless it owns
either (1) an offsetting (“covering”) position in securities, currencies or
other options, futures contracts, forward contracts, or swaps, or (2) cash and
liquid assets held in a segregated account, or designated on its records as
segregated, with a value, marked-to-market daily, sufficient to cover its
potential obligations to the extent not covered as provided in (1) above. Each
Fund will comply with SEC guidelines regarding “cover” for Financial Instruments
and, if the guidelines so require, segregate the prescribed amount of cash or
appropriate liquid assets.
Assets
used as cover or held in a segregated account cannot be sold while the position
in the corresponding Financial Instrument is outstanding, unless they are
replaced with other suitable assets. As a result, the segregation of a large
percentage of a Fund’s assets could impede Fund management
or a Fund’s ability to
meet redemption requests or other current obligations. A Fund may be unable to
promptly dispose of assets that cover, or are segregated with respect to, an
illiquid futures, options, forward, or swap position; this inability may result
in a loss to the Fund.
General
Risks of Financial Instruments. The primary risks in using Financial
Instruments are: (1) imperfect correlation or no correlation between
changes in market value of the securities or currencies held or to be acquired
by a Fund and the prices of Financial Instruments; (2) possible lack of a liquid
secondary market for Financial Instruments and the resulting inability to close
out Financial Instruments when desired; (3) the fact that the skills needed to
use Financial Instruments are different from those needed to select a Fund’s
securities; (4) the fact that, although use of Financial Instruments for hedging
purposes can reduce the risk of loss, they also can reduce the opportunity for
gain, or even result in losses, by offsetting favorable price movements in
hedged investments; (5) the possible inability of a Fund to purchase or sell a
portfolio security at a time that would otherwise be favorable for it to do so,
or the possible need for a Fund to sell a portfolio security at a
disadvantageous time, due to its need to maintain cover or to segregate
securities in connection with its use of Financial Instruments; and (6) when
traded on non-U.S. exchanges, Financial Instruments may not be regulated as
rigorously as in the United States. There can be no assurance that a Fund’s use
of Financial Instruments will be successful.
In
addition, Financial Instruments may contain leverage to magnify the exposure to
the underlying asset or assets.
A
Fund’s use of Financial Instruments may be limited by the provisions of the Code
and Treasury Department regulations with which it must comply to continue to
qualify as a RIC. See “Additional Tax Information.” Financial Instruments may
not be available with respect to some currencies, especially those of so-called
emerging market countries.
Policies and
Limitations. When hedging, the Manager intends to reduce the risk
of imperfect correlation by investing only in Financial Instruments whose
behavior is expected to resemble or offset that of a Fund’s underlying
securities or currency. The Manager intends to reduce the risk that a Fund will
be unable to close out Financial Instruments by entering into such transactions
only if the Manager believes there will be an active and liquid secondary
market.
Illiquid
Securities. Generally, an illiquid security is any
investment that may not reasonably be expected to be sold or disposed of in
current market conditions in seven calendar days or less without the sale or
disposition significantly changing the market value of the investment. Illiquid
securities may include unregistered or other restricted securities and
repurchase agreements maturing in greater than seven days. Illiquid securities
may also include commercial paper under section 4(2) of the 1933 Act, and Rule
144A securities (restricted securities that may be traded freely among qualified
institutional buyers pursuant to an exemption from the registration requirements
of the securities laws); these securities are considered illiquid unless the
Manager determines they are liquid. Most such securities held by the Funds are
deemed liquid. Generally, foreign
securities freely tradable in their principal market are not considered
restricted or illiquid even if they are not registered in the United States.
Illiquid securities may be difficult for a Fund to value or dispose of due to
the absence of an active trading market. The sale of some illiquid securities by
a Fund may be subject to legal restrictions, which could be costly to the
Fund.
Policies and
Limitations. For the Funds’ policies and limitations on
illiquid securities, see “Investment Policies and Limitations -- Illiquid
Securities” above.
Indexed
Securities. A Fund may invest in indexed securities whose values
are linked to currencies, interest rates, commodities, indices, or other
financial indicators, domestic or foreign. Most indexed securities are short- to
intermediate-term fixed income securities whose values at maturity or interest
rates rise or fall according to the change in one or more specified underlying
instruments. The value of indexed securities may increase or decrease if the
underlying instrument appreciates, and they may have return characteristics
similar to direct investment in the underlying instrument. An indexed security
may be more volatile than the underlying instrument itself.
Inflation-Indexed
Securities.
Inflation indexed bonds are fixed income securities whose principal value or
coupon (interest payment) is periodically adjusted according to the rate of
inflation. A Fund may invest in inflation indexed securities issued in any
country. Two structures are common. The Treasury Department and some other
issuers use a structure that accrues inflation into the principal value of the
bond. Other issuers pay out the index-based accruals as part of a
semiannual coupon.
A
Fund may invest in Treasury Department inflation-indexed securities, formerly
called “U.S. Treasury Inflation Protected Securities” (“U.S. TIPS”), which are
backed by the full faith and credit of the U.S. Government. The periodic
adjustment of U.S. TIPS is currently tied to the Consumer Price Index for All
Urban Consumers (“CPI-U”), which is calculated by the Bureau of Labor Statistics
(BLS), which is part of the Labor Department. The CPI-U is a measurement of
changes in the cost of living, made up of components such as housing, food,
transportation and energy. Inflation-indexed bonds issued by a non-U.S.
government are generally adjusted to reflect a comparable inflation index,
calculated by that government. There can be no assurance that the CPI-U or any
non-U.S. inflation index will accurately measure the real rate of inflation in
the prices of goods and services. In addition, there can be no assurance that
the rate of inflation in a non-U.S. country will be correlated to the rate of
inflation in the United States. The three-month lag in calculating the CPI-U for
purposes of adjusting the principal value of U.S. TIPS may give rise to risks
under certain circumstances.
Interest
is calculated on the basis of the current adjusted principal value. The
principal value of inflation-indexed securities declines in periods of
deflation, but holders at maturity receive no less than par. However, if a Fund
purchases inflation-indexed securities in the secondary market whose principal
values have been adjusted upward due to inflation since issuance, the fund may
experience a loss if there is a subsequent period of deflation. If inflation is
lower than expected during the period a Fund holds the security, the Fund may
earn less on it than on a conventional bond. A Fund may also invest in other
inflation-related bonds which may or may not provide a guarantee of principal.
If a guarantee of principal is not provided, the adjusted principal value of the
bond repaid at maturity may be less than the original principal amount.
Because
the coupon rate on inflation-indexed securities is lower than fixed-rate
Treasury Department securities, the CPI-U would have to rise at least to the
amount of the difference between the coupon rate of the fixed-rate Treasury
Department issues and the coupon rate of the inflation-indexed securities,
assuming all other factors are equal, in order for such securities to match the
performance of the fixed-rate Treasury Department securities.
Inflation-indexed
securities are expected to react primarily to changes in the “real” interest
rate (i.e., the nominal (or stated) rate
less the rate of inflation), while a typical bond reacts to changes in the
nominal interest rate. Accordingly, inflation-indexed securities have
characteristics of fixed-rate Treasury Department securities having a shorter
duration. Changes in market interest rates from causes other than inflation will
likely affect the market prices of inflation-indexed securities in the same
manner as conventional bonds.
Any
increase in the principal value of an inflation-indexed security is taxable in
the year the increase occurs, even though its holders do not receive cash
representing the increase until the security matures. Because a Fund must
distribute substantially all of its net investment income (including non-cash
income attributable to those principal value increases) and net realized gains
to its shareholders each taxable year to continue to qualify for treatment as a
RIC and to minimize or avoid payment of federal income and excise taxes, a Fund
may have to dispose of other investments under disadvantageous circumstances to
generate cash, or may be required to borrow, to satisfy its distribution
requirements.
The
Treasury Department began issuing inflation-indexed bonds in 1997. Certain
non-U.S. governments, such as the United Kingdom, Canada and Australia, have a
longer history of issuing inflation indexed bonds, and there may be a more
liquid market in certain of these countries for these securities.
Investments
by Funds of Funds or Other Large Shareholders. A Fund may
experience large redemptions or investments due to transactions in Fund shares
by funds of funds, other large shareholders, or similarly managed accounts.
While it is impossible to predict the overall effect of these transactions over
time, there could be an adverse impact on a Fund’s performance. In the event of
such redemptions or investments, a Fund could be required to sell securities or
to invest cash at a time when it may not otherwise desire to do so. Such
transactions may increase a Fund’s brokerage and/or other transaction costs and
affect the liquidity of a Fund’s portfolio. In addition, when funds of funds or
other investors own a substantial portion of a Fund’s shares, a large redemption
by such an investor could cause actual expenses to increase, or could result in
the Fund’s current expenses being allocated over a smaller asset base, leading
to an increase in the Fund’s expense ratio. Redemptions of Fund shares could
also accelerate a Fund’s realization of capital gains (which would be taxable to
its shareholders when distributed to them) if sales of securities needed to fund
the redemptions result in net capital gains. The impact of these transactions is
likely to be greater when a fund of funds or other significant investor
purchases, redeems, or owns a substantial portion of a Fund’s shares. A high
volume of redemption requests can impact a Fund the same way as the transactions
of a single shareholder with substantial investments.
Investing in
the Greater China Region. Investing in the Greater China
region, consisting of Hong Kong, China and Taiwan, among other locations,
involves a high degree of risk and special considerations not typically
associated with investing in more established economies or securities markets.
Such risks may include: (a) social, economic and political uncertainty
(including the risk of armed conflict); (b) the risk of nationalization or
expropriation of assets or confiscatory taxation; (c) dependency on exports and
the corresponding importance of international trade; (d) increasing competition
from Asia’s low-cost emerging economies; (e) greater price volatility and
significantly smaller market capitalization of securities markets; (f)
substantially less liquidity, particularly of certain share classes of mainland
China-listed securities; (g) currency exchange rate fluctuations and
the lack of available currency hedging
instruments; (h) higher rates of inflation; (i) controls on foreign investment
and limitations on repatriation of invested capital and on a Fund’s ability to
exchange local currencies for U.S. dollars; (j) greater governmental involvement
in and control over the economy; (k) uncertainty regarding the Chinese
government’s commitment to economic reforms; (l) the fact that some Chinese
companies may be smaller, less seasoned and newly-organized companies; (m) the
differences in, or lack of, auditing and financial reporting standards which may
result in unavailability of material information about issuers; (n) the fact
that statistical information regarding the economy of the Greater China region
may be inaccurate or not comparable to statistical information regarding the
U.S. or other economies; (o) less extensive, and still developing, legal systems
and regulatory frameworks regarding the securities markets, business entities
and commercial transactions; (p) the fact that the settlement period of
securities transactions in foreign markets may be longer; (q) the fact that it
may be more difficult, or impossible, to obtain and/or enforce a judgment than
in other countries; (r) the rapid and erratic nature of growth, particularly in
mainland China, resulting in inefficiencies and dislocations; (s) economies
characterized by over-extension of credit and rising unemployment; and (t) the
risk that, because of the degree of interconnectivity between the economies and
financial markets of mainland China, Hong Kong and Taiwan, any sizable reduction
in the demand for goods, or an economic downturn, could negatively affect the
surrounding economies and financial markets, as well.
Mainland China is dominated
by the one-party rule of the Communist Party. Investments in China involve the
risk of greater control over the economy, political and legal uncertainties and
currency fluctuations or blockage. The Chinese government exercises significant
control over economic growth through the allocation of resources, controlling
payment of foreign currency denominated obligations, setting monetary policy,
and providing preferential treatment to particular industries or companies. For
over three decades, the Chinese government has been reforming economic and
market practices and providing a larger sphere for private ownership of
property. While currently contributing to growth and prosperity, the government
may decide not to continue to support these economic reform programs and could
possibly return to the completely centrally planned economy that existed prior
to 1978.
As with all transition
economies, mainland China’s ability to develop and sustain a credible legal,
regulatory, monetary, and socioeconomic system could influence the course of
outside investment. The real estate market, once rapidly growing in major
cities, has slowed down since the imposition of tighter government controls.
Additionally, local government debt is still very high, and local governments
have few viable means to raise revenue, especially with the fall in demand for
housing in certain areas. Moreover, although the government has tried to
restructure its economy towards consumption, it remains somewhat dependent on
exports and is therefore susceptible to downturns abroad which may weaken demand
for its exports and reduce foreign investments in the country. In particular,
the economy faces the prospect of prolonged weakness in demand for exports as
its major trading partners, such as the U.S., Japan, and Europe, continue to
experience economic uncertainty stemming from the global financial crisis and
European crisis, among other things. Over the long term, China’s aging
infrastructure, worsening environmental conditions, rapid and inequitable
urbanization, and quickly widening urban and rural income gap, which all carry
political and economic implications, are among the country’s major challenges.
In addition, China continues to exercise some control over the value of its
currency, rather than allowing the value of the currency to be determined
entirely
by market forces. This type of currency regime may experience sudden and
significant currency adjustments, which may adversely impact investment
returns.
The willingness and ability
of the mainland Chinese government to support the Greater China region markets
is uncertain. Taiwan and Hong Kong do not exercise the same level of control
over their economies as mainland China does, but changes to their political and
economic relationships with mainland China could adversely impact investments in
Taiwan and Hong Kong. An investment in the Fund involves risk of a total loss.
The political reunification of mainland China and Taiwan is a highly problematic
issue and is unlikely to be settled in the near future. This situation poses a
threat to Taiwan’s economy and could negatively affect its stock market. Hong
Kong is closely tied to mainland China, economically and through its 1997
designation as a Special Administrative Region. The Chinese government has
committed by treaty to preserve Hong Kong’s autonomy and its economic, political
and social freedoms until 2047. However, if the Chinese government exerts its
authority so as to alter the economic, political or legal structures or the
existing social policy of Hong Kong, such as when the Chinese Standing
Committee of the National People's Congress of the People’s
Republic of China rather than the Hong Kong Legislative Council
directly enacted the Hong Kong national security law (officially the Law of the
People's Republic of China on Safeguarding National Security in the Hong Kong
Special Administrative Region) on June 30, 2020, investor and business
confidence in Hong Kong could be negatively affected, which in turn could
negatively affect markets and business performance. Hong Kong’s success depends,
in large part, on its ability to retain the legal, financial, and monetary
systems that allow economic freedom and market expansion.
There has been increased
attention from the SEC and the Public Company Accounting Oversight Board
(“PCAOB”) with regard to international auditing standards of U.S.-listed
companies with operations in China as well as PCAOB-registered auditing firms in
China. Currently, the SEC and PCAOB are only able to get limited information
about these auditing firms and are restricted from inspecting the audit work and
practices of registered accountants in China. These restrictions may result in
the unavailability of material information about issuers in China or an issuer’s
operations in China.
The Greater China region has
historically been prone to natural disasters such as earthquakes, droughts,
floods and tsunamis and is economically sensitive to environmental events. Any
such event could cause a significant impact on the economy of, or investments
in, the Greater China region.
Japanese
Investments. A Fund
may invest in foreign securities, including securities of Japanese issuers. The
performance of a Fund may therefore be affected by events influencing Japan’s
economy and the exchange rate between the Japanese yen and the U.S. dollar,
generally. Japan’s economy fell into a long recession in the 1990s. Japan’s
economic growth rate has generally remained low in the 2000s and thereafter. At
present, Japan’s economy may be recovering from this long recession, although,
the long-term outlook remains uncertain and the economic growth rate could
remain low in the future. This economic recession was likely compounded by
Japan’s massive government debt, the aging and shrinking of the population, low
domestic consumption, and certain corporate structural weaknesses, which remain
some of the major long-term problems of the Japanese economy.
International trade is
important to Japan’s economy and Japan’s economic growth is significantly driven
by its exports. Japan also heavily depends on large imports of fuels, raw
materials and agricultural products. Domestic or foreign trade sanctions or
other protectionist measures could harm Japan’s economy. Currency fluctuations,
which have been significant at times, also have considerable impacts on exports
in particular, and overall Japanese economy. In addition, Japan is particularly
susceptible to slowing economic growth in China, Japan’s second largest export
market. Japan’s economic prospects may also be affected by the political and
military situations of its near neighbors, notably North and South Korea, China,
and Russia.
Natural disasters, such as
earthquakes, tsunamis, typhoons and volcanic eruptions, could occur in Japan,
which may have a significant impact on the business operations of Japanese
companies in the affected regions and Japan’s economy.
Leverage. A Fund may engage in
transactions that have the effect of leverage. Although leverage creates
an opportunity for increased total return, it also can create special risk
considerations. For example, leverage from borrowing may amplify changes in a
Fund’s NAV. Although the principal of such borrowings will be fixed, a Fund’s
assets may change in value during the time the borrowing is outstanding.
Leverage from borrowing creates interest expenses for a Fund. To the extent the
income derived from securities purchased with borrowed funds is sufficient to
cover the cost of leveraging, the net income of a Fund will be greater than it
would be if leverage were not used. Conversely, to the extent the income derived
from securities purchased with borrowed funds is not sufficient to cover the
cost of leveraging, the net income of a Fund will be less than it would be if
leverage were not used and, therefore, the amount (if any) available for
distribution to the Fund’s shareholders as dividends will be reduced. Reverse
repurchase agreements, securities lending transactions, when issued and
delayed-delivery transactions, certain Financial Instruments (as defined above),
and short sales, among others, may create leverage.
Policies and
Limitations. For the
Funds’ policies and limitations on borrowing, see “Investment Policies and
Limitations -- Borrowing” above. In addition, each Fund may borrow to purchase
securities needed to close out short sales entered into for hedging purposes and
to facilitate other hedging transactions.
Each of
Neuberger Berman Emerging Markets Equity Fund, Neuberger Berman Integrated Large Cap Fund, Neuberger Berman
International Equity Fund, Neuberger
Berman International Select Fund, and
Neuberger Berman International Small Cap
Fund may make investments while borrowings are outstanding.
LIBOR Rate
Risk. Many debt
securities, derivatives and other financial instruments, including some of the
Funds’ investments, utilize the London Interbank Offered Rate (“LIBOR”) as the
reference or benchmark rate for variable interest rate calculations. However,
concerns have arisen regarding LIBOR’s viability as a benchmark, due to
manipulation allegations dating from about 2012 and, subsequently, reduced
activity in the financial markets that it measures. In 2017, the UK Financial
Conduct Authority announced that after 2021 it would cease its active
encouragement of UK banks to provide the quotations needed to sustain LIBOR.
Thus, there is a risk that LIBOR may cease to be published after that time or,
possibly, before.
Also in
2017, the Alternative Reference Rates Committee, a group of large US banks
working with the Federal Reserve, announced its selection of a new Secured
Overnight Funding Rate (“SOFR”), which is a broad measure of the cost of
overnight borrowings secured by Treasury Department securities, as an
appropriate replacement for LIBOR. Bank working groups and regulators in other
countries have suggested other alternatives for their markets, including the
Sterling Overnight Interbank Average Rate (“SONIA”) in England.
The
Federal Reserve Bank of New York began publishing SOFR in April, 2018, with the
expectation that it could be used on a voluntary basis in new instruments and
for new transactions under existing instruments. However, SOFR is fundamentally
different from LIBOR. It is a secured, nearly risk-free rate, while LIBOR is an
unsecured rate that includes an element of bank credit risk. Also, SOFR is
strictly an overnight rate, while LIBOR historically has been published for
various maturities, ranging from overnight to one year. Thus, LIBOR may be
expected to be higher than SOFR, and the spread between the two is likely to
widen in times of market stress.
Various
financial industry groups have begun planning for the transition from LIBOR to
SOFR or another new benchmark, but there are obstacles to converting certain
longer term securities and transactions. Transition planning is at a relatively
early stage, and neither the effect of the transition process nor its ultimate
success can yet be known. The transition process might lead to increased
volatility and illiquidity in markets that currently rely on the LIBOR to
determine interest rates. It also could lead to a reduction in the value of some
LIBOR-based investments and reduce the effectiveness of new hedges placed
against existing LIBOR-based instruments. Since the usefulness of LIBOR as a
benchmark could deteriorate during the transition period, these effects could
occur prior to the end of 2021.
Master
Limited Partnerships. Master limited partnerships (“MLPs”)
are limited partnerships (or similar entities, such as limited liability
companies) in which the ownership units (e.g., limited partnership interests) are
publicly traded. MLP units are registered with the SEC and are freely traded on
a securities exchange or in the OTC market. Many MLPs operate in oil and gas
related businesses, including energy processing and distribution. Many MLPs are
pass-through entities that generally are taxed at the unitholder level and are
not subject to federal or state income tax at the entity level. Annual income,
gains, losses, deductions and credits of such an MLP pass through directly to
its unitholders. Distributions from an MLP may consist in part of a return of
capital. Generally, an MLP is operated under the supervision of one or more
general partners. Limited partners are not involved in the day-to-day management
of an MLP.
Investing in
MLPs involves certain risks related to investing in their underlying assets and
risks associated with pooled investment vehicles. MLPs holding credit-related
investments are subject to interest rate risk and the risk of default on payment
obligations by debt issuers. MLPs that concentrate in a particular industry or a
particular geographic region are subject to risks associated with such industry
or region. Investments held by MLPs may be relatively illiquid, limiting the
MLPs’ ability to vary their portfolios promptly in response to changes in
economic or other conditions. MLPs may have limited financial resources, their
securities may trade infrequently and in limited volume, and they may be subject
to more abrupt or erratic price movements than securities of larger or more
broadly based companies.
The
risks of investing in an MLP are generally those inherent in investing in a
partnership as opposed to a corporation. For example, state law governing
partnerships is different than state law governing corporations. Accordingly,
there may be fewer protections afforded investors in an MLP than investors in a
corporation. For example, although unitholders of an MLP are generally limited
in their liability, similar to a corporation’s shareholders, creditors typically
have the right to seek the return of distributions made to unitholders if the
liability in question arose before the distributions were paid. This liability
may stay attached to a unitholder even after it sells its units.
Policies and
Limitations. Under certain circumstances, an MLP could be deemed
an investment company. If that occurred, a Fund’s investment in the MLP’s
securities would be limited by the 1940 Act. See “Securities of Other Investment
Companies.”
Mortgage-Backed
Securities. Mortgage-backed securities represent direct or
indirect participations in, or are secured by and payable from, pools of
mortgage loans. Those securities may be guaranteed by a U.S. Government agency
or instrumentality (such as by Ginnie Mae); issued and guaranteed by a
government-sponsored stockholder-owned corporation, though not backed by the
full faith and credit of the United States (such as by Fannie Mae or Freddie Mac
(collectively, the “GSEs”), and described in greater detail below); or issued by
fully private issuers. Private issuers are generally originators of and
investors in mortgage loans and include savings associations, mortgage bankers,
commercial banks, investment bankers, and special purpose entities. Private
mortgage-backed securities may be backed by U.S. Government agency supported
mortgage loans or some form of non-governmental credit enhancement.
Government-related
guarantors (i.e., not backed by the full
faith and credit of the U.S. Government) include Fannie Mae and Freddie Mac.
Fannie Mae is a government-sponsored corporation owned by stockholders. It is
subject to general regulation by the Federal Housing Finance Authority (“FHFA”).
Fannie Mae purchases residential mortgages from a list of approved
seller/servicers that include state and federally chartered savings and loan
associations, mutual savings banks, commercial banks, credit unions and mortgage
bankers. Fannie Mae guarantees the timely payment of principal and interest on
pass-through securities that it issues, but those securities are not backed by
the full faith and credit of the U.S. Government.
Freddie
Mac is a government-sponsored corporation formerly owned by the twelve Federal
Home Loan Banks and now owned by stockholders. Freddie Mac issues Participation
Certificates (“PCs”), which represent interests in mortgages from Freddie Mac’s
national portfolio. Freddie Mac guarantees the timely payment of interest and
ultimate collection of principal on the PCs it issues, but those PCs are not
backed by the full faith and credit of the U.S. Government.
The
Treasury Department has historically had the authority to purchase obligations
of Fannie Mae and Freddie Mac. However, in 2008, due to capitalization concerns,
Congress provided the Treasury Department with additional authority to lend the
GSEs emergency funds and to purchase their stock. In September 2008, those
capital concerns led the Treasury Department and the FHFA to announce that the
GSEs had been placed in conservatorship.
Since
that time, the GSEs have received significant capital support through Treasury
Department preferred stock purchases as well as Treasury Department and Federal
Reserve purchases of their mortgage backed securities (“MBS”). While the MBS
purchase programs ended in 2010, the
Treasury Department
announced in December 2009 that it would continue its support for the entities’
capital as necessary to prevent a negative net worth. However, no assurance can
be given that the Federal Reserve, Treasury Department, or FHFA initiatives will
ensure that the GSEs will remain successful in meeting their obligations with
respect to the debt and MBS they issue into the future.
In 2012, the FHFA initiated
a strategic plan to develop a program related to credit risk transfers intended
to reduce Fannie Mae’s and Freddie Mac’s overall risk through the creation of
credit risk transfer assets (“CRTs”). CRTs come in two primary series:
Structured Agency Credit Risk (“STACRs”) for Freddie Mac and Connecticut Avenue
Securities (“CAS”) for Fannie Mae, although other series may be developed in the
future. CRTs are typically structured as unsecured general obligations of either
entities guaranteed by a government-sponsored stockholder-owned corporation,
though not backed by the full faith and credit of the United States (such as by
Fannie Mae or Freddie Mac (collectively, the “GSEs”) or special purpose
entities), and their cash flows are based on the performance of a pool of
reference loans. Unlike traditional residential MBS securities, bond
payments typically do not come directly from the underlying mortgages.
Instead, the GSEs either make the payments to CRT investors, or the GSEs make
certain payments to the special purpose entities and the special purpose
entities make payments to the investors. In certain structures, the
special purpose entities make payments to the GSEs upon the occurrence of credit
events with respect to the underlying mortgages, and the obligation of the
special purpose entity to make such payments to the GSE is senior to the
obligation of the special purpose entity to make payments to the CRT
investors. CRTs are typically floating rate securities and may have
multiple tranches with losses first allocated to the most junior or subordinate
tranche. This structure results in increased sensitivity to dramatic housing
downturns, especially for the subordinate tranches. Many CRTs also have
collateral performance triggers (e.g., based on credit enhancement,
delinquencies or defaults, etc.) that could shut off principal payments to
subordinate tranches. Generally, GSEs have the ability to call all of the CRT
tranches at par in 10 years.
In addition, the future of
the GSEs is in serious question as the U.S. Government is considering multiple
options, ranging on a spectrum from significant reform, nationalization,
privatization, consolidation, or abolishment of the entities.
The FHFA and the Treasury
Department (through its agreement to purchase GSE preferred stock) have imposed
strict limits on the size of GSEs’ mortgage portfolios. In August 2012, the
Treasury Department amended its preferred stock purchase agreements to provide
that the GSEs’ portfolios would be wound down at an annual rate of 15 percent
(up from the previously agreed annual rate of 10 percent), requiring the GSEs to
reach the $250 billion target by December 31, 2018. Fannie Mae and Freddie Mac
were below the $250 billion cap for year-end 2018. On December 21, 2017, a
letter agreement between the Treasury and Fannie Mae and Freddie Mac changed the
terms of the senior preferred stock certificates to permit the GSEs each to
retain a $3 billion capital reserve, quarterly. Under the 2017 letter, each GSE
paid a dividend to Treasury equal to the amount that its net worth exceeded $3
billion at the end of each quarter. On September 30, 2019, the Treasury and the
FHFA, acting as conservator to Fannie Mae and Freddie Mac, announced amendments
to the respective senior preferred stock certificates that will permit the GSEs
to retain earnings beyond the $3 billion capital reserves previously allowed
through the 2017 letter agreements. Fannie Mae and Freddie Mac are now permitted
to maintain capital reserves of $25 billion and $20 billion, respectively.
Natural
Disasters and Adverse Weather Conditions. Certain areas of the
world historically have been prone to major natural disasters, such as
hurricanes, earthquakes, typhoons, flooding, tidal waves, tsunamis, erupting
volcanoes, wildfires or droughts, and have been economically sensitive to
environmental events. Such disasters, and the resulting damage, could have a
severe and negative impact on a Fund’s investment portfolio and, in the longer
term, could impair the ability of issuers in which a Fund invests to conduct
their businesses in the manner normally conducted. Adverse weather conditions
may also have a particularly significant negative effect on issuers in the
agricultural sector and on insurance companies that insure against the impact of
natural disasters.
Operational
and Cybersecurity Risk. With the increased use of
technologies such as the Internet and the dependence on computer systems to
perform necessary business functions, the Funds and their service providers, and
your ability to transact with the Funds, may be negatively impacted due to
operational matters arising from, among other problems, human errors, systems
and technology disruptions or failures, or cybersecurity incidents. A
cybersecurity incident may refer to intentional or unintentional events that
allow an unauthorized party to gain access to Fund assets, customer data, or
proprietary information, or cause a Fund or Fund service providers (including,
but not limited to, the Funds’ manager, distributor, fund accountants,
custodian, transfer agent, sub-advisers (if applicable), and financial
intermediaries), as well as the securities trading venues and their service
providers, to suffer data corruption or lose operational functionality. A
cybersecurity incident could, among other things, result in the loss or theft of
customer data or funds, customers or employees being unable to access electronic
systems (“denial of services”), loss or theft of proprietary information or
corporate data, physical damage to a computer or network system, or remediation
costs associated with system repairs. Any of these results could have a
substantial adverse impact on the Funds and their shareholders. For example, if
a cybersecurity incident results in a denial of service, Fund shareholders could
lose access to their electronic accounts and be unable to buy or sell Fund
shares for an unknown period of time, and employees could be unable to access
electronic systems to perform critical duties for the Funds, such as trading,
net asset value (“NAV”) calculation, shareholder accounting or fulfillment of
Fund share purchases and redemptions.
A
Fund’s service providers may also be negatively impacted due to operational
risks arising from factors such as processing errors and human errors,
inadequate or failed internal or external processes, failures in systems and
technology, changes in personnel, and errors caused by third-party service
providers or trading counterparties. In particular, these errors or failures as
well as other technological issues may adversely affect the Funds’ ability to
calculate their net asset values in a timely manner, including over a
potentially extended period.
The
occurrence of an operational or cybersecurity incident could result in
regulatory penalties, reputational damage, additional compliance costs
associated with corrective measures, or financial loss of a significant
magnitude and could result in allegations that the Fund or Fund service provider
violated privacy and other laws. Similar adverse consequences could result from
incidents affecting issuers of securities in which a Fund invests,
counterparties with which a Fund engages in transactions, governmental and other
regulatory authorities, exchange and other financial market operators, banks,
brokers, dealers, insurance companies, and other financial institutions and
other parties. Although the Funds and their Manager endeavor to determine that
service providers have established risk management systems that seek to reduce
these operational and cybersecurity risks, and business continuity plans in the
event there is an incident, there are inherent limitations in these systems and
plans, including the possibility that certain risks may not have been
identified, in large part because
different or unknown
threats may emerge in the future. Furthermore, the Funds do not control the
operational and cybersecurity systems and plans of the issuers of securities in
which the Funds invest or the Funds’ third party service providers or trading
counterparties or any other service providers whose operations may affect a Fund
or its shareholders.
Preferred
Stock. Unlike interest payments on debt securities, dividends on
preferred stock are generally payable at the discretion of the issuer’s board of
directors. Preferred shareholders may have certain rights if dividends are not
paid but generally have no legal recourse against the issuer. Shareholders may
suffer a loss of value if dividends are not paid. The market prices of preferred
stocks are generally more sensitive to changes in the issuer’s creditworthiness
than are the prices of debt securities.
Private
Companies and Pre-IPO Investments. Investments in private
companies, including companies that have not yet issued securities publicly in
an IPO (“Pre-IPO shares”) involve greater risks than investments in securities
of companies that have traded publicly on an exchange for extended periods of
time. Investments in these companies are generally less liquid than investments
in securities issued by public companies and may be difficult for a Fund to
value. Compared to public companies, private companies may have a more
limited management group and limited operating histories with narrower, less
established product lines and smaller market shares, which may cause them to be
more vulnerable to competitors’ actions, market conditions and consumer
sentiment with respect to their products or services, as well as general
economic downturns. In addition, private companies may have limited
financial resources and may be unable to meet their obligations. This
could lead to bankruptcy or liquidation of such private company or the dilution
or subordination of a Fund’s investment in such private company. Additionally,
there is significantly less information available about private companies’
business models, quality of management, earnings growth potential and other
criteria used to evaluate their investment prospects and the little public
information available about such companies may not be reliable. Because
financial reporting obligations for private companies are not as rigorous as
public companies, it may be difficult to fully assess the rights and values of
certain securities issued by private companies. A Fund may only have limited
access to a private company’s actual financial results and there is no assurance
that the information obtained by the Fund is reliable. Although there is a
potential for pre-IPO shares to increase in value if the company does issue
shares in an IPO, IPOs are risky and volatile and may cause the value of a
Fund’s investment to decrease significantly. Moreover, because securities issued
by private companies are generally not freely or publicly tradable, a Fund may
not have the opportunity to purchase or the ability to sell these shares in the
amounts or at the prices the Fund desires. The private companies a Fund may
invest in may not ever issue shares in an IPO and a liquid market for their
pre-IPO shares may never develop, which may negatively affect the price at which
the Fund can sell these shares and make it more difficult to sell these shares,
which could also adversely affect the Fund’s liquidity. Furthermore, these
investments may be subject to additional contractual restrictions on resale that
would prevent the Fund from selling the company’s securities for a period of
time following any IPO. A Fund’s investment in a private company’s securities
will involve investing in restricted securities. See “Restricted Securities and
Rule 144A Securities” for risks related to restricted securities. If a Fund
invests in private companies or issuers, there is a possibility that NBIA may
obtain access to material non-public information about an issuer of private
placement securities, which may limit NBIA’s ability to sell such securities,
could negatively impact NBIA’s ability to manage the Fund since NBIA may be
required to sell other securities to meet redemptions, or could adversely impact
a Fund’s performance.
Private
Investments in Public Equity (PIPEs). A Fund may invest in securities issued in
private investments in public equity transactions, commonly referred to as
“PIPEs.” A PIPE investment involves the sale of equity securities, or securities
convertible into equity securities, in a private placement transaction by an
issuer that already has outstanding, publicly traded equity securities of the
same class. Shares acquired in PIPEs are commonly sold at a discount to the
current market value per share of the issuer’s publicly traded securities.
Securities
acquired in PIPEs generally are not registered with the SEC until after a
certain period of time from the date the private sale is completed, which may be
months and perhaps longer. PIPEs may contain provisions that require the issuer
to pay penalties to the holder if the securities are not registered within a
specified period. Until the public registration process is completed, securities
acquired in PIPEs are restricted and, like investments in other types of
restricted securities, may be illiquid. Any number of factors may prevent or
delay a proposed registration. Prior to or in the absence of registration, it
may be possible for securities acquired in PIPEs to be resold in transactions
exempt from registration under the 1933 Act. There is no guarantee, however,
that an active trading market for such securities will exist at the time of
disposition, and the lack of such a market could hurt the market value of a
Fund’s investments. Even if the securities acquired in PIPEs become registered,
or a Fund is able to sell the securities through an exempt transaction, a Fund
may not be able to sell all the securities it holds on short notice and the sale
could impact the market price of the securities. See “Restricted
Securities and Rule 144A Securities” for risks related to restricted
securities.
Real
Estate-Related Instruments. A Fund will not invest directly
in real estate, but a Fund may invest in securities issued by real estate
companies. Investments in the securities of companies in the real estate
industry subject a Fund to the risks associated with the direct ownership of
real estate. These risks include declines in the value of real estate, risks
associated with general and local economic conditions, possible lack of
availability of mortgage funds, overbuilding, extended vacancies of properties,
increased competition, increase in property taxes and operating expenses,
changes in zoning laws, losses due to costs resulting from the clean-up of
environmental problems, liability to third parties for damages resulting from
environmental problems, casualty or condemnation losses, limitation on rents,
changes in neighborhood values and the appeal of properties to tenants, and
changes in interest rates. In addition, certain real estate valuations,
including residential real estate values, are influenced by market sentiments,
which can change rapidly and could result in a sharp downward adjustment from
current valuation levels.
Real
estate-related instruments include securities of real estate investment trusts
(also known as “REITs”), commercial and residential mortgage-backed securities
and real estate financings. Such instruments are sensitive to factors such as
real estate values and property taxes, interest rates, cash flow of underlying
real estate assets, overbuilding, and the management skill and creditworthiness
of the issuer. Real estate-related instruments may also be affected by tax and
regulatory requirements, such as those relating to the environment.
REITs
are sometimes informally characterized as equity REITs, mortgage REITs and
hybrid REITs. An equity REIT invests primarily in the fee ownership or leasehold
ownership of land and buildings and derives its income primarily from rental
income. An equity REIT may also realize capital gains (or losses) by selling
real estate properties in its portfolio that have appreciated (or depreciated)
in value. A mortgage REIT invests primarily in mortgages on real estate, which
may secure construction, development or long-term loans, and derives its income
primarily from interest payments
on the credit it has
extended. A hybrid REIT combines the characteristics of equity REITs and
mortgage REITs, generally by holding both ownership interests and mortgage
interests in real estate.
REITs
(especially mortgage REITs) are subject to interest rate risk. Rising interest
rates may cause REIT investors to demand a higher annual yield, which may, in
turn, cause a decline in the market price of the equity securities issued by a
REIT. Rising interest rates also generally increase the costs of obtaining
financing, which could cause the value of a Fund’s REIT investments to decline.
During periods when interest rates are declining, mortgages are often
refinanced. Refinancing may reduce the yield on investments in mortgage REITs.
In addition, because mortgage REITs depend on payment under their mortgage loans
and leases to generate cash to make distributions to their shareholders,
investments in such REITs may be adversely affected by defaults on such mortgage
loans or leases.
REITs
are dependent upon management skill, are not diversified, and are subject to
heavy cash flow dependency, defaults by borrowers, and self-liquidation.
Domestic REITs are also subject to the possibility of failing to qualify for
tax-free “pass-through” of distributed net income and net realized gains under
the Code and failing to maintain exemption from the 1940 Act.
REITs
are subject to management fees and other expenses. Therefore, investments in
REITs will cause a Fund to bear its proportionate share of the costs of the
REITs’ operations. At the same time, a Fund will continue to pay its own
management fees and expenses with respect to all of its assets, including any
portion invested in REITs.
Policies and
Limitations. For
Neuberger Berman Global Real Estate
Fund’s and Neuberger Berman Real Estate
Fund’s policies and limitations on real estate-related instruments, see
“Investment Policies and Limitations -- Real Estate Equity Securities”
above.
Neuberger
Berman Global Real Estate Fund defines a
real estate company as one that derives at least 50% of its revenue or profits
from real estate, or has at least 50% of its assets invested in real
estate.
For
Neuberger Berman Real Estate Fund, a
company is “principally engaged” in the real estate industry if it derives at
least 50% of its revenues or profits from the ownership, construction,
management, financing or sale of residential, commercial or industrial real
estate. It is anticipated, although not required, that under normal
circumstances a majority of Neuberger Berman Real Estate Fund’s investments will consist of
shares of equity REITs.
Recent Market
Conditions. Certain
illnesses spread rapidly and have the potential to significantly and adversely
affect the global economy. Outbreaks such as the novel coronavirus, COVID-19, or
other similarly infectious diseases may have material adverse impacts on a Fund.
Epidemics and/or pandemics, such as the coronavirus, have and may further result
in, among other things, closing borders, extended quarantines and stay-at-home
orders, order cancellations, disruptions to supply chains and customer activity,
widespread business closures and layoffs, as well as general concern and
uncertainty. The impact of this virus, and other epidemics and/or pandemics that
may arise in the future, has negatively affected and may continue to affect the
economies of many nations, individual companies and the global securities and
commodities markets, including their liquidity, in ways that cannot necessarily
be foreseen at the present time. Widespread layoffs and job
furloughs
may negatively affect the value of many
mortgage-backed and asset-backed securities. The impact of the outbreak
may last for an extended period of time. Governments and central banks have
moved to limit these negative economic effects with interventions that are
unprecedented in size and scope and may continue to do so, but the ultimate
impact of these efforts is uncertain. Governments’ efforts to limit potential
negative economic effects of the pandemic may be altered, delayed, or eliminated
at inopportune times for political, policy or other reasons. The
impact of infectious diseases may be greater in countries that do not move
effectively to control them, which may occur for political reasons or because of
a lack of health care or economic resources. Health crises caused by the recent
coronavirus outbreak may exacerbate other pre-existing political, social and
economic risks in certain countries. Although promising vaccines have been
announced, it may be many months before vaccinations are sufficiently widespread
to allow the restoration of full economic activity.
High public debt in the U.S.
and other countries creates ongoing systemic and market risks and policymaking
uncertainty and there may be a further increase in the amount of debt due to the
economic effects of the COVID-19 pandemic and ensuing public health measures.
Interest rates have been unusually low in recent years in the U.S. and abroad,
and central banks have reduced rates further in an effort to combat the economic
effects of the COVID-19 pandemic. Extremely low or negative interest rates may
become more prevalent. In that event, to the extent a Fund has a bank deposit,
holds a debt instrument with a negative interest rate, or invests its cash in a
money market fund holding such instruments, the Fund would generate a negative
return on that investment. Because there is little precedent for this situation,
it is difficult to predict the impact on various markets of a significant rate
increase or other significant policy changes, whether brought about by U.S.
policy makers or by dislocations in world markets. For example, because
investors may buy equity securities or other investments with borrowed money, a
significant increase in interest rates may cause a decline in the markets for
those investments. Also, regulators have expressed concern that rate increases
may cause investors to sell fixed income securities faster than the market can
absorb them, contributing to price volatility. Over the longer term, rising
interest rates may present a greater risk than has historically been the case
due to the current period of relatively low rates and the effect of government
fiscal and monetary policy initiatives and potential market reaction to those
initiatives or their alteration or cessation.
During times of market
turmoil, investors tend to look to the safety of securities issued or backed by
the Treasury Department, causing the prices of these securities to rise and the
yield to decline. Reduced liquidity in fixed income and credit markets may
negatively affect many issuers worldwide and make it more difficult for
borrowers to obtain financing on attractive terms, if at all. Historical
patterns of correlation among asset classes may break down in unanticipated ways
during times of market turmoil, disrupting investment programs and potentially
causing losses.
National economies are
increasingly interconnected, as are global financial markets, which increases
the possibilities that conditions in one country or region might adversely
impact issuers in a different country or region. A rise in protectionist trade
policies, tariff “wars,” changes to some major international trade agreements
and the potential for changes to others, could affect international trade and
the economies of many nations in ways that cannot necessarily be foreseen at the
present time. Equity markets in the U.S. and China have been very sensitive to
the outlook for resolving the U.S.-China “trade war,” a trend that may continue
in the future.
The impact of the United
Kingdom’s (“UK”) vote to leave the European Union (the “EU”), commonly referred
to as “Brexit,” is impossible to know for sure until it is more completely
implemented. The effect on the economies of the United Kingdom and the EU will
likely depend on the nature of trade relations between the UK and the EU and
other major economies following Brexit, which are subject to negotiation and the
political processes of the nations involved. Although the UK formally left the
EU on January 31, 2020, the parties are continuing to trade under the
established rules while a new agreement is negotiated. The UK government has
insisted that this agreement must be completed by December 31, 2020, which may
be difficult to achieve. Thus, there is still a possibility that the parties
will enter 2021 without a trade agreement, which could be disruptive to the
economies of both regions.
Funds and their advisers, as
well as many of the companies in which they invest, are subject to regulation by
the federal government. Over the past several years, the U.S. has moved
away from tighter legislation and industry regulation impacting businesses and
the financial services industry. There is a potential for a materially
different legislative and regulatory, including tax, environment in the
future. These changes, should they occur, may impose added costs on the
Fund and its service providers and affect the businesses of various portfolio
companies, in ways that cannot necessarily be foreseen at the present
time. Unexpected political, regulatory and diplomatic events within the
U.S. and abroad may affect investor and consumer confidence and may adversely
impact financial markets and the broader economy.
Climate Change. Economists and others have
expressed increasing concern about the potential effects of global climate
change on property and security values. A rise in sea levels, an increase
in powerful windstorms and/or a climate-driven increase in flooding could cause
coastal properties to lose value or become unmarketable altogether.
Economists warn that, unlike previous declines in the real estate market,
properties in affected coastal zones may not ever recover their value.
Large wildfires driven by high winds and prolonged drought may devastate
businesses and entire communities and may be very costly to any business found
to be responsible for the fire. Regulatory changes and divestment movements tied
to concerns about climate change could adversely affect the value of certain
land and the viability of industries whose activities or products are seen as
accelerating climate change.
These losses could adversely
affect corporate issuers and mortgage lenders, the value of mortgage-backed
securities, the bonds of municipalities that depend on tax or other revenues and
tourist dollars generated by affected properties, and insurers of the property
and/or of corporate, municipal or mortgage-backed securities. Since
property and security values are driven largely by buyers’ perceptions, it is
difficult to know the time period over which these market effects might
unfold.
LIBOR Transition. Trillions of dollars’ worth
of financial contracts around the world specify rates that are based on the
London Interbank Offered Rate (LIBOR). LIBOR is produced daily by averaging the
rates for inter-bank lending reported by a number of banks. Current plans call
for LIBOR to be phased out by the end of 2021. There are risks that the
financial services industry will not have a suitable substitute in place by that
time and that there will not be time to perform the substantial work necessary
to revise the many existing contracts that rely on LIBOR. The transition
process, or a failure of the industry to transition properly, might lead to
increased volatility and illiquidity in markets
that currently rely on LIBOR. It also could
lead to a reduction in the value of some LIBOR-based investments and reduce the
effectiveness of new hedges placed against existing LIBOR-based instruments.
Since the usefulness of LIBOR as a benchmark could deteriorate during the
transition period, these effects could occur prior to the end of 2021.
Repurchase
Agreements. In a repurchase agreement, a Fund purchases
securities from a bank that is a member of the Federal Reserve System (or, in
the case of Neuberger Berman Dividend
Growth Fund, Neuberger Berman Emerging Markets Equity Fund, Neuberger Berman Global Real Estate Fund, Neuberger Berman Greater China Equity Fund, Neuberger Berman
International Equity Fund, Neuberger
Berman International Select Fund, and
Neuberger Berman International Small Cap
Fund, also from a foreign bank or from a U.S. branch or agency of a foreign
bank) or from a securities dealer that agrees to repurchase the securities from
the Fund at a higher price on a designated future date. Repurchase agreements
generally are for a short period of time, usually less than a week. Costs,
delays, or losses could result if the selling party to a repurchase agreement
becomes bankrupt or otherwise defaults. The Manager monitors the
creditworthiness of sellers. If Neuberger Berman Dividend Growth Fund, Neuberger Berman Emerging Markets Equity Fund, Neuberger Berman Global Real Estate Fund, Neuberger Berman Greater China Equity Fund, Neuberger Berman
International Equity Fund, Neuberger
Berman International Select Fund or
Neuberger Berman International Small Cap
Fund enters into a repurchase agreement subject to foreign law and the
counter-party defaults, that Fund may not enjoy protections comparable to those
provided to certain repurchase agreements under U.S. bankruptcy law and may
suffer delays and losses in disposing of the collateral as a result.
Policies and
Limitations.
Repurchase agreements with a maturity or demand of more than seven days are
considered to be illiquid securities. No Fund may enter into a repurchase
agreement with a maturity or demand of more than seven days if, as a result,
more than 15% of the value of its net assets would then be invested in such
repurchase agreements and other illiquid securities. A Fund may enter into a
repurchase agreement only if (1) the underlying securities (excluding maturity
and duration limitations, if any) are of a type that the Fund’s investment
policies and limitations would allow it to purchase directly, (2) the market
value of the underlying securities, including accrued interest, at all times
equals or exceeds the repurchase price, and (3) payment for the underlying
securities is made only upon satisfactory evidence that the securities are being
held for the Fund’s account by its custodian or a bank acting as the Fund’s
agent.
Restricted
Securities and Rule 144A Securities. A Fund may invest in
“restricted securities,” which generally are securities that may be resold to
the public only pursuant to an effective registration statement under the 1933
Act or an exemption from registration. Regulation S under the 1933 Act is
an exemption from registration that permits, under certain circumstances, the
resale of restricted securities in offshore transactions, subject to certain
conditions, and Rule 144A under the 1933 Act is an exemption that permits the
resale of certain restricted securities to qualified institutional buyers.
Since
its adoption by the SEC in 1990, Rule 144A has facilitated trading of restricted
securities among qualified institutional investors. To the extent
restricted securities held by a Fund qualify under Rule 144A and an
institutional market develops for those securities, the Fund expects that it
will be able to dispose of the securities without registering the resale of such
securities under the 1933 Act. However, to the extent that a robust market
for such 144A securities does not develop, or a market
develops but experiences
periods of illiquidity, investments in Rule 144A securities could increase the
level of a Fund’s illiquidity.
Where
an exemption from registration under the 1933 Act is unavailable, or where an
institutional market is limited, a Fund may, in certain circumstances, be
permitted to require the issuer of restricted securities held by the Fund to
file a registration statement to register the resale of such securities under
the 1933 Act. In such case, the Fund will typically be obligated to pay all or
part of the registration expenses, and a considerable period may elapse between
the decision to sell and the time the Fund may be permitted to resell a security
under an effective registration statement. If, during such a period, adverse
market conditions were to develop, or the value of the security were to decline,
the Fund might obtain a less favorable price than prevailed when it decided to
sell. Restricted securities for which no market exists are priced by a method
that the Fund Trustees believe accurately reflects fair value.
Policies and
Limitations. To the
extent restricted securities, including Rule 144A securities, are deemed
illiquid, purchases thereof will be subject to a Fund’s 15% limitation on
investments in illiquid securities.
Reverse
Repurchase Agreements. In a reverse repurchase
agreement, a Fund sells portfolio securities to another party and agrees to
repurchase the securities at an agreed-upon price and date, which reflects an
interest payment. Reverse repurchase agreements involve the risk that the other
party will fail to return the securities in a timely manner, or at all, which
may result in losses to a Fund. A Fund could lose money if it is unable to
recover the securities and the value of the collateral held by the Fund is less
than the value of the securities. These events could also trigger adverse tax
consequences to a Fund. Reverse repurchase agreements also involve the risk that
the market value of the securities sold will decline below the price at which a
Fund is obligated to repurchase them. Reverse repurchase agreements may be
viewed as a form of borrowing by a Fund. When a Fund enters into a reverse
repurchase agreement, any fluctuations in the market value of either the
securities transferred to another party or the securities in which the proceeds
may be invested would affect the market value of the Fund’s assets. During the
term of the agreement, a Fund may also be obligated to pledge additional cash
and/or securities in the event of a decline in the fair value of the transferred
security. The Manager monitors the creditworthiness of counterparties to reverse
repurchase agreements. For the Funds’ policies and limitations on borrowing, see
“Investment Policies and Limitations -- Borrowing” above.
Policies and
Limitations. Reverse
repurchase agreements are considered borrowings for purposes of a Fund’s
investment policies and limitations concerning borrowings. While a reverse
repurchase agreement is outstanding, a Fund will deposit in a segregated account
with its custodian, or designate on its records as segregated, cash or
appropriate liquid securities, marked to market daily, in an amount at least
equal to that Fund’s obligations under the agreement.
Risks of
Investments in China A-shares through the Stock Connect
Programs. There are
significant risks inherent in investing in China A-shares through “Connect
Programs” of local stock exchanges in China, such as the Shanghai-Hong Kong
Stock Connect program (“Shanghai Connect Program”) and the Shenzhen-Hong Kong
Stock Connect Program (“Shenzhen Connect Program”). The Connect Programs are
subject to daily quota limitations and an investor cannot purchase and sell the
same security on the same trading day, which may restrict a Fund’s ability to
invest in China A-
shares through the Connect
Programs and to enter into or exit trades on a timely basis. A Chinese stock
exchange may be open at a time when the relevant Connect Program is not trading
(i.e. the Shanghai Stock Exchange under the Shanghai Connect Program or the
Shenzhen Stock Exchange under the Shenzhen Connect Program), with the result
that prices of China A-shares may fluctuate at times when a Fund is unable to
add to or exit its position. Only certain China A-shares are eligible to
be accessed through the Connect Programs. Such securities may lose their
eligibility at any time, in which case they could be sold but could no longer be
purchased through the Connect Programs. The future impact of this integration of
Chinese and foreign markets is unclear and the actual effect on the market for
trading China A-shares with the introduction of large numbers of foreign
investors is unknown. In addition, there is no assurance that the necessary
systems required to operate the Connect Programs will function properly or will
continue to be adapted to changes and developments in both markets. In the
event that the relevant systems do not function properly, trading through the
Connect Programs could be disrupted.
The
Connect Programs are subject to regulations promulgated by regulatory
authorities for both the Chinese and the Hong Kong stock exchanges and further
regulations or restrictions, such as limitations on redemptions or suspension of
trading, may adversely impact the Connect Programs, if the authorities believe
it is necessary to assure orderly markets or for other reasons. The relevant
regulations are relatively new and are subject to change, and there is no
certainty as to how they will be applied and Chinese securities trading law can
change on a frequent basis. Further, there is no guarantee that the relevant
Chinese stock exchange (i.e. Shanghai Stock Exchange or Shenzhen Stock Exchange)
involved in a particular Connect Program and the Hong Kong stock exchange will
continue to support such Connect Program in the future. Investments in China
A-shares may not be covered by the securities investor protection programs of
the Chinese and/or the Hong Kong stock exchanges and, without the protection of
such programs, will be subject to the risk of default by the broker. In the
event that China Securities Depository and Clearing Corporation Limited
(“ChinaClear”), the depository of the Shanghai Stock Exchange and the Shenzhen
Stock Exchange, defaulted, the Hong Kong Securities Clearing Company Limited,
being the nominee under the Connect Programs, has limited responsibility to
assist clearing participants in pursuing claims against ChinaClear. Currently,
there is little precedent that the applicable courts in mainland China would
accept beneficial owners, rather than the nominee, under the Connect Programs to
pursue claims directly against ChinaClear on mainland China. Therefore, a Fund
may not be able to recover fully its losses from ChinaClear or may be delayed in
receiving proceeds as part of any recovery process. A Fund also may not be able
to exercise the rights of a shareholder and may be limited in its ability to
pursue claims against the issuer of China A-shares. A Fund may not be able
to participate in corporate actions affecting China A-shares held through the
Connect Programs due to the fact that the Fund only holds such China A-shares
beneficially, time constraints or for other operational reasons. Similarly, a
Fund may not be able to appoint proxies or participate in shareholders’ meetings
due to the fact that the Fund only holds such China A shares beneficially as
well as current limitations on the use of multiple proxies in China. Because all
trades on the Connect Programs in respect of eligible China A-shares must be
settled in Renminbi (“RMB”), the Chinese currency, investors must have timely
access to a reliable supply of offshore RMB, which cannot be guaranteed.
Trades
on the Connect Programs may be subject to certain operational requirements prior
to trading, which may restrict the ability of the Fund to sell China A-shares on
that trading day if such requirements are not completed prior to the market
opening. For example, certain local custodians offer a “bundled
brokerage/custodian” solution to address such requirements but this may limit
the
number of brokers that a
Fund may use to execute trades. An enhanced model has also been implemented by
the Hong Kong stock exchange, but there are operational and practical challenges
for an investor to utilize such enhanced model. If an investor holds 5% or more
of the total shares issued by a China-A share issuer, the investor must return
any profits obtained from the purchase and sale of those shares if both
transactions occur within a six-month period. If a Fund holds 5% or more of the
total shares of a China-A share issuer through its Connect Program investments,
its profits may be subject to these limitations. In addition, it is not
currently clear whether all accounts managed by NBIA and/or its affiliates will
be aggregated for purposes of this limitation. If that is the case, it makes it
more likely that a Fund’s profits may be subject to these limitations.
Issuers
of China A-shares have a foreign ownership limit of not more than 10% per
individual and 30% in the aggregate. In the event that the ownership limit is
breached, it is unlikely that an investor would be notified until the end of the
trading day, after which a forced sale procedure would be implemented to bring
the foreign ownership percentage back below 10% or 30%, as applicable. This is
operationally complicated and may adversely impact the Fund’s performance.
The
focus of the Shanghai and Shenzhen stock markets are somewhat different.
The Shenzhen Stock Exchange tends to focus on small- and mid-cap “growth stocks”
in fast-growing sectors such as information technology, consumer cyclicals, and
healthcare whereas the Shanghai Stock Exchange is dominated by relatively
large-cap enterprises and has a strong focus on finance and industrial
sectors.
Risks
Associated with Sci-Tech Innovation Board (Neuberger Berman Greater China Equity
Fund). The Greater China
Equity Fund may invest in companies listed on the Science-technology
Innovation Board (“Sci-tech Board”) of the Shanghai Stock Exchange (“SSE”).
Investments in companies listed on the Sci-tech Board may result in significant
losses for the Fund and its investors. The following additional risks apply to
investments in companies listed on the Sci-tech Board:
Regulatory Risk. The Sci-tech Board was
newly implemented in March 2019 and it is novel in nature. The listing rules and
implementation thereof are untested and are subject to amendments by regulatory
authorities in China from time to time in order to respond to any new issues
arising thereof. Any such revision or promulgation may adversely impact the
Fund.
Lower Listing Thresholds. The Sci-tech
Board adopts a registration system, as opposed to approval system for the main
board of SSE, for listing procedures. As such, there will be less regulatory
scrutiny on pre-listing review by the China Securities Regulatory Commission and
the SSE. Furthermore, the companies listed on the Sci-tech Board are subject to
less stringent listing requirements or thresholds as compared to that of the
main board. The applicants are not required to be profitable before listing, and
they may not be profitable and unable to distribute dividends after
listing.
Unstable Profit-making Capability. The
Sci-tech Board mainly attracts the companies in high-tech and strategically
emerging sectors such as new generation information technology, advanced
equipment, new materials and energy, and biomedicine. The companies in such
business sectors typically require significant research and development
investment, have a long operational cycle to be profitable, are vulnerable to
rapid change or replacement of technology, depend heavily on certain key
technologies, key projects or key technical personnel and/or have a relatively
small pool of qualified
suppliers. The relevant
company’s ability to make or maintain profit and the sustainability of the
companies or even the industries concerned are uncertain. The Fund’s investment
in such companies is subject to higher risk than the companies of traditional
industries.
Higher Fluctuation on Stock Prices. The
trading of shares listed on the Sci-tech Board is subject to less stringent
trading limitations as compared to that of the main board. No trading price
fluctuation limitation is set for the first five days of listing and the trading
thereafter is subject to a daily price fluctuation limitation of 20% (as opposed
to 10% for the main board). Furthermore, listed companies on the Sci-tech Board
are usually of emerging nature with a smaller operating scale. Hence, they are
subject to higher fluctuation in stock prices and liquidity and have higher
risks and turnover ratios than companies listed on the main board of the
SSE.
Over-valuation Risk. The companies
listed on the Sci-tech Board may not have comparable companies on the market due
to their emerging nature, novel technology, unstable profitability and high
operation risk. The traditional evaluation methods may not apply to such
companies. Stocks listed on the Sci-tech Board may be overvalued and such
exceptionally high valuation may not be sustainable.
Delisting Risk. The relevant rules of
the Sci-tech Board embrace stricter conditions for delisting as compared to the
main board. Under such rules, the listed companies are subject to expanded
circumstances that may lead to faster forced delisting, such as the failure to
maintain business growth, faulty information disclosure or business operation. A
listed company, which lacks sustainable operations, relies on trading activities
that are unrelated to its core business or derives its revenues mainly on
related parties’ transactions without substantial commercial content, may be
forced to delist. It can be anticipated that the listed companies of the
Sci-tech Board will be subject to more frequent and faster delisting. The Fund
may suffer severe losses if the companies in which it invests are no longer
listed and, presumably, have reduced secondary market liquidity.
Weighted Voting Rights Structure. The
relevant rules for the Sci-tech Board allow the listed company to adopt weighted
voting rights structure where the voting rights of certain shareholders are
disproportionate to their shareholdings. Such voting rights structure may lead
to concentrated management of the company concerned and, with superior voting
power held by a group of associated persons, increase the risk that the
management may pursue projects that are not in the best interests of the company
but for their own good. Such governance structures may also make the management
less accountable for their behavior. With inferior voting rights, the majority
shareholders will lack the power to remove the management for unsatisfactory
performance. More importantly, shareholders may lose the opportunity to consider
lucrative takeover offers from outsiders if the founders/management take an
anti-takeover stance. The business operation of the company concerned is more
vulnerable to the manipulation of the shareholders with superior voting
power.
Stock Option Plan. The listed companies
of the Sci-tech Board are allowed to adopt stock option or stock incentive plans
with more flexible terms of price, upper limit of ratio and qualified optionees.
The implementation of such stock option plans may increase the number of shares
of the company concerned and dilute the interest of the Fund in such
company.
Risks of Reliance on Computer Programs or
Codes. Many processes used in
Fund management, including security selection, rely, in whole or in part, on the
use of computer programs
or codes, some of which are
created or maintained by the Manager or its affiliates and some of which are
created or maintained by third parties. Errors in these programs or codes may go
undetected, possibly for quite some time, which could adversely affect a Fund’s
operations or performance. Computer programs or codes are susceptible to
human error when they are first created and as they are developed and
maintained.
While
efforts are made to guard against problems associated with computer programs or
codes, there can be no assurance that such efforts will always be successful.
The Funds have limited insight into the computer programs and processes of some
service providers and may have to rely on contractual assurances or business
relationships to protect against some errors in the service providers’
systems.
Sector
Risk. From time to time, based on market or economic conditions, a
Fund may have significant positions in one or more sectors of the market. To the
extent a Fund invests more heavily in one sector, industry, or sub-sector of the
market, its performance will be especially sensitive to developments that
significantly affect those sectors, industries, or sub-sectors. An individual
sector, industry, or sub-sector of the market may be more volatile, and may
perform differently, than the broader market. The industries that constitute a
sector may all react in the same way to economic, political or regulatory
events. A Fund’s performance could also be affected if the sectors, industries,
or sub-sectors do not perform as expected. Alternatively, the lack of exposure
to one or more sectors or industries may adversely affect performance.
Communication Services Sector.
The communication services sector, particularly telephone operating companies,
are subject to both federal and state government regulations. Many
telecommunications companies intensely compete for market share and can be
impacted by technology changes within the sector such as the shift from wired to
wireless communications. In September 2018, the communication services sector
was redefined to also include media, entertainment and select internet-related
companies. Media and entertainment companies can be subject to the risk that
their content may not be purchased or subscribed to. Internet-related
companies may be subject to greater regulatory oversight given increased
cyberattack risk and privacy concerns. Additionally, internet-related
companies may not achieve investor expectations for higher growth levels, which
can result in stock price declines.
Consumer
Discretionary Sector. The consumer discretionary sector can be
significantly affected by the performance of the overall economy, interest
rates, competition, and consumer confidence. Success can depend heavily on
disposable household income and consumer spending. Changes in demographics and
consumer tastes can also affect the demand for, and success of, consumer
discretionary products.
Consumer
Staples Sector. The consumer staples sector can be significantly
affected by demographic and product trends, competitive pricing, food fads,
marketing campaigns, and environmental factors, as well as the performance of
the overall economy, interest rates, consumer confidence, and the cost of
commodities. Regulations and policies of various domestic and foreign
governments affect agricultural products as well as other consumer
staples.
Energy
Sector. The energy sector can be significantly affected by
fluctuations in energy prices and supply and demand of energy fuels caused by
geopolitical events, energy conservation, the success
of exploration projects, weather or meteorological
events, and tax and other government regulations. In addition, companies
in the energy sector are at risk of civil liability from accidents resulting in
pollution or other environmental damage claims. In addition, since the terrorist
attacks in the United States on September 11, 2001, the U.S. government has
issued public warnings indicating that energy assets, specifically those related
to pipeline infrastructure and production, transmission, and distribution
facilities, might be future targets of terrorist activity. Further, because a
significant portion of revenues of companies in this sector are derived from a
relatively small number of customers that are largely composed of governmental
entities and utilities, governmental budget constraints may have a significant
impact on the stock prices of companies in this sector.
Financials
Sector. The financials sector is subject to extensive government
regulation, which can limit both the amounts and types of loans and other
financial commitments that companies in this sector can make, and the interest
rates and fees that these companies can charge. Profitability can be largely
dependent on the availability and cost of capital and the rate of corporate and
consumer debt defaults, and can fluctuate significantly when interest rates
change. Financial difficulties of borrowers can negatively affect the financials
sector. Insurance companies can be subject to severe price competition. The
financials sector can be subject to relatively rapid change as distinctions
between financial service segments become increasingly blurred.
Health Care
Sector. The health care sector is subject to government regulation
and reimbursement rates, as well as government approval of products and
services, which could have a significant effect on price and availability.
Furthermore, the types of products or services produced or provided by health
care companies quickly can become obsolete. In addition, pharmaceutical
companies and other companies in the health care sector can be significantly
affected by patent expirations.
Industrials
Sector. The industrials sector can be significantly affected by
general economic trends, including employment, economic growth, and interest
rates, changes in consumer sentiment and spending, commodity prices,
legislation, government regulation and spending, import controls, and worldwide
competition. Companies in this sector also can be adversely affected by
liability for environmental damage, depletion of resources, and mandated
expenditures for safety and pollution control.
Information Technology
Sector. The information technology
sector can be significantly affected by obsolescence of existing technology,
short product cycles, falling prices and profits, competition from new market
entrants, and general economic conditions. The issuers of technology
securities also may be smaller or newer companies, which may lack depth of
management, be unable to generate funds necessary for growth or potential
development, or be developing or marketing new products or services for which
markets are not yet established and may never become established.
Materials
Sector. The materials sector can be significantly affected by the
level and volatility of commodity prices, the exchange value of the dollar,
import and export controls, and worldwide competition. At times, worldwide
production of materials has exceeded demand as a result of over-building or
economic downturns, which has led to commodity price declines and unit price
reductions. Companies in this sector also can be adversely affected by liability
for environmental damage, depletion of resources, and mandated expenditures for
safety and pollution control.
Utilities
Sector. The utilities sector can be significantly affected by
government regulation, interest rate changes, financing difficulties, supply and
demand of services or fuel, changes in taxation, natural resource conservation,
intense competition, and commodity price fluctuations.
Securities
Loans. A Fund may lend portfolio securities to banks, brokerage
firms, and other institutional investors, provided that cash or equivalent
collateral, initially equal to at least 102% (105% in the case of foreign
securities) of the market value of the loaned securities, is maintained by the
borrower with the Fund or with the Fund’s lending agent, who holds the
collateral on the Fund’s behalf. Thereafter, cash or equivalent collateral,
equal to at least 100% of the market value of the loaned securities, is to be
continuously maintained by the borrower with the Fund. A Fund may invest the
cash collateral and earn income, or it may receive an agreed upon amount of
interest income from a borrower that has delivered equivalent collateral. During
the time securities are on loan, the borrower will pay the Fund an amount
equivalent to any dividends or interest paid on such securities. These loans are
subject to termination at the option of the Fund or the borrower. A Fund may pay
reasonable administrative and custodial fees in connection with a loan and may
pay a negotiated portion of the interest earned on the cash or equivalent
collateral to the borrower. A Fund does not have the right to vote on securities
while they are on loan. However, it is each Fund’s policy to attempt to
terminate loans in time to vote those proxies that the Fund has determined are
material to the interests of the Fund. The Manager believes the risk of loss on
these transactions is slight because if a borrower were to default for any
reason, the collateral should satisfy the obligation. However, as with other
extensions of secured credit, loans of portfolio securities involve some risk of
loss of rights in the collateral should the borrower fail financially. A Fund
may loan securities through third parties not affiliated with Neuberger Berman
BD LLC (“Neuberger Berman”) that would act as agent to lend securities to
principal borrowers.
Policies and
Limitations. A Fund
may lend portfolio securities with a value not exceeding 33-1/3% of its total
assets (taken at current value) to banks, brokerage firms, or other
institutional investors. The Funds have authorized State Street to effect loans
of available securities of the Funds with entities on State Street’s approved
list of borrowers, which includes State Street and its affiliates. The
Funds may obtain a list of these approved borrowers. Borrowers are required
continuously to secure their obligations to return securities on loan from a
Fund by depositing collateral in a form determined to be satisfactory by the
Fund Trustees. The collateral, which must be marked to market daily, must be
initially equal to at least 102% (105% in the case of foreign securities) of the
market value of the loaned securities, which will also be marked to market
daily. Thereafter, the collateral must be equal to at least 100% of the market
value of the loaned securities. See the section entitled “Cash Management and
Temporary Defensive Positions” for information on how a Fund may invest the
collateral obtained from securities lending. A Fund does not count uninvested
collateral for purposes of any investment policy or limitation that requires the
Fund to invest specific percentages of its assets in accordance with its
principal investment program.
The
following tables show the dollar amounts of income, and dollar amounts of fees
and/or compensation paid, relating to the securities lending activities during
the fiscal year ended August 31, 2020 of Neuberger Berman Emerging Markets Equity Fund, Neuberger Berman
Focus Fund, Neuberger Berman Guardian Fund, Neuberger Berman International Equity Fund, Neuberger Berman
International Select Fund, Neuberger
Berman International Small Cap Fund,
Neuberger Berman Large Cap Value Fund,
Neuberger Berman Mid Cap Growth Fund, and
Neuberger Berman Small Cap Growth
Fund.
|
Emerging
Markets
Equity Fund |
Gross income from
securities lending activities |
$221,975 |
Fees
and/or compensation paid by the Fund for securities lending activities and
related services |
Fees paid to securities lending agent
from a revenue split |
$9,556 |
Fees paid for any
cash collateral management service (including fees deducted from a pooled
cash collateral reinvestment vehicle) that are not included in the revenue
split |
$5,477 |
Administrative fees not included in
revenue split |
$0 |
Indemnification fees not included in
revenue split |
$0 |
Rebate (paid to borrower) |
$120,908 |
Other fees relating to the securities
lending program that are not included in the revenue split |
$0 |
Aggregate fees/compensation for securities
lending activities |
$135,941 |
Net income from securities lending
activities |
$86,034 |
|
|
Focus
Fund |
Gross income from
securities lending activities |
$24,965 |
Fees
and/or compensation paid by the Fund for securities lending activities and
related services |
Fees paid to securities lending agent
from a revenue split |
$1,688 |
Fees paid for any
cash collateral management service (including fees deducted from a pooled
cash collateral reinvestment vehicle) that are not included in the revenue
split |
$753 |
Administrative fees not included in
revenue split |
$0 |
Indemnification fees not included in
revenue split |
$0 |
Rebate (paid to borrower) |
$7,335 |
Other fees relating to the securities
lending program that are not included in the revenue split |
$0 |
Aggregate fees/compensation for securities
lending activities |
$9,776 |
Net income from securities lending
activities |
$15,189 |
|
|
Guardian
Fund |
Gross income from
securities lending activities |
$136,051 |
Fees
and/or compensation paid by the Fund for securities lending activities and
related services |
Fees paid to securities lending agent
from a revenue split |
$5,066 |
Fees paid for any
cash collateral management service (including fees deducted from a pooled
cash collateral reinvestment vehicle) that are not included in the revenue
split |
$4,648 |
Administrative fees not included in
revenue split |
$0 |
Indemnification fees not included in
revenue split |
$0 |
Rebate (paid to borrower) |
$80,729 |
Other fees relating to the securities
lending program that are not included in the revenue split |
$0 |
Aggregate fees/compensation for securities
lending activities |
$90,443 |
Net income from securities lending
activities |
$45,608 |
|
|
International
Equity
Fund |
Gross income from
securities lending activities |
$159,894 |
Fees
and/or compensation paid by the Fund for securities lending activities and
related services |
Fees paid to securities lending agent
from a revenue split |
$11,300 |
Fees paid for any
cash collateral management service (including fees deducted from a pooled
cash collateral reinvestment vehicle) that are not included in the revenue
split |
$2,961 |
Administrative fees not included in
revenue split |
$0 |
Indemnification fees not included in
revenue split |
$0 |
Rebate (paid to borrower) |
$43,927 |
Other fees relating to the securities
lending program that are not included in the revenue split |
$0 |
Aggregate fees/compensation for securities
lending activities |
$58,188 |
Net income from securities lending
activities |
$101,706 |
|
|
International
Select
Fund |
Gross income from
securities lending activities |
$16,612 |
Fees
and/or compensation paid by the Fund for securities lending activities and
related services |
Fees paid to securities lending agent
from a revenue split |
$1,155 |
Fees paid for any
cash collateral management service (including fees deducted from a pooled
cash collateral reinvestment vehicle) that are not included in the revenue
split |
$361 |
Administrative fees not included in
revenue split |
$0 |
Indemnification fees not included in
revenue split |
$0 |
Rebate (paid to borrower) |
$4,694 |
Other fees relating to the securities
lending program that are not included in the revenue split |
$0 |
Aggregate fees/compensation for securities
lending activities |
$6,210 |
Net income from securities lending
activities |
$10,402 |
|
|
International
Small
Cap
Fund |
Gross income from
securities lending activities |
$3,416 |
Fees
and/or compensation paid by the Fund for securities lending activities and
related services |
Fees paid to securities lending agent
from a revenue split |
$197 |
Fees paid for any
cash collateral management service (including fees deducted from a pooled
cash collateral reinvestment vehicle) that are not included in the revenue
split |
$74 |
Administrative fees not included in
revenue split |
$0 |
Indemnification fees not included in
revenue split |
$0 |
Rebate (paid to borrower) |
$1,338 |
Other fees relating to the securities
lending program that are not included in the revenue split |
$0 |
Aggregate fees/compensation for securities
lending activities |
$1,609 |
Net income from securities lending
activities |
$1,807 |
|
|
Large
Cap
Value
Fund |
Gross income from
securities lending activities |
$887,975 |
Fees
and/or compensation paid by the Fund for securities lending activities and
related services |
Fees paid to securities lending agent
from a revenue split |
$43,555 |
Fees paid for any
cash collateral management service (including fees deducted from a pooled
cash collateral reinvestment vehicle) that are not included in the revenue
split |
$19,822 |
Administrative fees not included in
revenue split |
$0 |
Indemnification fees not included in
revenue split |
$0 |
Rebate (paid to borrower) |
$432,596 |
Other fees relating to the securities
lending program that are not included in the revenue split |
$0 |
Aggregate fees/compensation for securities
lending activities |
$495,973 |
Net income from securities lending
activities |
$392,002 |
|
|
Mid
Cap
Growth
Fund |
Gross income from
securities lending activities |
$184,267 |
Fees
and/or compensation paid by the Fund for securities lending activities and
related services |
Fees paid to securities lending agent
from a revenue split |
$4,387 |
Fees paid for any
cash collateral management service (including fees deducted from a pooled
cash collateral reinvestment vehicle) that are not included in the revenue
split |
$5,068 |
Administrative fees not included in
revenue split |
$0 |
Indemnification fees not included in
revenue split |
$0 |
Rebate (paid to borrower) |
$135,305 |
Other fees relating to the securities
lending program that are not included in the revenue split |
$0 |
Aggregate fees/compensation for securities
lending activities |
$144,760 |
Net income from securities lending
activities |
$39,507 |
|
|
Small
Cap
Growth
Fund |
Gross income from
securities lending activities |
$98,529 |
Fees
and/or compensation paid by the Fund for securities lending activities and
related services |
Fees paid to securities lending agent
from a revenue split |
$3,152 |
Fees paid for any
cash collateral management service (including fees deducted from a pooled
cash collateral reinvestment vehicle) that are not included in the revenue
split |
$3,477 |
Administrative fees not included in
revenue split |
$0 |
Indemnification fees not included in
revenue split |
$0 |
Rebate (paid to borrower) |
$63,486 |
Other fees relating to the securities
lending program that are not included in the revenue split |
$0 |
Aggregate fees/compensation for securities
lending activities |
$70,115 |
Net income from securities lending
activities |
$28,414 |
|
Securities of
ETFs and Other Exchange-Traded Investment Vehicles. A Fund
may invest in the securities of ETFs and other pooled investment vehicles that
are traded on an exchange and that hold a portfolio of securities or other
financial instruments (collectively, “exchange-traded investment vehicles”).
When investing in the securities of exchange-traded investment vehicles, a Fund
will be indirectly exposed to all the risks of the portfolio securities or other
financial instruments they hold. The performance of an
exchange-traded investment vehicle will be reduced by transaction and other
expenses, including fees paid by the exchange-traded investment vehicle to
service providers. ETFs are investment companies that are registered as
open-end management companies or unit investment trusts. The limits that apply
to a Fund’s investment in securities of other investment companies generally
apply also to a Fund’s investment in securities of ETFs. See “Securities
of Other Investment Companies.”
Shares
of exchange-traded investment vehicles are listed and traded in the secondary
market. Many exchange-traded investment vehicles are passively managed and seek
to provide returns that track the price and yield performance of a particular
index or otherwise provide exposure to an asset class (e.g., currencies or
commodities). Although such exchange-traded investment vehicles may invest
in other instruments, they largely hold the securities (e.g., common stocks) of
the relevant index or financial instruments that provide exposure to the
relevant asset class. The share price of an exchange-traded investment vehicle
may not track its specified market index, if any, and may trade below its NAV.
An active secondary market in the shares of an exchange-traded investment
vehicle may not develop or be maintained and may be halted or interrupted due to
actions by its listing exchange, unusual market conditions, or other reasons.
There can be no assurance that the shares of an exchange-traded investment
vehicle will continue to be listed on an active exchange.
A Fund
also may effect short sales of exchange-traded investment vehicles and may
purchase and sell options on shares of exchange-traded investment
vehicles. If a Fund effects a short sale of an exchange-traded investment
vehicle, it may take long positions in individual securities held by the
exchange-traded investment vehicle to limit the potential loss in the event of
an increase in the market price of the exchange-traded investment vehicle sold
short.
Securities of
Other Investment Companies.
As indicated above, investments by a Fund in shares of other investment
companies are subject to the limitations of the 1940 Act and the rules and
regulations thereunder. However, pursuant to an exemptive order from the
SEC, a Fund is permitted to invest in shares of certain investment companies
beyond the limits contained in the 1940 Act and the rules and regulations
thereunder subject to the terms and conditions of the order. A Fund may invest in the securities of
other investment companies, including open-end management companies, closed-end
management companies (including business development companies (“BDCs”)) and
unit investment trusts, that are consistent with its investment objectives and
policies. Such an investment may be the most practical or only manner in
which a Fund can invest in certain asset classes or participate in certain
markets, such as foreign markets, because of the expenses involved or because
other vehicles for investing in those markets may not be available at the time
the Fund is ready to make an investment. When investing in the securities
of other investment companies, a Fund will be indirectly exposed to all the
risks of such investment companies' portfolio securities. In addition, as
a shareholder in an investment company, a Fund would indirectly bear its pro
rata share of that investment company’s advisory fees and other operating
expenses. Fees and expenses incurred indirectly by a Fund as a result of
its investment in shares of one or more other investment companies generally are
referred to as “acquired fund fees and expenses” and may appear as a separate
line item
in a Fund’s prospectus fee
table. For certain investment companies, such as BDCs, these expenses may be
significant. The 1940 Act imposes certain restraints upon the operations of a
BDC. For example, BDCs are required to invest at least 70% of their total assets
primarily in securities of private companies or thinly traded U.S. public
companies, cash, cash equivalents, U.S. government securities and high quality
debt investments that mature in one year or less. As a result, BDCs generally
invest in less mature private companies, which involve greater risk than well
established, publicly-traded companies. In addition, the shares of closed-end
management companies may involve the payment of substantial premiums above,
while the sale of such securities may be made at substantial discounts from, the
value of such issuers' portfolio securities. Historically, shares of closed-end
funds, including BDCs, have frequently traded at a discount to their net asset
value, which discounts have, on occasion, been substantial and lasted for
sustained periods of time.
Certain
money market funds that operate in accordance with Rule 2a-7 under the 1940 Act
float their NAV while others seek to preserve the value of investments at a
stable NAV (typically $1.00 per share). An investment in a money market fund,
even an investment in a fund seeking to maintain a stable NAV per share, is not
guaranteed, and it is possible for a Fund to lose money by investing in these
and other types of money market funds. If the liquidity of a money market fund’s
portfolio deteriorates below certain levels, the money market fund may suspend
redemptions (i.e., impose a redemption gate) and thereby prevent a Fund from
selling its investment in the money market fund or impose a fee of up to 2% on
amounts a Fund redeems from the money market fund (i.e., impose a liquidity
fee).
Policies and
Limitations. For cash management purposes, a Fund may invest
an unlimited amount of its uninvested cash and cash collateral received in
connection with securities lending in shares of money market funds and
unregistered funds that operate in compliance with Rule 2a-7 under the 1940 Act,
whether or not advised by the Manager or an affiliate, under specified
conditions. See “Cash Management and Temporary Defensive Positions.”
Otherwise, a
Fund’s investment in securities of other investment companies is generally
limited to (i) 3% of the total voting stock of any one investment company, (ii)
5% of the Fund’s total assets with respect to any one investment company and
(iii) 10% of the Fund’s total assets in all investment companies in the
aggregate. However, a Fund may exceed these limits when investing in
shares of an ETF, subject to the terms and conditions of an exemptive order from
the SEC obtained by the ETF that permits an investing fund, such as a Fund, to
invest in the ETF in excess of the limits described above. In addition,
each Fund may exceed these limits when investing in shares of certain other
investment companies, subject to the terms and conditions of an exemptive order
from the SEC.
Each
Fund is also able to invest up to 100% of its total assets in a master portfolio
with the same investment objectives, policies and limitations as the Fund.
Short
Sales. A Fund may use short sales for hedging and non-hedging
purposes. To effect a short sale, a Fund borrows a security from or through a
brokerage firm to make delivery to the buyer. The Fund is then obliged to
replace the borrowed security by purchasing it at the market price at the time
of replacement. Until the security is replaced, the Fund is required to pay the
lender any dividends on the borrowed security and may be required to pay loan
fees or interest.
A Fund
may realize a gain if the security declines in price between the date of the
short sale and the date on which the Fund replaces the borrowed security. A Fund
will incur a loss if the price of the security increases between those dates.
The amount of any gain will be decreased, and the amount of any loss will be
increased, by the amount of any premium or interest a Fund is required to pay in
connection with a short sale. A short position may be adversely affected by
imperfect correlation between movements in the prices of the securities sold
short and the securities being hedged.
A Fund
may also make short sales against-the-box, in which it sells short securities
only if it owns or has the right to obtain without payment of additional
consideration an equal amount of the same type of securities sold.
The
effect of short selling is similar to the effect of leverage. Short selling may
amplify changes in a Fund’s NAV. Short selling may also produce higher than
normal portfolio turnover, which may result in increased transaction costs to a
Fund.
When a
Fund is selling stocks short, it must maintain a segregated account of cash or
high-grade securities that, together with any collateral (exclusive of short
sale proceeds) that it is required to deposit with the securities lender or the
executing broker, is at least equal to the value of the shorted securities,
marked to market daily. As a result, a Fund may need to maintain high levels of
cash or liquid assets (such as Treasury Department bills, money market accounts,
repurchase agreements, certificates of deposit, high quality commercial paper
and long equity positions).
Policies and
Limitations. A Fund’s
ability to engage in short sales may be impaired by any temporary prohibitions
on short selling imposed by domestic and certain foreign government
regulators.
Special
Purpose Acquisition Companies. A Fund may invest in stock,
warrants or other securities of special purpose acquisition companies (“SPACs”)
or similar special purpose entities that pool funds to seek potential
acquisition opportunities. Unless and until an acquisition is completed, a SPAC
or similar entity generally maintains assets (less a portion retained to cover
expenses) in a trust account comprised of U.S. Government securities, money
market securities, and cash. If an acquisition is not completed within a
pre-established period of time, the invested funds are returned to the entity’s
shareholders. Because SPACs and similar entities are in essence blank-check
companies without an operating history or ongoing business other than seeking
acquisitions, the value of their securities is particularly dependent on the
ability of the entity’s management to identify and complete a profitable
acquisition. More recently, SPACs have provided an opportunity for startups to
go public without going through the traditional IPO process. This presents the
risk that startups may become publicly traded with potentially less due
diligence than what is typical in a traditional IPO through an underwriter.
Since SPAC sponsors often stand to earn equity in the company if a deal is
completed, SPAC sponsors may have a potential conflict of interest in completing
a deal that may be unfavorable for other investors in the SPAC. SPACs may allow
shareholders to redeem their pro rata investment immediately after the SPAC
announces a proposed acquisition, sometimes including interest, which may
prevent the entity’s management from completing the transaction. Some SPACs may
pursue acquisitions only within certain industries or regions, which may
increase the volatility of their prices. In addition, investments in SPACs may
include private placements, including PIPEs, and, accordingly, may be considered
illiquid and/or be subject to restrictions on resale.
Structured
Notes. A Fund may invest in structured notes, such as
participatory notes, issued by banks or broker-dealers that are designed to
replicate the performance of an underlying indicator. Underlying
indicators may include a security or other financial instrument, asset,
currency, interest rate, credit rating, commodity, volatility measure or index.
Generally, investments in such notes are used as a substitute for positions in
underlying indicators. Structured notes are a type of equity-linked
derivative which generally are traded over-the-counter (“OTC”). The performance
results of structured notes will not replicate exactly the performance of the
underlying indicator that the notes seek to replicate due to transaction costs
and other expenses.
Investments
in structured notes involve the same risks associated with a direct investment
in the underlying indicator the notes seek to replicate. The return on a
structured note that is linked to a particular underlying indicator generally is
increased to the extent of any dividends paid in connection with the underlying
indicator. However, the holder of a structured note typically does not receive
voting rights and other rights as it would if it directly owned the underlying
indicator. In addition, structured notes are subject to counterparty risk, which
is the risk that the broker-dealer or bank that issues the notes will not
fulfill its contractual obligation to complete the transaction with a Fund.
Structured notes constitute general unsecured contractual obligations of the
banks or broker-dealers that issue them, and a Fund is relying on the
creditworthiness of such banks or broker-dealers and has no rights under a
structured note against the issuer of an underlying indicator. Structured notes
involve transaction costs. Structured notes may be considered illiquid and,
therefore, structured notes considered illiquid will be subject to a Fund’s
percentage limitation on investments in illiquid securities.
Terrorism
Risks. The terrorist attacks in
the United States on September 11, 2001, had a disruptive effect on the
U.S. economy and financial markets. Terrorist attacks and other geopolitical
events have led to, and may in the future lead to, increased short-term market
volatility and may have long-term effects on U.S. and world economies and
financial markets. Those events could also have an acute effect on individual
issuers, related groups of issuers, or issuers concentrated in a single
geographic area. A similar disruption of the financial markets or other
terrorist attacks could adversely impact interest rates, auctions, secondary
trading, ratings, credit risk, inflation and other factors relating to portfolio
securities and adversely affect Fund service providers and the Funds’
operations.
Thermal Coal
Policy. The
Funds (except for Neuberger Berman Greater China
Fund and Neuberger Berman
Sustainable Equity Fund) prohibit the
initiation of new investments in securities issued by companies that have more
than 25% of revenue derived from thermal coal mining or are expanding new
thermal coal power generation, as determined by internal screens. The policy
outlined above does not apply to securities issued by foreign governments. For
securities issued by quasi-sovereign entities, the foreign government is not
considered the issuer of the security.
Warrants and
Rights. Warrants
and rights may be acquired by a Fund in connection with other securities or
separately. Warrants are securities permitting, but not obligating, their
holder to subscribe for other securities or commodities and provide a Fund with
the right to purchase at a later date other securities of the issuer.
Rights are similar to warrants but typically are issued by a company to existing
holders of its stock and provide those holders the right to purchase additional
shares of stock at a later date. Rights also normally have a shorter
duration than warrants. Warrants and rights do not carry with them the
right to dividends or voting rights with respect to the securities that they
entitle their holder to purchase, and they do not represent any rights in the
assets of the issuer. Warrants
and rights may be more
speculative than certain other types of investments and entail risks that are
not associated with a similar investment in a traditional equity
instrument. While warrants and rights are generally considered equity
securities, because the value of a warrant or right is derived, at least in
part, from the value of the underlying securities, they may be considered hybrid
instruments that have features of both equity securities and derivative
instruments. However, there are characteristics of warrants and rights
that differ from derivatives, including that the value of a warrant or right
does not necessarily change with the value of the underlying securities.
The purchase of warrants and rights involves the risk that a Fund could lose the
purchase value of the warrants or rights if the right to subscribe to additional
shares is not exercised prior to the warrants’ or rights’ expiration date
because warrants and rights cease to have value if they are not exercised prior
to their expiration date. Also, the purchase of warrants and rights involves the
risk that the effective price paid for the warrants or rights added to the
subscription price of the related security may exceed the value of the
subscribed security’s market price such as when there is no movement in the
price of the underlying security. The market for warrants or rights may be
very limited and it may be difficult to sell them promptly at an acceptable
price.
When-Issued
and Delayed-Delivery Securities and Forward Commitments. A Fund may purchase securities
on a when-issued or delayed-delivery basis and may purchase or sell securities
on a forward commitment basis. These transactions involve a commitment by a Fund
to purchase or sell securities at a future date (ordinarily within two months,
although a Fund may agree to a longer settlement period). These transactions may
involve mortgage-backed securities such as GNMA, Fannie Mae and Freddie Mac
certificates. The price of the underlying securities (usually expressed in terms
of yield) and the date when the securities will be delivered and paid for (the
settlement date) are fixed at the time the transaction is negotiated.
When-issued and delayed-delivery purchases and forward commitment transactions
are negotiated directly with the other party, and such commitments are not
traded on exchanges.
When-issued
and delayed-delivery purchases and forward commitment transactions enable a Fund
to “lock in” what the Manager believes to be an attractive price or yield on a
particular security for a period of time, regardless of future changes in
interest rates. For instance, in periods of rising interest rates and falling
prices, a Fund might sell securities it owns on a forward commitment basis to
limit its exposure to falling prices. In periods of falling interest rates and
rising prices, a Fund might purchase a security on a when-issued,
delayed-delivery or forward commitment basis and sell a similar security to
settle such purchase, thereby obtaining the benefit of currently higher yields.
When-issued, delayed-delivery and forward commitment transactions are subject to
the risk that the counterparty may fail to complete the purchase or sale of the
security. If this occurs, a Fund may lose the opportunity to purchase or sell
the security at the agreed upon price. To reduce this risk, a Fund will enter
into transactions with established counterparties and the Manager will monitor
the creditworthiness of such counterparties.
The
value of securities purchased on a when-issued, delayed-delivery or forward
commitment basis and any subsequent fluctuations in their value are reflected in
the computation of a Fund’s NAV starting on the date of the agreement to
purchase the securities. Because a Fund has not yet paid for the securities,
this produces an effect similar to leverage. A Fund does not earn interest on
securities it has committed to purchase until the securities are paid for and
delivered on the settlement date. Because a Fund is committed to buying them at
a certain price, any change in the value of these securities, even prior to
their issuance, affects the value of the Fund’s interests. The purchase of
securities on a
when-issued or delayed-delivery basis also involves a risk of loss if the value
of the security to be purchased declines before the settlement date. When a Fund
makes a forward commitment to sell securities it owns, the proceeds to be
received upon settlement are included in that Fund’s assets. Fluctuations in the
market value of the underlying securities are not reflected in a Fund’s NAV as
long as the commitment to sell remains in effect.
When-issued,
delayed-delivery and forward commitment transactions may cause a Fund to
liquidate positions when it may not be advantageous to do so in order to satisfy
its purchase or sale obligations.
Policies and
Limitations. A Fund
will purchase securities on a when-issued or delayed-delivery basis or purchase
or sell securities on a forward commitment basis only with the intention of
completing the transaction and actually purchasing or selling the securities. If
deemed advisable as a matter of investment strategy, however, a Fund may dispose
of or renegotiate a commitment after it has been entered into. A Fund also may
sell securities it has committed to purchase before those securities are
delivered to the Fund on the settlement date. A Fund may realize capital gains
or losses in connection with these transactions.
When a
Fund purchases securities on a when-issued, delayed-delivery or forward
commitment basis, the Fund will deposit in a segregated account with its
custodian, or designate on its records as segregated, until payment is made,
appropriate liquid securities having a value (determined daily) at least equal
to the amount of the Fund’s purchase commitments. In the case of a forward
commitment to sell portfolio securities, the portfolio securities will be held
in a segregated account, or the portfolio securities will be designated on a
Fund’s records as segregated, while the commitment is outstanding. These
procedures are designed to ensure that a Fund maintains sufficient assets at all
times to cover its obligations under when-issued and delayed-delivery purchases
and forward commitment transactions.
Zero Coupon
Securities, Step Coupon Securities, Pay-in-Kind Securities and Discount
Obligations. A
Fund may invest in zero coupon securities, step coupon securities and
pay-in-kind securities. These
securities are debt obligations that do not entitle the holder to any periodic
payment of interest prior to maturity or that specify a future date when the
securities begin to pay current interest. A Fund may also acquire certain debt
securities at a discount. These discount obligations involve special risk
considerations. Zero coupon securities and step coupon securities are issued and
traded at a discount from their face amount or par value (known as “original
issue discount” or “OID”). OID varies depending on prevailing interest rates,
the time remaining until cash payments begin, the liquidity of the security, and
the perceived credit quality of the issuer.
Zero
coupon securities and step coupon securities are redeemed at face value when
they mature. Accrued OID must be included in a Fund’s gross income for
federal tax purposes ratably each taxable year prior to the receipt of any
actual payments. Pay-in-kind securities pay “interest” through the issuance of
additional securities.
Because
each Fund must distribute substantially all of its net investment income
(including non-cash income attributable to OID and “interest” on pay-in-kind
securities) and net realized gains to its shareholders each taxable year to
continue to qualify for treatment as a RIC and to minimize or avoid payment of
federal income and excise taxes, a Fund may have to dispose of portfolio
securities
under disadvantageous
circumstances to generate cash, or may be required to borrow, to satisfy the
distribution requirements. See “Additional Tax Information – Taxation of the
Funds.”
The
market prices of zero coupon securities, step coupon securities, pay-in-kind
securities and discount obligations generally are more volatile than the prices
of securities that pay cash interest periodically. Those securities and
obligations are likely to respond to changes in interest rates to a greater
degree than other types of debt securities having a similar maturity and credit
quality.
Neuberger Berman Sustainable
Equity Fund -
Description of ESG criteria
ESG
Criteria
Neuberger Berman Sustainable Equity Fund believes that corporate
responsibility is a hallmark of quality and has the potential to produce
positive investment results. The Fund is designed to allow investors to put
their money to work and also support companies that follow principles of good
corporate citizenship. The Fund seeks long-term growth of capital by investing
primarily in securities of companies that meet its value-oriented financial and
environmental, social and governance (ESG) criteria. The Fund focuses on
companies that are responsive to environmental issues; are agents of favorable
change in workplace policies (particularly for women and minorities); are
committed to upholding universal human rights standards; and are good corporate
citizens. In addition, the Fund avoids companies with products with negative
public health implications.
The Fund looks for
companies that show leadership in their environmental and workplace
practices. The Fund seeks to invest in companies that demonstrate ESG
policies in the following areas:
|
◾ |
Employment practices and diversity policies |
|
◾ |
Product integrity (safety, quality) |
|
◾ |
Disclosure and sustainability reporting |
In addition to examining
ESG practices, the Fund endeavors to avoid companies that derive revenue from
gambling or the production of:
The Fund may also consider
public health issues, externalities associated with a company’s products, and
general corporate citizenship in making its investment decisions.
Interpretation of ESG Criteria
The Fund’s ESG Criteria
require interpretation in their application and are at the discretion of the
portfolio management team. The following discussion provides further detail
about the interpretation of the Fund’s ESG Criteria.
Tobacco
Manufacturers. The Fund does not buy
or hold companies that derive 5% or more of revenues from the manufacture of
tobacco products. This primarily excludes producers of cigarettes, cigars, pipe
tobacco, and smokeless tobacco products (snuff and chewing tobacco).
Processors and Suppliers. The Fund does not buy
or hold companies that are in the business of processing tobacco and supplying
tobacco to these manufacturers.
Retail Sales. The Fund does not buy
or hold companies that derive a majority of revenues from the retail sale of
tobacco products.
Tobacco-Related Products. The Fund does not buy
or hold companies that derive a majority of revenues from the sale of goods used
in the actual manufacture of tobacco products, such as cigarette papers and
filters.
The Fund may buy or hold companies that sell certain
key products to the tobacco industry. These items include: cigarette packets,
boxes, or cartons; the paperboard used in the manufacture of cigarette boxes or
cartons; the cellophane wrap used to enclose cigarette packets or boxes;
magazine or newspaper space sold for cigarette advertisements; and billboard
space rented for cigarette advertisements. In general, the Fund does not exclude
such companies from investment, although it may reconsider companies that derive
substantial revenues from these activities on a case-by-case basis.
Alcohol
Manufacturers and Producers. The Fund does not
buy or hold companies that derive 5% or more of revenues from the manufacture of
alcoholic beverages. This primarily excludes distillers of hard liquors,
brewers, and vintners.
Retail Sales. The Fund does not buy or hold
companies that derive a majority of revenues from the retail sale of alcoholic
beverages. This relates primarily to restaurant chains and convenience
stores.
The Fund may buy or hold:
|
◾ |
agricultural products companies that sell products to the alcohol
industry for use in the production of alcoholic beverages (primarily grain
alcohol producers); |
|
◾ |
companies that sell unprocessed agricultural goods, such as barley or
grapes, to producers of alcoholic beverages; or |
|
◾ |
companies that produce products to be used in production of alcohol
such as: enzymes, catalysts and fermentation
agents. |
Gambling
Owners and Operators. The Fund does not buy or
hold companies that derive 5% or more of revenues from the provision of gaming
services. This primarily excludes owners and operators of casinos, riverboat
gambling facilities, horse tracks, dog tracks, bingo parlors, or other betting
establishments.
Manufacturers of Gaming Equipment. The Fund
does not buy or hold companies that derive 5% or more of revenues from the
manufacture of gaming equipment or the provision of goods and services to
lottery operations.
The Fund may buy or hold companies
that:
|
◾ |
provide specialized financial services to casinos;
or |
|
◾ |
sell goods or services that are clearly nongaming-related to casinos
or other gaming operations. |
Nuclear Power
Majority Owners and Operators. The Fund does not buy
or hold companies that are majority owners or operators of nuclear power plants.
This primarily excludes major electric utility companies.
The Fund may buy or hold:
|
◾ |
engineering or construction companies that are involved in the
construction of a nuclear power plant or provide maintenance services to
such plants in operation; or |
|
◾ |
electric utility companies that are purchasers and distributors of
electricity that may have been generated from nuclear power plants (but
are not themselves majority owners/operators of such
plants). |
Military Contracting
Major Prime Contractors. The Fund does not buy
or hold companies that derive 5% or more of revenues from weapons related
contracts. Although the Fund may invest in companies that derive less than 5% of
revenues from weapons contracts, the Fund generally avoids large military
contractors that have weapons-related contracts that total less than 5% of
revenues but are, nevertheless, substantial in dollar value and designed
exclusively for weapons-related activities. While it is often difficult to
obtain precise weapons contracting figures, the Fund will make a good faith
effort to do so.
Non-Weapons-Related Sales to the Department of
Defense. The Fund does not buy
or hold companies that derive their total revenue primarily from non-consumer
sales to the Department of Defense (“DoD”).
In some cases, it is
difficult to clearly distinguish between contracts that are weapons-related and
those that are not. The Fund will use its best judgment in making such
determinations.
The Fund may buy or hold companies
that:
|
◾ |
have some minor military business; |
|
◾ |
have some contracts with the DoD for goods and services that are
clearly not weapons-related; or |
|
◾ |
manufacture computers, electric wiring, and semiconductors or that
provide telecommunications systems (in the absence of information that
these products and services are specifically and exclusively
weapons-related). |
Firearms/Munitions
Manufacturers. The Fund does not buy or hold
companies that produce firearms such as pistols, revolvers, rifles, shotguns, or
sub-machine guns. The Fund will also not buy or hold companies that produce
small arms ammunition. Likewise, the Fund seeks to avoid companies directly
involved with the production of controversial weapons, including anti-personnel
landmines, cluster munitions, and depleted uranium weapons.
Retailers. The Fund does not buy or hold
companies that derive a majority of revenues from the wholesale or retail
distribution of firearms or small arms ammunition.
Private Prisons
The Fund does not buy or
hold companies that are involved in the operation of for-profit prisons or the
provision of integral services to these types of facilities, given significant
social controversy, reputational risks, dependency on Department of Justice
policies, and facilities which are not easily reconfigurable for alternate
uses.
Environment
Best of
Class Approach
The Fund seeks to invest
in companies that have demonstrated a commitment to environmental stewardship
and sustainability through either
minimizing their environmental footprint or producing products and services that
have a direct environmental benefit. Among other things, it will look for
companies:
|
◾ |
that have integrated environmental management
systems; |
|
◾ |
have heightened awareness and are proactively addressing climate
change related issues; |
|
◾ |
have measurably reduced their emissions to the air, land or water
and/or are substantially lower than their peers; |
|
◾ |
continue to make progress in implementing environmental programs to
increase efficiency, decrease energy and water consumption and reduce
their overall impact on biodiversity; |
|
◾ |
have innovative processes or products that offer an environmental
benefit including but not limited to clean technology, renewables,
alternative energy and organic agriculture; |
|
◾ |
are committed to the public disclosure of environmental policies,
goals, and progress toward those goals; |
|
◾ |
have minimized penalties, liabilities and contingencies and are
operationally sustainable; and |
|
◾ |
participate in voluntary environmental multi-stakeholder initiatives
led by government agencies such as the Environmental Protection Agency
(EPA) and/or non-governmental organizations
(NGOs). |
Environmental Risk
The Fund seeks to avoid
companies whose products it has determined pose unacceptable levels of
environmental risk. To that end, the Fund does not buy or hold companies
that:
|
◾ |
are major manufacturers of hydrochloroflurocarbons, bromines, or
other ozone-depleting chemicals; |
|
◾ |
are major manufacturers of pesticides or chemical
fertilizers; |
|
◾ |
operate in the gold mining industry; |
|
◾ |
design, market, own, or operate nuclear power plants (see Nuclear
Power section); |
|
◾ |
derive more than 10% of revenues from the mining of thermal coal;
or |
|
◾ |
derive more than 10% of revenues from oils sands
extraction. |
The Fund may hold companies with exposure to fossil fuels such as natural
gas and oil.
In addition, for companies that are power generators (with more than 10% of
revenue from power generation) the Fund seeks to invest in companies that are
aligned with a lower carbon emissions economy. Specifically:
|
◾ |
The Fund seeks to avoid thermal coal. If more than 10% of revenue is
derived from generation, 30% is the maximum acceptable percentage of MWh
generation derived from thermal coal. |
|
◾ |
The Fund seeks to avoid liquid fuels (oil). If more than 10% of
revenue is derived from generation, 30% is the maximum acceptable
percentage of MWh generation derived from liquid fuels
(oil). |
|
◾ |
The Fund may invest in companies with natural gas generation where
the companies are increasing renewables penetration in the generation
mix. |
The
Fund seriously considers a company’s environmental liabilities, both accrued and
unaccrued, as a measure of environmental risk. It views public disclosure of
these liabilities as a positive step.
Regulatory Problems
The Fund seeks to avoid
companies with involvement in major environmental controversies. It will look at
a combination of factors in this area and will decide if, on balance, a company
qualifies for investment. Negative factors may include:
|
◾ |
environmental fines or penalties issued by a state or federal agency
or court over the most recent three calendar years;
and/or |
|
◾ |
highly publicized community environmental lawsuits or
controversies. |
Positive factors may
include:
|
◾ |
preparing for potential regulatory changes, |
|
◾ |
implementing a consistent set of standards across a company’s
business globally; and |
|
◾ |
having demonstrated consistent and sustained implementation of
practices that address and remedy prior fines, censures or
judgments. |
If a company already held
in the Fund becomes involved in an environmental controversy, the Fund will
communicate with the company to press for positive action. The Fund will not
necessarily divest the company’s shares if it perceives a path to remediation
and policies and procedures are implemented to mitigate risk of
recurrence.
Employment and Workplace
Practices
The Fund endeavors to
invest in companies whose employment and workplace practices are considered
progressive. Among other things, it will look for companies that:
|
◾ |
offer benefits such as maternity leave that exceeds the 12 unpaid
weeks mandated by the federal government; paid maternity leave; paternity
leave; subsidized child and elder care (particularly for lower-paid
staff); flexible spending accounts with dependent care options; flextime
or job-sharing arrangements; phaseback for new mothers; adoption
assistance; a full time work/family benefits manager; and/or health and
other benefits for same-sex domestic partners of its
employees; |
|
◾ |
have taken extraordinary steps to treat their unionized workforces
fairly; and |
|
◾ |
have exceptional workplace safety records, particularly Occupational
Safety and Health Administration Star certification for a substantial
number of its facilities and/or a marked decrease in their lost time
accidents and workers compensation insurance
rates. |
The Fund will seek to
avoid investing in companies that have:
|
◾ |
demonstrated a blatant disregard for worker safety;
or |
|
◾ |
historically had poor relations with their unionized workforces,
including involvement in unfair labor practices, union busting, and
denying employees the right to organize. |
Although the Fund is
deeply concerned about the labor practices of companies with international
operations, it may buy or hold companies that are currently or have been
involved in related controversies. The Fund recognizes that it is often
difficult to obtain accurate and consistent information in this area; however,
it will seek to include companies that are complying with or exceeding
International Labour Organization (ILO) standards.
Diversity
The Fund strives to invest
in companies that are leaders in promoting diversity in the workplace. Among
other factors, it will look for companies that:
|
◾ |
have implemented innovative hiring, training, or other programs for
women, people of color, and/or the disabled, or otherwise have a superior
reputation in the area of diversity; |
|
◾ |
promote women and people of color into senior line
positions; |
|
◾ |
appoint women and people of color to their boards of
directors; |
|
◾ |
offer diversity training and support groups;
and |
|
◾ |
purchase goods and services from women- and minority-owned
firms. |
The Fund attempts to avoid
companies with recent major discrimination lawsuits related to gender, race,
disability, or sexual orientation. In general, the Fund does not buy
companies:
|
◾ |
that are currently involved in unsettled major class action
discrimination lawsuits; |
|
◾ |
that are currently involved in unsettled major discrimination
lawsuits involving the U.S. Department of Justice or the EEOC (Equal
Employment Opportunity Commission); or |
|
◾ |
that have exceptional historical patterns of discriminatory
practices. |
Although the Fund views
companies involved in non-class action discrimination lawsuits and/or lawsuits
that have been settled or ruled upon with some concern, it may buy or hold such
companies. These types of lawsuits will be given particular weight if a company
does not have a strong record of promoting diversity in the workplace.
While the Fund encourages
companies to have diverse boards of directors and senior management, the absence
of women and minorities in these positions does not warrant a company’s
exclusion from the Fund.
Community Relations
The Fund believes that it
is important for companies to have positive relations with the communities in
which they are located inclusive of all races and socio-economic status. It will
seek to invest in companies that:
|
◾ |
have open communications within the communities in which they
operate; |
|
◾ |
actively support charitable organizations, particularly multi-year
commitments to local community groups; and |
|
◾ |
offer incentives (such as paid time off) to employees to volunteer
their time with charitable organizations; and |
|
◾ |
earn the ‘right to operate’ and minimize business interruption
through active communications with the local
community. |
The Fund seeks to avoid
companies with involvement in recent environmental controversies that have
significantly affected entire communities (See “Environmental Risk” and
“Regulatory Problems” above). The Fund will be particularly stringent with those
companies of which the managers are aware that do not have positive relations
with the communities in which they operate.
If a company already held
in the Fund becomes involved in a discrimination controversy or community
controversy, the Fund will communicate with the company to press for positive
action. The Fund will not necessarily divest the company’s shares if it
perceives a path to remediation and policies and procedures are implemented to
mitigate risk of recurrence.
Human Rights
The Fund endeavors to
invest in companies aligned with the United Nations Global Compact, which
recognizes universal human rights standards supported by the United Nations
Universal Declaration of Human Rights and the ILO system of standards. We look
for companies that:
|
◾ |
have taken steps to refine their disclosure methods so that they are
complete, consistent and measurable; |
|
◾ |
have developed or are in the process of developing a vision and human
rights strategy or to formalize an already existing standard and
process; |
|
◾ |
have identified or are in the process of identifying opportunities
that will enhance their overall business and/or where they can take a
leadership and advocacy role and extend principles to their suppliers,
networks and stakeholders within their sphere of influence;
or |
|
◾ |
strive to build partnerships with NGOs (non-governmental
organizations), local communities, labor unions and other businesses in
order to learn best practices. |
Product Integrity (Safety,
Quality)
The Fund seeks to avoid
companies whose products have negative public health implications. Among other
things, the Fund will consider:
|
◾ |
the nature of a company’s products; |
|
◾ |
whether a company has significant (already accrued or settled
lawsuits) or potentially significant (pending lawsuits or settlements)
product liabilities; |
|
◾ |
if a company’s products are innovative and/or address unmet needs,
with positive environmental and societal
benefits; |
|
◾ |
whether a company is a leader in quality, ethics and integrity across
the supply, production, distribution and post-consumption recycling
phases; or |
|
◾ |
whether a company has high quality control standards in place with
regards to animal welfare. |
Supply Chain Management
The Fund seeks companies
with well-managed supply chain systems that meet or exceed reliability,
efficiency, product quality and regulatory standards. Among other things, the
Fund will consider:
|
◾ |
companies that have identified or are in the process of identifying
the components of their supply chains; and |
|
◾ |
companies that engage suppliers to commit to an ESG standard code of
conduct. |
Disclosure
The Fund seeks companies
that demonstrate a commitment to:
|
◾ |
enhanced transparency and ESG/sustainability reporting, such as the
Global Reporting Initiative (GRI); and |
|
◾ |
participation in voluntary multi-stakeholder initiatives relevant to
their business and supply chain. |
General
Corporate Actions. If a company held in the
Fund subsequently becomes involved in tobacco, alcohol, gambling, weapons, or
nuclear power (as described above) through a corporate acquisition or change of
business strategy, and lacking a credible path to remediation no longer
satisfies the ESG Criteria, the Fund will eliminate the position at the time
deemed appropriate by the Fund given market conditions. The Fund will divest
such companies’ shares whether or not they have taken strong positive
initiatives in the other ESG areas that the Fund considers.
Ownership. The Fund does not buy or hold
companies that are majority owned by companies that are excluded by its ESG
Criteria.
Neuberger Berman Genesis
Fund
Neuberger
Berman Genesis Fund does not buy or hold
companies that manufacture firearms or ammunition for civilian use as determined
by a screen provided by a third party provider.
Each
Fund’s performance figures are based on historical results and are not intended
to indicate future performance. The share price and total return of each Fund
will vary, and an investment in a Fund, when redeemed, may be worth more or less
than an investor’s original cost.
The
following tables set forth information concerning the Fund Trustees and Officers
of the Trust. All persons named as Fund Trustees and Officers also serve in
similar capacities for other funds administered or managed by NBIA. A Fund
Trustee who is not an “interested person” of NBIA (including its affiliates) or
the Trust is deemed to be an independent Fund Trustee (“Independent Fund
Trustee”).
Name, (Year of Birth), and Address (1)
|
Position(s) and Length of Time Served (2) |
Principal Occupation(s)
(3)
|
Number of Funds in Fund Complex Overseen by Fund Trustee |
Other Directorships Held Outside Fund
Complex by Fund Trustee
(3) |
Independent Fund
Trustees |
Name, (Year of Birth), and Address (1)
|
Position(s) and Length of Time Served (2) |
Principal Occupation(s)
(3)
|
Number of Funds in Fund Complex Overseen by Fund Trustee |
Other Directorships Held Outside Fund
Complex by Fund Trustee
(3) |
Michael J. Cosgrove (1949) |
Trustee since 2015 |
President, Carragh Consulting USA, since 2014; formerly, Executive,
General Electric Company, 1970 to 2014, including President, Mutual Funds
and Global Investment Programs, GE Asset Management, 2011 to 2014,
President and Chief Executive Officer, Mutual Funds and Intermediary
Business, GE Asset Management, 2007 to 2011, President, Institutional
Sales and Marketing, GE Asset Management, 1998 to 2007, and Chief
Financial Officer, GE Asset Management, and Deputy Treasurer, GE Company,
1988 to 1993. |
46 |
Director, America Press, Inc. (not-for-profit Jesuit publisher),
since 2015; formerly, Director, Fordham University, 2001 to 2018;
formerly, Director, The Gabelli Go Anywhere Trust, June 2015 to June 2016;
formerly, Director, Skin Cancer Foundation (not-for-profit), 2006 to 2015;
formerly, Director, GE Investments Funds, Inc., 1997 to 2014; formerly,
Trustee, GE Institutional Funds, 1997 to 2014; formerly, Director, GE
Asset Management, 1988 to 2014; formerly, Director, Elfun Trusts, 1988 to
2014; formerly, Trustee, GE Pension & Benefit Plans, 1988 to 2014;
formerly, Member of Board of Governors, Investment Company
Institute. |
Marc Gary (1952) |
Trustee since 2015 |
Executive Vice Chancellor and Chief Operating Officer, Jewish
Theological Seminary, since 2012; formerly, Executive Vice President and
General Counsel, Fidelity Investments, 2007 to 2012; formerly, Executive
Vice President and General Counsel, BellSouth Corporation, 2004 to 2007;
formerly, Vice President and Associate General Counsel, BellSouth
Corporation, 2000 to 2004; formerly, Associate, Partner, and National
Litigation Practice Co-Chair, Mayer, Brown LLP, 1981 to 2000; formerly,
Associate Independent Counsel, Office of Independent Counsel, 1990 to
1992. |
46 |
Director, UJA Federation of Greater New York, since 2019; Trustee,
Jewish Theological Seminary, since 2015; Director, Legility, Inc.
(privately held for-profit company), since 2012; Director, Lawyers
Committee for Civil Rights Under Law (not-for-profit), since 2005;
formerly, Director, Equal Justice Works (not-for-profit), 2005 to 2014;
formerly, Director, Corporate Counsel Institute, Georgetown University Law
Center, 2007 to 2012; formerly, Director, Greater Boston Legal Services
(not-for-profit), 2007 to 2012. |
Name, (Year of Birth), and Address (1)
|
Position(s) and Length of Time Served (2) |
Principal Occupation(s)
(3)
|
Number of Funds in Fund Complex Overseen by Fund Trustee |
Other Directorships Held Outside Fund
Complex by Fund Trustee
(3) |
Martha C. Goss (1949) |
Trustee since 2007 |
President, Woodhill Enterprises Inc./Chase Hollow Associates LLC
(personal investment vehicle), since 2006; formerly, Consultant, Resources
Global Professionals (temporary staffing), 2002 to 2006; formerly, Chief
Financial Officer, Booz-Allen & Hamilton, Inc., 1995 to 1999;
formerly, Enterprise Risk Officer, Prudential Insurance, 1994 to1995;
formerly, President, Prudential Asset Management Company, 1992 to 1994;
formerly, President, Prudential Power Funding (investments in electric and
gas utilities and alternative energy projects), 1989 to 1992; formerly,
Treasurer, Prudential Insurance Company, 1983 to 1989. |
46 |
Director, American Water (water utility), since 2003; Director,
Allianz Life of New York (insurance), since 2005; Director, Berger Group
Holdings, Inc. (engineering consulting firm), since 2013; Director,
Financial Women’s Association of New York (not-for-profit association),
since 2003; Trustee Emerita, Brown University, since 1998; Director,
Museum of American Finance (not-for-profit), since 2013; formerly,
Non-Executive Chair and Director, Channel Reinsurance (financial guaranty
reinsurance), 2006 to 2010; formerly, Director, Ocwen Financial
Corporation (mortgage servicing), 2005 to 2010; formerly, Director,
Claire’s Stores, Inc. (retailer), 2005 to 2007; formerly, Director,
Parsons Brinckerhoff Inc. (engineering consulting firm), 2007 to 2010;
formerly, Director, Bank Leumi (commercial bank), 2005 to 2007; formerly,
Advisory Board Member, Attensity (software developer), 2005 to
2007. |
Michael M. Knetter (1960) |
Trustee since 2007 |
President and Chief Executive Officer, University of Wisconsin
Foundation, since 2010; formerly, Dean, School of Business, University of
Wisconsin - Madison; formerly, Professor of International Economics and
Associate Dean, Amos Tuck School of Business - Dartmouth College, 1998 to
2002. |
46 |
Director, 1 William Street Credit Income Fund, since 2018; Board
Member, American Family Insurance (a mutual company, not publicly traded),
since March 2009; formerly, Trustee, Northwestern Mutual Series Fund,
Inc., 2007 to 2011; formerly, Director, Wausau Paper, 2005 to 2011;
formerly, Director, Great Wolf Resorts, 2004 to 2009. |
Deborah C. McLean (1954) |
Trustee since 2015 |
Member, Circle Financial Group (private wealth management membership
practice), since 2011; Managing Director, Golden Seeds LLC (an angel
investing group), since 2009; Adjunct Professor, Columbia University
School of International and Public Affairs, since 2008; formerly, Visiting
Assistant Professor, Fairfield University, Dolan School of Business, Fall
2007; formerly, Adjunct Associate Professor of Finance, Richmond, The
American International University in London, 1999 to 2007. |
46 |
Board member, Norwalk Community College Foundation, since 2014;
Dean's Advisory Council, Radcliffe Institute for Advanced Study, since
2014; formerly, Director and Treasurer, At Home in Darien
(not-for-profit), 2012 to 2014; formerly, Director, National Executive
Service Corps (not-for-profit), 2012 to 2013; formerly, Trustee, Richmond,
The American International University in London, 1999 to
2013. |
Name, (Year of Birth), and Address (1)
|
Position(s) and Length of Time Served (2) |
Principal Occupation(s)
(3)
|
Number of Funds in Fund Complex Overseen by Fund Trustee |
Other Directorships Held Outside Fund
Complex by Fund Trustee
(3) |
George W. Morriss (1947) |
Trustee since 2007 |
Adjunct Professor, Columbia University School of International and
Public Affairs, since 2012; formerly, Executive Vice President and Chief
Financial Officer, People's United Bank, Connecticut (a financial services
company), 1991 to 2001. |
46 |
Director, 1 William Street Credit Income Fund, since 2018; Director
and Chair, Thrivent Church Loan and Income Fund, since 2018; formerly,
Trustee, Steben Alternative Investment Funds, Steben Select Multi-Strategy
Fund, and Steben Select Multi-Strategy Master Fund, 2013 to 2017;
formerly, Treasurer, National Association of Corporate Directors,
Connecticut Chapter, 2011 to 2015; formerly, Manager, Larch Lane
Multi-Strategy Fund complex (which consisted of three funds), 2006 to
2011; formerly, Member, NASDAQ Issuers’ Affairs Committee, 1995 to
2003. |
Tom D. Seip (1950) |
Trustee since 2000; Chairman of the Board
since 2008; formerly Lead Independent Trustee from 2006 to 2008 |
Formerly, Managing Member, Ridgefield Farm LLC (a private investment
vehicle), 2004 to 2016; formerly, President and CEO, Westaff, Inc.
(temporary staffing), May 2001 to January 2002; formerly, Senior
Executive, The Charles Schwab Corporation, 1983 to 1998, including Chief
Executive Officer, Charles Schwab Investment Management, Inc.; Trustee,
Schwab Family of Funds and Schwab Investments, 1997 to 1998; and Executive
Vice President-Retail Brokerage, Charles Schwab & Co., Inc., 1994 to
1997. |
46 |
Formerly, Director, H&R Block, Inc. (tax services company), 2001
to 2018; formerly, Director, Talbot Hospice Inc., 2013 to 2016; formerly,
Chairman, Governance and Nominating Committee, H&R Block, Inc., 2011
to 2015; formerly, Chairman, Compensation Committee, H&R Block, Inc.,
2006 to 2010; formerly, Director, Forward Management, Inc. (asset
management company), 1999 to 2006. |
James G. Stavridis (1955) |
Trustee since 2015 |
Operating Executive, The Carlyle Group, since 2018; Commentator, NBC
News, since 2015; formerly, Dean, Fletcher School of Law and Diplomacy,
Tufts University, 2013 to 2018; formerly, Admiral, United States Navy,
1976 to 2013, including Supreme Allied Commander, NATO and Commander,
European Command, 2009 to 2013, and Commander, United States Southern
Command, 2006 to 2009. |
46 |
Director, American Water (water utility), since 2018; Director, NFP
Corp. (insurance broker and consultant), since 2017; Director, U.S. Naval
Institute, since 2014; Director, Onassis Foundation, since 2014; Director,
BMC Software Federal, LLC, since 2014; Director, Vertical Knowledge, LLC,
since 2013; formerly, Director, Navy Federal Credit Union,
2000-2002. |
Name, (Year of Birth), and Address (1)
|
Position(s) and Length of Time Served (2) |
Principal Occupation(s)
(3)
|
Number of Funds in Fund Complex Overseen by Fund Trustee |
Other Directorships Held Outside Fund
Complex by Fund Trustee
(3) |
Peter P. Trapp (1944) |
Trustee since 2000 |
Retired; formerly, Regional Manager for Mid-Southern Region, Ford
Motor Credit Company, September 1997 to 2007; formerly, President, Ford
Life Insurance Company, April 1995 to August 1997. |
46 |
None. |
Name, (Year of Birth), and Address (1)
|
Position(s) and Length of Time Served (2) |
Principal Occupation(s)
(3)
|
Number of Funds in Fund Complex Overseen by Fund Trustee |
Other Directorships Held Outside Fund
Complex by Fund Trustee
(3) |
Fund Trustees who are
“Interested Persons” |
Joseph V. Amato* (1962) |
Chief Executive Officer and President
since 2018 and Trustee since 2009 |
President and Director, Neuberger Berman Group LLC, since 2009;
President and Chief Executive Officer, Neuberger Berman BD LLC and
Neuberger Berman Holdings LLC (including its predecessor, Neuberger Berman
Inc.), since 2007; Chief Investment Officer (Equities) and President
(Equities), NBIA (formerly, Neuberger Berman Fixed Income LLC and
including predecessor entities), since 2007, and Board Member of NBIA
since 2006; formerly, Global Head of Asset Management of Lehman Brothers
Holdings Inc.’s (“LBHI”) Investment Management Division, 2006 to 2009;
formerly, member of LBHI’s Investment Management Division’s Executive
Management Committee, 2006 to 2009; formerly, Managing Director, Lehman
Brothers Inc. (“LBI”), 2006 to 2008; formerly, Chief Recruiting and
Development Officer, LBI, 2005 to 2006; formerly, Global Head of LBI’s
Equity Sales and a Member of its Equities Division Executive Committee,
2003 to 2005; President and Chief Executive Officer, ten registered
investment companies for which NBIA acts as investment manager and/or
administrator. |
46 |
Member of Board of Advisors, McDonough School of Business, Georgetown
University, since 2001; Member of New York City Board of Advisors, Teach
for America, since 2005; Trustee, Montclair Kimberley Academy (private
school), since 2007; Member of Board of Regents, Georgetown University,
since 2013. |
|
(1) |
The business address of each listed person is 1290 Avenue of the
Americas, New York, NY 10104. |
|
(2) |
Pursuant to the Trust’s Amended and Restated Trust Instrument,
subject to any limitations on the term of service imposed by the By-Laws
or any retirement policy adopted by the Fund Trustees, each Fund Trustee
shall hold office for life or until his or her successor is elected or the
Trust terminates; except that (a) any Fund Trustee may resign by
delivering a written resignation; (b) any Fund Trustee may be removed with
or without cause at any time by a written instrument signed by at least
two-thirds of the other Fund Trustees; (c) any Fund Trustee who requests
to be retired, or who has become unable to serve, may be retired by a
written instrument signed by a majority of the other Fund Trustees; and
(d) any Fund Trustee may be removed at any shareholder meeting by a vote
of at least two-thirds of the outstanding
shares. |
|
(3) |
Except as otherwise indicated, each individual has held the positions
shown during at least the last five years. |
|
* |
Indicates a Fund Trustee who is an “interested person” within the
meaning of the 1940 Act. Mr. Amato is an interested person of the Trust by
virtue of the fact that he is an officer of NBIA and/or its
affiliates. |
Name, (Year of Birth),
and Address
(1) |
Position(s) and Length
of Time Served
(2) |
Principal Occupation(s)
(3) |
Claudia A. Brandon (1956) |
Executive Vice President since 2008 and Secretary since 1985 |
Senior Vice President, Neuberger Berman, since 2007 and Employee
since 1999; Senior Vice President, NBIA, since 2008 and Assistant
Secretary since 2004; formerly, Vice President, Neuberger Berman, 2002 to
2006; formerly, Vice President — Mutual Fund Board Relations, NBIA, 2000
to 2008; formerly, Vice President, NBIA, 1986 to 1999 and Employee, 1984
to 1999; Executive Vice President and Secretary, twenty-nine registered
investment companies for which NBIA acts as investment manager and/or
administrator. |
Agnes Diaz (1971) |
Vice President since 2013 |
Senior Vice President, Neuberger Berman, since 2012; Senior Vice
President, NBIA, since 2012 and Employee since 1996; formerly, Vice
President, Neuberger Berman, 2007 to 2012; Vice President, ten registered
investment companies for which NBIA acts as investment manager and/or
administrator. |
Anthony DiBernardo (1979) |
Assistant Treasurer since 2011 |
Senior Vice President, Neuberger Berman, since 2014; Senior Vice
President, NBIA, since 2014, and Employee since 2003; formerly, Vice
President, Neuberger Berman, 2009 to 2014; Assistant Treasurer, ten
registered investment companies for which NBIA acts as investment manager
and/or administrator. |
Savonne L. Ferguson (1973) |
Chief Compliance Officer since 2018 |
Senior Vice President, Chief Compliance Officer (Mutual Funds) and
Associate General Counsel, NBIA, since November 2018; formerly, Vice
President T. Rowe Price Group, Inc. (2018), Vice President and Senior
Legal Counsel, T. Rowe Price Associates, Inc. (2014-2018), Vice President
and Director of Regulatory Fund Administration, PNC Capital Advisors, LLC
(2009-2014), Secretary, PNC Funds and PNC Advantage Funds (2010-2014);
Chief Compliance Officer, twenty-nine registered investment companies for
which NBIA acts as investment manager and/or
administrator. |
Name, (Year of Birth),
and Address
(1) |
Position(s) and Length
of Time Served
(2) |
Principal Occupation(s)
(3) |
Corey A. Issing (1978) |
Chief Legal Officer since 2016 (only for purposes of sections 307 and
406 of the Sarbanes-Oxley Act of 2002) |
General Counsel and Head of Compliance — Mutual Funds since 2016 and
Managing Director, NBIA, since 2017; formerly, Associate General Counsel
(2015 to 2016), Counsel (2007 to 2015), Senior Vice President (2013-2016),
Vice President (2009 — 2013); Chief Legal Officer (only for purposes of
sections 307 and 406 of the Sarbanes-Oxley Act of 2002), twenty-nine
registered investment companies for which NBIA acts as investment manager
and/or administrator. |
Sheila R. James (1965) |
Assistant Secretary since 2002 |
Vice President, Neuberger Berman, since 2008 and Employee since 1999;
Vice President, NBIA, since 2008; formerly, Assistant Vice President,
Neuberger Berman, 2007; Employee, NBIA, 1991 to 1999; Assistant Secretary,
twenty-nine registered investment companies for which NBIA acts as
investment manager and/or administrator. |
Brian Kerrane (1969) |
Chief Operating Officer since 2015 and Vice President since
2008 |
Managing Director, Neuberger Berman, since 2013; Chief Operating
Officer — Mutual Funds and Managing Director, NBIA, since 2015; formerly,
Senior Vice President, Neuberger Berman, 2006 to 2014; Vice President,
NBIA, 2008 to 2015 and Employee since 1991; Chief Operating Officer, ten
registered investment companies for which NBIA acts as investment manager
and/or administrator; Vice President, twenty-nine registered investment
companies for which NBIA acts as investment manager and/or
administrator. |
Anthony Maltese (1959) |
Vice President since 2015 |
Senior Vice President, Neuberger Berman, since 2014 and Employee
since 2000; Senior Vice President, NBIA, since 2014; Vice President, ten
registered investment companies for which NBIA acts as investment manager
and/or administrator. |
Josephine Marone (1963) |
Assistant Secretary since 2017 |
Senior Paralegal, Neuberger Berman, since 2007 and Employee since
2007; Assistant Secretary, twenty-nine registered investment companies for
which NBIA acts as investment manager and/or
administrator. |
Name, (Year of Birth),
and Address
(1) |
Position(s) and Length
of Time Served
(2) |
Principal Occupation(s)
(3) |
Owen F. McEntee, Jr. (1961) |
Vice President since 2008 |
Vice President, Neuberger Berman, since 2006; Vice President, NBIA,
since 2006 and Employee since 1992; Vice President, ten registered
investment companies for which NBIA acts as investment manager and/or
administrator. |
John M. McGovern (1970) |
Treasurer and Principal Financial and Accounting Officer since
2005 |
Senior Vice President, Neuberger Berman, since 2007; Senior Vice
President, NBIA, since 2007 and Employee since 1993; formerly, Vice
President, Neuberger Berman, 2004 to 2006; formerly, Assistant Treasurer,
2002 to 2005; Treasurer and Principal Financial and Accounting Officer,
ten registered investment companies for which NBIA acts as investment
manager and/or administrator. |
Frank Rosato (1971) |
Assistant Treasurer since 2005 |
Vice President, Neuberger Berman, since 2006; Vice President, NBIA,
since 2006 and Employee since 1995; Assistant Treasurer, ten registered
investment companies for which NBIA acts as investment manager and/or
administrator. |
Niketh Velamoor (1979) |
Anti-Money Laundering Compliance Officer since 2018 |
Senior Vice President and Associate General Counsel, Neuberger
Berman, since July 2018; Assistant United States Attorney, Southern
District of New York, 2009 to 2018; Anti-Money Laundering Compliance
Officer, four registered investment companies for which NBIA acts as
investment manager and/or administrator. |
|
(1) |
The business address of each listed person is 1290 Avenue of the
Americas, New York, NY 10104. |
|
(2) |
Pursuant to the By-Laws of the Trust, each officer elected by the
Fund Trustees shall hold office until his or her successor shall have been
elected and qualified or until his or her earlier death, inability to
serve, or resignation. Officers serve at the pleasure of the Fund Trustees
and may be removed at any time with or without
cause. |
|
(3) |
Except as otherwise indicated, each individual has held the positions
shown during at least the last five years. |
The Board of Trustees
The
Board of Trustees (“Board”) is responsible for managing the business and affairs
of the Trust. Among other things, the Board generally oversees the portfolio
management of each Fund and reviews and approves each Fund’s investment advisory
and sub-advisory contracts and other principal contracts.
The
Board has appointed an Independent Fund Trustee to serve in the role of Chairman
of the Board. The Chair’s primary responsibilities are (i) to participate
in the preparation of the agenda for meetings of the Board and in the
identification of information to be presented to the Board; (ii) to preside at
all meetings of the Board; (iii) to act as the Board’s liaison with management
between meetings of the Board; and (iv) to act as the primary contact for board
communications. The Chair may perform such other functions as may be
requested by the Board from time to time. Except for any duties specified
herein or pursuant to the Trust’s Declaration of Trust or By-laws, the
designation as Chair does not impose on such Independent Fund Trustee any
duties, obligations or liability that is greater than the duties, obligations or
liability imposed on such person as a member of the Board, generally.
As
described below, the Board has an established committee structure through which
the Board considers and addresses important matters involving the Funds,
including those identified as presenting conflicts or potential conflicts of
interest for management. The Independent Fund Trustees also regularly meet
outside the presence of management and are advised by experienced independent
legal counsel knowledgeable in matters of investment company regulation.
The Board periodically evaluates its structure and composition as well as
various aspects of its operations. The Board believes that its leadership
structure, including its Independent Chair and its committee structure, is
appropriate in light of, among other factors, the asset size of the fund complex
overseen by the Board, the nature and number of funds overseen by the Board, the
number of Fund Trustees, the range of experience represented on the Board, and
the Board’s responsibilities.
Additional Information About Fund
Trustees
In
choosing each Fund Trustee to serve, the Board was generally aware of each Fund
Trustee’s skills, experience, judgment, analytical ability, intelligence, common
sense, previous profit and not-for-profit board membership and, for each
Independent Fund Trustee, his or her demonstrated willingness to take an
independent and questioning stance toward management. Each Fund Trustee
also now has considerable familiarity with the Trust and each Fund of the Trust,
their investment manager, sub-advisers, administrator and distributor, and their
operations, as well as the special regulatory requirements governing regulated
investment companies and the special responsibilities of investment company
directors, and in the case of each Trustee who has served on the Board over
multiple years, as a result of his or her substantial prior service as a Trustee
of the Trust. No particular qualification, experience or background
establishes the basis for any Fund Trustee’s position on the Board and the
Governance and Nominating Committee and individual Board members may have
attributed different weights to the various factors.
In
addition to the information set forth in the table above and other relevant
qualifications, experience, attributes or skills applicable to a particular Fund
Trustee, the following provides further information about the qualifications and
experience of each Fund Trustee.
Independent
Fund Trustees
Michael J. Cosgrove: Mr. Cosgrove is
President of an asset management consulting firm. He has experience as
President, Chief Executive Officer, and Chief Financial Officer of the asset
management division of a major multinational corporation. He also has experience
as a President of institutional sales and marketing for the asset management
division of the same corporation, where he
was
responsible for all distribution, marketing, and development of mutual fund
products. He also has served as a member of the boards of various not-for-profit
organizations. He has served as a Fund Trustee for multiple years.
Marc Gary: Mr. Gary has legal and investment
management experience as executive vice president and general counsel of a major
asset management firm. He also has experience as executive vice president and
general counsel at a large corporation, and as national litigation practice
chair at a large law firm. He has served as a member of the boards of various
profit and not-for-profit organizations. He currently is a trustee and the
executive vice chancellor and COO of a religious seminary where he oversees the
seminary’s institutional budget. He has served as a Fund Trustee for multiple
years.
Martha Clark Goss: Ms. Goss has
experience as chief operating and financial officer of an insurance holding
company. She has experience as an investment professional, head of an
investment unit and treasurer for a major insurance company, experience as the
Chief Financial Officer of two consulting firms, and experience as a lending
officer and credit analyst at a major bank. She has experience managing a
personal investment vehicle. She has served as a member of the boards of
various profit and not-for-profit organizations and a university. She has
served as a Fund Trustee for multiple years.
Michael M. Knetter: Dr. Knetter has
organizational management experience as a dean of a major university business
school and as President and CEO of a university supporting foundation. He
also has responsibility for overseeing management of the university’s
endowment. He has academic experience as a professor of international
economics. He has served as a member of the boards of various public
companies and another mutual fund. He has served as a Fund Trustee for
multiple years.
Deborah C. McLean: Ms. McLean has experience
in the financial services industry. She is currently involved with a high net
worth private wealth management membership practice and an angel investing
group, where she is active in investment screening and deal leadership and
execution. For many years she has been engaged in numerous roles with a variety
of not-for-profit and private company boards and has taught corporate finance at
the graduate and undergraduate levels. She commenced her professional training
at a major financial services corporation, where she was employed for multiple
years. She has served as a Fund Trustee for
multiple years.
George W. Morriss: Mr. Morriss has
experience in senior management and as chief financial officer of a financial
services company. He has investment management experience as a portfolio manager
managing personal and institutional funds. He has served as a member of a
committee of representatives from companies listed on NASDAQ. He has served on
the board of another mutual fund complex. He has served as a member of the board
of funds of hedge funds. He has an advanced degree in finance. He has served as
a Fund Trustee for multiple years.
Tom D. Seip: Mr. Seip has experience in
senior management and as chief executive officer and director of a financial
services company overseeing other mutual funds and brokerage. He has experience
as director of an asset management company. He has experience in management of a
private investment partnership. He has served as a Fund Trustee for multiple
years and as Independent Chair and/or Lead Independent Trustee of the
Board.
James G. Stavridis: Admiral Stavridis has
organizational management experience as a dean of a major university school of
law and diplomacy. He also held many leadership roles with the United States
Navy over the span of nearly four decades, including serving as NATO’s Supreme
Allied Commander Europe and serving at the Pentagon at different periods of time
as a strategic and long range planner on the staffs of the chief of Naval
Operations, as the chairman of the Joint Chiefs of Staff, and as Commander, U.S.
Southern Command. He has also served as an advisor to private and public
companies on geopolitical and cybersecurity matters. He has served as a
Fund Trustee for multiple years.
Peter P. Trapp: Mr. Trapp has experience
in senior management of a credit company and several insurance companies. He has
served as a member of the board of other mutual funds. He is a Fellow in the
Society of Actuaries. He has served as a Fund Trustee for multiple years.
Fund
Trustees who are “Interested Persons”
Joseph V. Amato: Mr. Amato has
investment management experience as an executive with Neuberger Berman and
another financial services firm. Effective July 1, 2018, Mr. Amato serves
as Managing Director of Neuberger Berman and President–Mutual Funds of NBIA. He
also serves as Neuberger Berman’s Chief Investment Officer for equity
investments. He has experience in leadership roles within Neuberger Berman
and its affiliated entities. He has served as a member of the board of a
major university business school. He has served as a Fund Trustee since
2009.
Information About Committees
The
Board has established several standing committees to oversee particular aspects
of the Funds’ management. The standing committees of the Board are described
below.
Audit Committee. The Audit Committee’s
purposes are: (a) in accordance with exchange requirements and Rule 32a-4 under
the 1940 Act, to oversee the accounting and financial reporting processes of the
Funds and, as the Committee deems appropriate, to inquire into the internal
control over financial reporting of service providers; (b) in accordance with
exchange requirements and Rule 32a-4 under the 1940 Act, to oversee the quality
and integrity of the Funds’ financial statements and the independent audit
thereof; (c) in accordance with exchange requirements and Rule 32a-4 under the
1940 Act, to oversee, or, as appropriate, assist Board oversight of, the Funds’
compliance with legal and regulatory requirements that relate to the Funds’
accounting and financial reporting, internal control over financial reporting
and independent audits; (d) to approve prior to appointment the engagement of
the Funds’ independent registered public accounting firms and, in connection
therewith, to review and evaluate the qualifications, independence and
performance of the Funds’ independent registered public accounting firms; (e) to
act as a liaison between the Funds’ independent registered public accounting
firms and the full Board; (f) to monitor the operation of policies and
procedures reasonably designed to ensure that each portfolio holding is valued
in an appropriate and timely manner, reflecting information known to management
about the issuer, current market
conditions, and other
material factors (“Pricing Procedures”); (g) to consider and evaluate, and
recommend to the Board when the Committee deems it appropriate, amendments to
the Pricing Procedures proposed by management, counsel, the auditors and others;
and (h) from time to time, as required or permitted by the Pricing Procedures,
to establish or ratify a method of determining the fair value of portfolio
securities for which market prices are not readily available. Its members are
Michael J. Cosgrove (Chair), Martha C. Goss (Vice Chair), Deborah C. McLean, and
Peter P. Trapp. All members are Independent Fund Trustees. During the fiscal
year ended August 31, 2020, the Committee met 7 times.
Contract Review Committee. The Contract Review
Committee is responsible for overseeing and guiding the process by which the
Independent Fund Trustees annually consider whether to approve or renew the
Trust’s principal contractual arrangements and Rule 12b-1 plans. Its members are
Marc Gary, Deborah C. McLean (Chair), and George W. Morriss (Vice Chair). All
members are Independent Fund Trustees. During the fiscal year ended August 31,
2020, the Committee met 4 times.
Ethics and Compliance Committee. The Ethics
and Compliance Committee generally oversees: (a) the Trust’s program for
compliance with Rule 38a-1 and the Trust’s implementation and enforcement of its
compliance policies and procedures; (b) the compliance with the Trust’s Code of
Ethics, which restricts the personal securities transactions, including
transactions in Fund shares, of employees, officers, and trustees; (c) the
activities of the Trust’s Chief Compliance Officer (“CCO”); (d) the activities
of management personnel responsible for identifying, prioritizing, and managing
compliance risks; (e) the adequacy and fairness of the arrangements for
securities lending, if any, in a manner consistent with applicable regulatory
requirements, with special emphasis on any arrangements in which a Fund deals
with the manager or any affiliate of the manager as principal or agent; (f) the
program by which the manager seeks to monitor and improve the quality of
execution for portfolio transactions; and (g) the quarterly and annual
management reports on contractual arrangements with third party intermediaries,
including payments to, and the nature and quality of the services provided by
such parties. The Committee shall not assume oversight duties to the extent that
such duties have been assigned by the Board expressly to another Committee of
the Board (such as oversight of internal controls over financial reporting,
which has been assigned to the Audit Committee.) The Committee’s primary
function is oversight. Each investment adviser, subadviser, principal
underwriter, administrator, custodian and transfer agent (collectively, “Service
Providers”) is responsible for its own compliance with the federal securities
laws and for devising, implementing, maintaining and updating appropriate
policies, procedures and codes of ethics to ensure compliance with applicable
laws and regulations and their contracts with the Funds. The CCO is responsible
for administering each Fund’s Compliance Program, including devising and
implementing appropriate methods of testing compliance by the Fund and its
Service Providers. Its members are Marc Gary (Chair), Michael M. Knetter, Tom D.
Seip, and James G. Stavridis. All members are Independent Fund Trustees. During
the fiscal year ended August 31, 2020, the Committee met 4 times. The entire
Board will receive at least annually a report on the compliance programs of the
Trust and service providers and the required annual reports on the
administration of the Code of Ethics and the required annual certifications from
the Trust, NBIA and Green Court.
Executive Committee. The Executive Committee
is responsible for acting in an emergency when a quorum of the Board of Trustees
is not available; the Committee has all the powers of the Board of Trustees when
the Board is not in session to the extent permitted by Delaware law. Its
members are Joseph V.
Amato (Vice Chair), Michael J. Cosgrove, Marc Gary, Martha C. Goss, Michael M.
Knetter, Deborah C. McLean, George W. Morriss, and Tom D. Seip (Chair). All
members, except for Mr. Amato, are Independent Fund Trustees. During the fiscal
year ended August 31, 2020, the Committee met 1 time.
Governance and Nominating Committee. The
Governance and Nominating Committee is responsible for: (a) considering and
evaluating the structure, composition and operation of the Board of Trustees and
each committee thereof, including the operation of the annual self-evaluation by
the Board; (b) evaluating and nominating individuals to serve as Fund Trustees
including as Independent Fund Trustees, as members of committees, as Chair of
the Board and as officers of the Trust; (c) recommending for Board approval any
proposed changes to Committee membership and recommending for Board and
Committee approval any proposed changes to the Chair and Vice Chair appointments
of any Committee following consultation with members of each such Committee; and
(d) considering and making recommendations relating to the compensation of
Independent Fund Trustees. Its members are Martha C. Goss (Chair), Michael M.
Knetter, Tom D. Seip, and James G. Stavridis (Vice Chair). All members are
Independent Fund Trustees. The selection and nomination of candidates to serve
as independent trustees is committed to the discretion of the current
Independent Fund Trustees. The Committee will consider nominees recommended by
shareholders; shareholders may send resumes of recommended persons to the
attention of Claudia A. Brandon, Secretary, Neuberger Berman Equity Funds, 1290
Avenue of the Americas, New York, NY 10104. During the fiscal year ended August
31, 2020, the Committee met 4 times.
Investment Performance Committee. The
Investment Performance Committee is responsible for overseeing and guiding the
process by which the Board reviews Fund performance and interfacing with
management personnel responsible for investment risk management. Each Fund
Trustee is a member of the Committee. Michael M. Knetter and Peter P. Trapp are
the Chair and the Vice Chair, respectively, of the Committee. All members,
except for Mr. Amato, are Independent Fund Trustees. During the fiscal
year ended August 31, 2020, the Committee met 4 times.
Risk Management Oversight
As an
integral part of its responsibility for oversight of the Funds in the interests
of shareholders, the Board oversees risk management of the Funds’ administration
and operations. The Board views risk management as an important responsibility
of management.
A Fund
faces a number of risks, such as investment risk, counterparty risk, valuation
risk, liquidity risk, reputational risk, risk of operational failure or lack of
business continuity, cybersecurity risk, and legal, compliance and regulatory
risk. Risk management seeks to identify and address risks, i.e., events or
circumstances that could have material adverse effects on the business,
operations, shareholder services, investment performance or reputation of a
Fund. Under the overall supervision of the Board, the Funds, the Funds’
investment manager, a Fund’s sub-adviser (as applicable), and the affiliates of
the investment manager and the sub-adviser, or other service providers to the
Funds, employ a variety of processes, procedures and controls to identify
various of those possible events or circumstances, to lessen the probability of
their occurrence and/or to mitigate the effects of such events or circumstances
if they do occur. Different processes, procedures and controls are employed with
respect to different types of risks.
The
Board exercises oversight of the investment manager’s risk management processes
primarily through the Board’s committee structure. The various committees,
as appropriate, and/or, at times, the Board, meet periodically with the Chief
Risk Officer, head of operational risk, the Chief Information Security Officer,
the Chief Compliance Officer, the Treasurer, the Chief Investment Officers for
equity, alternative and fixed income, the heads of Internal Audit, and the
Funds’ independent auditor. The committees or the Board, as appropriate, review
with these individuals, among other things, the design and implementation of
risk management strategies in their respective areas, and events and
circumstances that have arisen and responses thereto.
The
Board recognizes that not all risks that may affect the Funds can be identified,
that it may not be practical or cost-effective to eliminate or mitigate certain
risks, that it may be necessary to bear certain risks (such as
investment-related risks) to achieve the Funds’ goals, and that the processes,
procedures and controls employed to address certain risks may be limited in
their effectiveness. Moreover, reports received by the Fund Trustees as to
risk management matters are typically summaries of the relevant information.
Furthermore, it is in the very nature of certain risks that they can be
evaluated only as probabilities, and not as certainties. As a result of the
foregoing and other factors, the Board’s risk management oversight is subject to
substantial limitations, and no risk management program can predict the
likelihood or seriousness of, or mitigate the effects of, all potential
risks.
Compensation and Indemnification
The
Trust’s Trust Instrument provides that the Trust will indemnify its Fund
Trustees and officers against liabilities and expenses reasonably incurred in
connection with litigation in which they may be involved because of their
offices with the Trust, unless it is adjudicated that they (a) engaged in bad
faith, willful misfeasance, gross negligence, or reckless disregard of the
duties involved in the conduct of their offices, or (b) did not act in good
faith in the reasonable belief that their action was in the best interest of the
Trust. In the case of settlement, such indemnification will not be provided
unless it has been determined (by a court or other body approving the settlement
or other disposition, by a majority of disinterested trustees based upon a
review of readily available facts, or in a written opinion of independent
counsel) that such officers or Fund Trustees have not engaged in willful
misfeasance, bad faith, gross negligence, or reckless disregard of their
duties.
Officers and
Fund Trustees who are interested persons of the Trust, as defined in the 1940
Act, receive no salary or fees from the Trust.
Effective
January 1, 2020, for serving as a trustee of the Neuberger Berman Funds, each
Independent Fund Trustee and any Fund Trustee who is an “interested person” of
the Trust but who is not an employee of NBIA or its affiliates receives an
annual retainer of $160,000, paid quarterly, and a fee of $15,000 for each of
the regularly scheduled meetings he or she attends in-person or by telephone.
Prior to January 1, 2020, for serving as a trustee of the Neuberger Berman
Funds, each Independent Fund Trustee and any Fund Trustee who is an “interested
person” of the Trust but who is not an employee of NBIA or its affiliates
received an annual retainer of $150,000, paid quarterly, and a fee of $15,000
for each of the regularly scheduled meetings he or she attends in-person or by
telephone. For any additional special in-person or telephonic meeting of the
Board, the Governance and Nominating Committee will determine whether a fee is
warranted. To compensate for the additional time commitment, the Chair of the
Audit Committee and the Chair of the Contract Review
Committee
each receives $20,000 per year and each Chair of the other Committees receives
$15,000 per year, with the exception of the Chair of the Executive Committee who
receives no additional compensation for this role. No additional compensation is
provided for service on a Board committee. The Chair of the Board who is also an
Independent Fund Trustee receives an additional $40,000 per year. Prior to
January 1, 2020, the Chair of the Board received an additional $50,000 per
year.
The
Neuberger Berman Funds reimburse Independent Fund Trustees for their travel and
other out-of-pocket expenses related to attendance at Board meetings. The
Independent Fund Trustee compensation is allocated to each fund in the fund
family based on a method the Board of Trustees finds reasonable.
The
following table sets forth information concerning the compensation of the Fund
Trustees. The Trust does not have any retirement plan for the Fund
Trustees.
TABLE OF
COMPENSATION
FOR FISCAL YEAR ENDED
8/31/2020
Name and Position with
the Trust
|
Aggregate
Compensation from the Trust
|
Total Compensation
from Investment
Companies in the Neuberger Berman Fund Complex Paid to
Fund Trustees
|
Independent Fund Trustees |
Michael J. Cosgrove
Trustee |
$94,549 |
$235,000 |
Marc Gary
Trustee |
$92,538 |
$230,000 |
Martha C. Goss
Trustee |
$92,538 |
$230,000 |
Michael M. Knetter
Trustee |
$92,538 |
$230,000 |
Deborah C. McLean
Trustee |
$94,549 |
$235,000 |
George W. Morriss
Trustee |
$92,538 |
$230,000 |
Tom D. Seip Chairman of the Board and Trustee |
$104,574 |
$260,000 |
James G. Stavridis
Trustee |
$86,505 |
$215,000 |
Candace L. Straight Trustee2 |
$86,505 |
$215,000 |
Peter P. Trapp Trustee |
$86,505 |
$215,000 |
Name and Position with
the Trust
|
Aggregate
Compensation from the Trust
|
Total Compensation
from Investment
Companies in the Neuberger Berman Fund Complex Paid to
Fund Trustees
|
Fund Trustees who are “Interested
Persons” |
Joseph V. Amato
President, Chief Executive Officer and Trustee |
$0 |
$0 |
Robert Conti Trustee1 |
$86,505 |
$215,000 |
1All compensation paid to Robert Conti
for service as a member of the Boards of Directors/Trustees of the Neuberger
Berman Fund Complex, including the Trust, were paid for the period following his
retirement from employment at Neuberger Berman. Mr. Conti unexpectedly passed
away in July 2020.
2 Ms. Straight
unexpectedly passed away in June 2021.
Ownership of Equity Securities by
the Fund Trustees
The following tables set forth the dollar range of securities owned by each
Fund Trustee in each Fund, as of December 31, 2020.
|
Dividend
Growth
Fund |
Emerging
Markets
Equity
Fund |
Equity
Income
Fund |
Focus
Fund |
Genesis
Fund |
Global
Equity
Fund |
Global
Real
Estate
Fund |
Greater
China
Equity
Fund |
Guardian
Fund |
Int’l
Equity
Fund |
Int’l
Select
Fund |
Independent
Fund Trustees |
|
|
|
|
|
|
|
|
|
|
|
Michael J. Cosgrove |
A |
C |
C |
A |
C |
A |
A |
A |
A |
B |
A |
Marc Gary |
A |
A |
A |
A |
A |
A |
A |
A |
A |
A |
A |
Martha C. Goss |
E |
C |
C |
A |
D |
A |
A |
C |
A |
A |
A |
Michael M. Knetter |
E |
A |
A |
A |
E |
A |
A |
A |
D |
D |
A |
Deborah C. McLean |
A |
D |
A |
A |
E |
A |
A |
C |
A |
A |
A |
George W. Morriss |
A |
C |
A |
A |
E |
A |
A |
A |
E |
A |
D |
Tom D. Seip |
A |
A |
A |
A |
E |
A |
A |
D |
E |
A |
A |
James G. Stavridis |
A |
C |
A |
D |
C |
A |
A |
A |
A |
C |
A |
Peter P. Trapp |
A |
E |
A |
A |
E |
A |
A |
A |
A |
A |
D |
Fund
Trustees who are “Interested Persons” |
|
|
|
|
|
|
|
|
|
|
|
Joseph V. Amato |
A |
E |
A |
A |
E |
A |
A |
A |
A |
A |
E |
A = None; B = $1-$10,000; C = $10,001 - $50,000; D = $50,001-$100,000; E =
over $100,000
|
Intrinsic Value
Fund |
Large Cap Value
Fund |
Mid Cap Growth
Fund |
Mid Cap Intrinsic Value
Fund |
Multi-Cap Opportunities
Fund |
Real Estate Fund |
Small Cap Growth
Fund |
Sustainable Equity
Fund |
Independent Fund
Trustees |
|
|
|
|
|
|
|
|
Michael J. Cosgrove^ |
C |
C |
C |
A |
C |
A |
C |
A |
Marc Gary^ |
A |
A |
A |
A |
E |
A |
A |
A |
Martha C. Goss |
A |
A |
C |
A |
A |
A |
D |
A |
Michael M. Knetter |
D |
D |
D |
D |
E |
E |
A |
A |
Deborah C. McLean^ |
D |
A |
A |
A |
A |
A |
C |
A |
George W. Morriss |
A |
D |
E |
D |
A |
A |
D |
A |
Tom D. Seip |
A |
A |
A |
A |
A |
A |
A |
A |
James G. Stavridis^ |
A |
A |
C |
A |
A |
C |
A |
A |
Peter P. Trapp |
A |
A |
A |
A |
A |
A |
C |
A |
Fund Trustees who are
“Interested Persons” |
|
|
|
|
|
|
|
|
Joseph V. Amato |
A |
A |
A |
A |
A |
A |
A |
A |
A = None; B = $1-$10,000; C = $10,001 - $50,000; D = $50,001-$100,000; E =
over $100,000
The following table sets
forth the aggregate dollar range of securities owned by each Fund Trustee in all
the funds in the fund family overseen by the Fund Trustee, valued as of December
31, 2020.
Name of Fund Trustee |
Aggregate Dollar Range of Equity Securities
Held in all Registered Investment Companies Overseen by Fund Trustee
in Family of Investment Companies |
Independent Fund Trustees |
Michael J. Cosgrove |
E |
Marc Gary |
E |
Martha C. Goss |
E |
Michael M. Knetter |
E |
Deborah C. McLean |
E |
George W. Morriss |
E |
Tom D. Seip |
E |
James G. Stavridis |
E |
Peter
P. Trapp |
E
|
Fund Trustees who are “Interested
Persons” |
Joseph V. Amato |
E |
A = None; B = $1-$10,000; C = $10,001 - $50,000; D = $50,001-$100,000; E =
over $100,000
As of November 15, 2020, the
Fund Trustees and officers of the Trust, as a group, owned beneficially or of
record 9.92% of Dividend Growth Fund-Class A, 3.04% of Guardian Fund-Investor
Class, 1.42% of International Select Fund Class A, 1.21% of International Select
Fund-Institutional Class and less than 1% of the outstanding shares of the other
funds. In addition, on June 15, 2021, the Fund Trustees and officers of the
Trust, as a group, owned beneficially or of record less than 1% of the
outstanding shares of each Class of Neuberger Berman Equity Income Fund, Neuberger Berman Genesis Fund, Neuberger Berman International Equity Fund, Neuberger
Berman Large Cap Value Fund, Neuberger
Berman Multi-Cap Opportunities Fund, and
Neuberger Berman Real Estate Fund.
Independent Fund Trustees’ Ownership of
Securities
No
Independent Fund Trustee (including his/her immediate family members) owns any
securities (not including shares of registered investment companies) in any
Neuberger Berman entity.
NBIA
serves as the investment manager to the Funds pursuant to management agreements
with the Trust, dated May 4, 2009 for each Fund (except Neuberger Berman Dividend Growth Fund, Neuberger Berman Global Real Estate Fund and Neuberger Berman
Greater China Equity Fund, Neuberger
Berman International Small Cap Fund, and
Neuberger Berman U.S. Equity Impact Fund)
and dated July 16, 2013 for Neuberger Berman Dividend Growth Fund, Neuberger Berman Global Real Estate Fund, Neuberger Berman Greater China Equity Fund, Neuberger
Berman International Small Cap Fund, and
Neuberger Berman U.S. Equity Impact Fund
(each a “Management Agreement” and collectively, the “Management
Agreements”).
The
Management Agreements provide, in substance, that NBIA will make and implement
investment decisions for the Funds in its discretion and will continuously
develop an investment program for the Funds’ assets. The Management Agreements
permit NBIA to effect securities transactions on behalf of the Funds through
associated persons of NBIA. The Management Agreements also specifically permit
NBIA to compensate, through higher commissions, brokers and dealers who provide
investment research and analysis to the Funds.
NBIA
provides to each Fund, without separate cost, office space, equipment, and
facilities and the personnel necessary to perform executive, administrative, and
clerical functions. NBIA pays all salaries, expenses, and fees of the officers,
trustees, and employees of the Trust who are officers, directors, or employees
of NBIA. One director of NBIA, who also serves as an officer of NBIA, presently
serves as a Fund Trustee and/or officer of the Trust. See “Trustees and
Officers.” Each Fund pays NBIA a management fee based on the Fund’s
average daily net assets, as described below.
NBIA
engages Green Court as sub-adviser to Neuberger Berman Greater China Equity Fund to choose the Fund’s
investments and handle its day-to-day investment business. See
“Sub-Adviser” below.
NBIA
also provides facilities, services, and personnel as well as accounting, record
keeping and other services to the Funds pursuant to eleven administration
agreements with the Trust, one for
Investor Class dated May
4, 2009, two for Trust Class dated May 4, 2009, one for Advisor Class dated May
4, 2009, two for Institutional Class dated May 4, 2009, one for Class A dated
May 4, 2009, one for Class C dated May 4, 2009, one for Class R3 dated May 15,
2009, one for Class R6 dated March 12, 2013, and one for Class E dated July 2,
2021 (each, an “Administration Agreement” and collectively the
“Administration Agreements”). For such administrative services, each Class of a
Fund pays NBIA a fee based on the Class’s average daily net assets, as described
below.
Under
each Administration Agreement, NBIA provides to each Class and its shareholders
certain shareholder, shareholder-related, and other services that are not
furnished by the Fund’s shareholder servicing agent or third party investment
providers. NBIA provides the direct shareholder services specified in the
Administration Agreements and assists the shareholder servicing agent or third
party investment providers in the development and implementation of specified
programs and systems to enhance overall shareholder servicing capabilities. NBIA
or the third party investment provider solicits and gathers shareholder proxies,
performs services connected with the qualification of each Fund’s shares for
sale in various states, and furnishes other services the parties agree from time
to time should be provided under the Administration Agreements.
The
services provided by NBIA under the Management Agreements and Administration
Agreements include, among others, overall responsibility for providing all
supervisory, management, and administrative services reasonably necessary for
the operation of the Funds, which may include, among others, compliance
monitoring, operational and investment risk management, legal and administrative
services and portfolio accounting services. These services also include,
among other things: (i) coordinating and overseeing all matters relating to the
operation of the Funds, including overseeing the shareholder servicing agent,
custodian, accounting services agent, independent auditors, legal counsel and
other agents and contractors engaged by the Funds; (ii) assuring that all
financial, accounting and other records required to be prepared and preserved by
each Fund are prepared and preserved by it or on its behalf in accordance with
applicable laws and regulations; (iii) assisting in the preparation of all
periodic reports by the Funds to shareholders; (iv) assisting in the preparation
of all reports and filings required to maintain the registration and
qualification of each Fund and its shares, or to meet other regulatory or tax
requirements applicable to the Fund under federal and state securities and tax
laws; and (v) furnishing such office space, office equipment and office
facilities as are adequate for the needs of the Funds.
NBIA also plays an active
role in the daily pricing of Fund shares, provides information to the Board
necessary to its oversight of certain valuation functions, and annually conducts
due diligence on the outside independent pricing services. NBIA prepares
reports and other materials necessary and appropriate for the Board’s ongoing
oversight of each Fund and its service providers; prepares an extensive report
in connection with the Board’s annual review of the Management Agreement,
Sub-Advisory Agreement, Distribution
Agreements and Rule 12b-1 Plans and, in connection therewith, gathers and
synthesizes materials from the Subadviser; and monitors the Subadviser’s
implementation of its compliance program and code of ethics as they relate to
the applicable Fund.
Each
Management Agreement continues until October 31, 2021. Each Management Agreement
is renewable thereafter from year to year with respect to a Fund, so long as its
continuance is approved at least annually (1) by the vote of a majority of the
Independent Fund Trustees and (2) by the vote of a majority of the Fund
Trustees or by a 1940 Act majority vote of the outstanding shares of that Fund.
Each Administration Agreement continues until October 31, 2021. Each
Administration
Agreement is renewable
thereafter from year to year with respect to a Fund, so long as its continuance
is approved at least annually (1) by the vote of a majority of the
Independent Fund Trustees, and (2) by the vote of a majority of the Fund
Trustees or by a 1940 Act majority vote of the outstanding shares of that
Fund.
Each
Management Agreement is terminable, without penalty, with respect to a Fund on
60 days’ written notice either by the Trust or by NBIA. Each Administration
Agreement is terminable, without penalty, with respect to a Fund on
60 days’ written notice either by the Trust or by NBIA. Each Agreement
terminates automatically if it is assigned.
From
time to time, NBIA or a Fund may enter into arrangements with registered
broker-dealers or other third parties pursuant to which it pays the
broker-dealer or third party a per account fee or a fee based on a percentage of
the aggregate NAV of Fund shares purchased by the broker-dealer or third party
on behalf of its customers, in payment for administrative and other services
rendered to such customers.
NBIA
may engage one or more of foreign affiliates that are not registered under the
1940 Act (“participating affiliates”) in accordance with applicable SEC
no‐action letters. As participating affiliates, whether or not registered with
the SEC, the affiliates may provide designated investment personnel to associate
with NBIA as “associated persons” of NBIA and perform specific advisory services
for NBIA, including services for the Fund, which may involve, among other
services, portfolio management and/or placing orders for securities and other
instruments. The employees of a participating affiliate are designated to act
for NBIA and are subject to certain NBIA policies and procedures as well as
supervision and periodic monitoring by NBIA. The Funds will pay no
additional fees and expenses as a result of any such arrangements.
Third
parties may be subject to federal or state laws that limit their ability to
provide certain administrative or distribution related services. NBIA and the
Funds intend to contract with third parties for only those services they may
legally provide. If, due to a change in laws governing those third parties or in
the interpretation of any such law, a third party is prohibited from performing
some or all of the above-described services, NBIA or a Fund may be required to
find alternative means of providing those services. Any such change is not
expected to impact the Funds or their shareholders adversely.
From
time to time, NBIA or its affiliates may invest “seed” capital in a Fund. These
investments are generally intended to enable the Fund to commence investment
operations and achieve sufficient scale. NBIA and its affiliates may, from time
to time, hedge some or all of the investment exposure of the seed capital
invested in the Fund.
For
investment management services, each Fund (except Neuberger Berman Dividend Growth Fund, Neuberger Berman Emerging Markets Equity Fund, Neuberger
Berman Genesis Fund, Neuberger Berman
Global Real Estate Fund, Neuberger Berman
Greater China Equity Fund, Neuberger
Berman Integrated Large Cap Fund,
Neuberger Berman International Equity
Fund, Neuberger Berman International Small Cap Fund, Neuberger Berman Intrinsic Value Fund, Neuberger Berman Multi-Cap Opportunities Fund, Neuberger Berman
Real Estate Fund and
Neuberger Berman Small Cap Growth Fund) pays NBIA a fee at the
annual rate of 0.550% of the first $250 million of that Fund’s average daily net
assets, 0.525% of the next $250 million, 0.500% of the next $250 million, 0.475%
of the next $250 million, 0.450% of the next $500 million, 0.425% of the next
$2.5 billion, and 0.400% of average daily net assets in excess of $4
billion.
For
investment management services, Neuberger Berman Dividend Growth Fund pays NBIA a fee at the
annual rate of 0.500% of the first $1.5 billion of the Fund’s average daily net
assets, 0.475% of the next $2.5 billion, and 0.450% of average daily net assets
in excess of $4 billion.
For
investment management services, Neuberger Berman Emerging Markets Equity Fund pays NBIA a fee at
the annual rate of 1.000% of the first $250 million of the Fund’s average daily
net assets, 0.975% of the next $250 million, 0.950% of the next $250 million,
0.925% of the next $250 million, 0.900% of the next $500 million, 0.875% of the
next $2.5 billion, and 0.850% of average daily net assets in excess of $4
billion.
For
investment management services, Neuberger Berman Genesis Fund pays NBIA a fee at the annual rate
of 0.850% of the first $250 million of that Fund’s average daily net assets,
0.800% of the next $250 million, 0.750% of the next $250 million, 0.700% of the
next $250 million, 0.650% of the next $13 billion, and 0.600% average daily net
assets in excess of $14 billion. Prior to April 25, 2017, Neuberger Berman
Genesis Fund paid NBIA a fee at the
annual rate of 0.850% of the first $250 million of that Fund’s average daily net
assets, 0.800% of the next $250 million, 0.750% of the next $250 million, 0.700%
of the next $250 million and 0.650% of average daily net assets in excess of $1
billion.
For
investment management services, each of Neuberger Berman Global Real Estate Fund and Neuberger Berman
Real Estate Fund pays NBIA a fee at the
annual rate of 0.800% of the Fund’s average daily net assets.
For
investment management services, Neuberger Berman Greater China Equity Fund pays NBIA a fee at
the annual rate of 1.100% of the first $1 billion of the Fund’s average daily
net assets, and 0.950% of average daily net assets in excess of $1
billion.
For
investment management services, Neuberger Berman
Integrated Large Cap Fund pays NBIA a fee at the annual rate of 0.200% of
the Fund’s average daily net assets. Prior to September 3, 2019, Neuberger
Berman Integrated Large Cap Fund paid
NBIA a fee at the annual rate of 0.550% of the Fund’s average daily net assets.
Prior to December 8, 2016, Neuberger Berman Integrated Large Cap Fund paid NBIA a fee at
the annual rate of 0.750% of the first $250 million of the Fund’s average daily
net assets, 0.725% of the next $250 million, 0.700% of the next $250 million,
0.675% of the next $250 million, 0.650% of the next $500 million, 0.625% of the
next $2.5 billion, and 0.600% of average daily net assets in excess of $4
billion.
For
investment management services, Neuberger Berman International Equity Fund pays NBIA a fee at
the annual rate of 0.850% of the first $250 million of that Fund’s average daily
net assets, 0.825% of the next $250 million, 0.800% of the next $250 million,
0.775% of the next $250 million, 0.750% of the next $500 million, 0.725% of the
next $1 billion, and 0.700% of average daily net assets in excess of $2.5
billion.
For
investment management services, Neuberger Berman International Small Cap Fund pays NBIA a fee at
the annual rate of 0.850% of the first $250 million, 0.825% of the next $250
million, 0.800% of the next $250 million, 0.775% of the next $250 million,
0.750% of the next $500 million, 0.725% of the next $2.5 billion, and 0.700% of
average daily net assets in excess of $4 billion.
For
investment management services, each of Neuberger Berman Intrinsic Value Fund and Neuberger Berman Small Cap Growth Fund pays NBIA a fee at the
annual rate of 0.850% of the first $250 million of that Fund’s average daily net
assets, 0.800% of the next $250 million, 0.750% of the next $250 million, 0.700%
of the next $250 million and 0.650% of average daily net assets in excess of $1
billion.
For
investment management services, Neuberger Berman Multi-Cap Opportunities Fund pays NBIA a fee at
the annual rate of 0.600% of the first $250 million of the Fund’s average daily
net assets, 0.575% of the next $250 million, 0.550% of the next $250 million,
0.525% of the next $250 million, 0.500% of the next $500 million, 0.475% of the
next $2.5 billion, and 0.450% of average daily net assets in excess of $4
billion.
Investor Class. For administrative services,
the Investor Class of each Fund pays NBIA a fee at the annual rate of 0.26% of
that Class’s average daily net assets, plus certain out-of-pocket expenses for
technology used for shareholder servicing and shareholder communications,
subject to the prior approval of an annual budget by the Fund Trustees,
including a majority of the Independent Fund Trustees, and periodic reports to
the Board of Trustees on actual expenses. With a Fund’s consent, NBIA may
subcontract to third parties, including investment providers, some of its
responsibilities to that Fund under the Administration Agreement. In addition, a
Fund may compensate third parties, including investment providers, for
recordkeeping, accounting and other services.
During
the fiscal years ended August 31, 2020, 2019, and 2018, the Investor Class of
the Funds indicated below accrued management and administration fees as
follows:
Investor Class |
Management and
Administration Fees Accrued for Fiscal Years Ended August 31, |
|
|
2020 |
2019 |
2018 |
Focus |
$4,913,077 |
$4,944,671 |
$5,283,252 |
Genesis |
$14,629,103 |
$15,321,393 |
$16,931,004 |
Guardian |
$8,958,748 |
$8,235,732 |
$8,483,719 |
International
Equity |
$940,056 |
$994,113 |
$1,162,993 |
Large Cap Value |
$8,220,471 |
$8,651,834 |
$8,609,297 |
Mid Cap
Growth |
$3,798,591 |
$3,667,876 |
$3,689,740 |
Mid Cap Intrinsic Value |
$224,352 |
$345,276 |
$326,503 |
Small Cap
Growth |
$711,791 |
$709,581 |
$621,866 |
Sustainable
Equity |
$3,148,696 |
$3,813,937 |
$5,224,465 |
Trust Class and Advisor Class. For
administrative services, the Trust Class and the Advisor Class of each Fund each
pays NBIA a fee at the annual rate of 0.40% of that Class’s average daily net
assets, plus certain out-of-pocket expenses for technology used for shareholder
servicing and shareholder communications, subject to the prior approval of an
annual budget by the Fund Trustees, including a majority of the Independent Fund
Trustees, and periodic reports to the Board of Trustees on actual expenses. With
a Fund’s consent, NBIA may subcontract to third parties, including investment
providers, some of its responsibilities to that Fund under the Administration
Agreement and may compensate each such third party that provides such services.
(A portion of this compensation may be derived from the Rule 12b-1 fee paid to
the Distributor by Trust Class and Advisor Class of certain Funds; see
“Distribution Arrangements,” below.)
During
the fiscal years ended August 31, 2020, 2019 and 2018, the Trust Class of the
Funds indicated below accrued management and administration fees as
follows:
Trust Class |
Management and
Administration Fees Accrued for Fiscal Years Ended August
31, |
|
2020 |
2019 |
2018 |
Focus |
$412,552 |
$463,369 |
$554,135 |
Genesis |
$13,344,352 |
$14,550,377 |
$16,140,046 |
Guardian |
$353,838 |
$433,637 |
$508,984 |
International Equity |
$336,552 |
$394,528 |
$546,122 |
International Select |
$47,210 |
$64,230 |
$78,173 |
Large Cap Value |
$647,294 |
$660,442 |
$642,049 |
Mid Cap
Growth |
$688,592 |
$659,414 |
$602,020 |
Mid Cap Intrinsic Value |
$59,937 |
$84,156 |
$101,429 |
Real Estate |
$1,407,434 |
$1,472,695 |
$1,664,206 |
Small Cap
Growth |
$52,843 |
$53,925 |
$48,587 |
Sustainable
Equity |
$1,223,680 |
$1,651,947 |
$2,030,285 |
During
the fiscal years ended August 31, 2020, 2019 and 2018, the Advisor Class of the
Funds indicated below accrued management and administration fees as
follows:
Advisor Class |
Management and
Administration Fees Accrued for Fiscal Years Ended August 31, |
|
|
2020 |
2019 |
2018 |
Focus |
$15,324 |
$16,574 |
$27,047 |
Genesis |
$1,435,415 |
$1,769,938 |
$2,125,205 |
Guardian |
$1,597 |
$1,679 |
$1,485 |
Large Cap Value |
$937,135 |
$1,040,161 |
$1,223,891 |
Mid Cap
Growth |
$95,250 |
$118,233 |
$132,478 |
Small Cap
Growth |
$35,026 |
$31,550 |
$24,781 |
Institutional Class. For administrative
services, the Institutional Class of each Fund pays NBIA a fee at the annual
rate of 0.15% of the Class’s average daily net assets, plus certain
out-of-pocket expenses for technology used for shareholder servicing and
shareholder communications, subject to the prior approval of an annual budget by
the Fund Trustees, including a majority of the Independent Fund Trustees, and
periodic reports to the Board of Trustees on actual expenses. With a Fund’s
consent NBIA may subcontract to third parties, including investment providers,
some of its responsibilities to that Fund under the Administration Agreement and
may compensate each such third party that provides such services. In addition, a
Fund may compensate third parties, including investment providers, for
recordkeeping, accounting or other services.
During
the fiscal years ended August 31, 2020, 2019 and 2018, the Institutional Class
of the Funds indicated below accrued management and administration fees as
follows:
Institutional
Class |
Management and
Administration Fees Accrued for Fiscal Years Ended August
31, |
|
2020 |
2019 |
2018 |
Dividend
Growth |
$318,852 |
$324,598 |
$299,027 |
Emerging Markets
Equity |
$11,306,464 |
$12,782,760 |
$10,857,519 |
Equity Income |
$6,918,944 |
$7,179,547 |
$7,624,094 |
Focus |
$78,192 |
$57,268 |
$58,969 |
Genesis |
$22,593,597 |
$23,262,745 |
$28,259,542 |
Global Real
Estate |
$25,048 |
$26,716 |
$20,754 |
Greater China
Equity |
$602,316 |
$671,104 |
$1,304,367 |
Institutional
Class |
Management
and Administration Fees Accrued for Fiscal Years Ended August
31, |
|
2020 |
2019 |
2018 |
Guardian |
$715,212 |
$510,234 |
$493,493 |
Integrated Large
Cap |
$10,742 |
$29,806 |
$31,745 |
International
Equity |
$15,744,980 |
$13,870,350 |
$14,212,693 |
International Select |
$919,650 |
$935,069 |
$1,336,741 |
International Small Cap |
$54,719 |
$54,305 |
$43,114 |
Intrinsic Value |
$5,283,397 |
$5,775,354 |
$7,504,118 |
Large Cap Value |
$2,265,970 |
$1,191,187 |
$603,371 |
Mid Cap Growth |
$1,861,663 |
$1,857,766 |
$2,217,808 |
Mid Cap Intrinsic Value |
$213,296 |
$329,010 |
$306,845 |
Multi-Cap Opportunities |
$6,134,037 |
$9,580,364 |
$12,431,444 |
Real Estate |
$2,409,976 |
$1,693,582 |
$1,675,942 |
Small Cap Growth |
$1,078,348 |
$405,408 |
$136,972 |
Sustainable Equity |
$4,540,168 |
$5,345,108 |
$5,516,724 |
Class A and Class C. For administrative
services, Class A and Class C of each Fund each pays NBIA a fee at the annual
rate of 0.26% of that Class’s average daily net assets, plus certain
out-of-pocket expenses for technology used for shareholder servicing and
shareholder communications, subject to the prior approval of an annual budget by
the Fund Trustees, including a majority of the Independent Fund Trustees, and
periodic reports to the Board of Trustees on actual expenses. With the Fund’s
consent, NBIA may subcontract to third parties, including investment providers,
some of its responsibilities to the Fund under the Administration Agreement, and
may compensate each such third party that provides such services. (A
portion of this compensation may be derived from the Rule 12b-1 fee paid to the
Distributor by Class A and Class C of each Fund; see “Distribution
Arrangements,” below.)
During
the fiscal years ended August 31, 2020, 2019 and 2018, Class A of the Funds
indicated below accrued management and administration fees as follows:
Class
A@ |
Management and
Administration Fees Accrued for Fiscal
Years Ended August
31, |
|
2020 |
2019 |
2018 |
Dividend Growth |
$10,477 |
$12,428 |
$14,044 |
Emerging Markets Equity |
$458,828 |
$546,505 |
$737,203 |
Class
A@ |
Management and Administration Fees Accrued for
Fiscal Years Ended
August 31, |
|
2020 |
2019 |
2018 |
Equity Income |
$1,028,062 |
$1,079,654 |
$1,391,690 |
Focus |
$21,021 |
$23,193 |
$24,386 |
Global Real Estate |
$3,547 |
$3,486 |
$3,179 |
Greater China Equity |
$68,904 |
$94,468 |
$266,730 |
Guardian |
$38,350 |
$34,179 |
$39,789 |
Integrated Large Cap |
$1,161 |
$2,734 |
$4,359 |
International Equity |
$540,578 |
$586,852 |
$760,548 |
International Select |
$24,153 |
$26,538 |
$36,982 |
International Small Cap |
$1,544 |
$1,878 |
$3,055 |
Intrinsic Value |
$211,193 |
$236,368 |
$194,445 |
Large Cap Value |
$298,495 |
$115,418 |
$25,933 |
Mid Cap Growth |
$250,164 |
$269,737 |
$370,024 |
Mid Cap Intrinsic Value |
$29,034 |
$83,042 |
$78,101 |
Multi-Cap Opportunities |
$354,143 |
$460,227 |
$523,126 |
Real Estate |
$666,997 |
$619,860 |
$740,388 |
Small Cap Growth |
$310,522 |
$251,979 |
$46,515 |
Sustainable Equity |
$675,044 |
$761,613 |
$884,023 |
@ As of the date of this SAI, Class A of
Neuberger Berman Genesis Fund had not yet
commenced operations. Therefore, there is no data to report.
During
the fiscal years ended August 31, 2020, 2019 and 2018, Class C of the Funds
indicated below accrued management and administration fees as follows:
Class
C@ |
Management and
Administration Fees Accrued for Fiscal Years Ended August
31, |
|
2020 |
2019 |
2018 |
Dividend Growth |
$18,596 |
$22,255 |
$24,580 |
Emerging Markets Equity |
$95,517 |
$121,964 |
$125,637 |
Equity Income |
$1,135,452 |
$1,608,258 |
$1,984,599 |
Focus |
$9,691 |
$10,985 |
$13,856 |
Global Real Estate |
$3,047 |
$3,319 |
$2,974 |
Greater China Equity |
$2,426 |
$2,436 |
$4,064 |
Class
C@ |
Management and
Administration Fees Accrued for Fiscal
Years Ended August
31, |
|
2020 |
2019 |
2018 |
Guardian |
$14,594 |
$13,472 |
$13,129 |
Integrated Large Cap |
$400 |
$863 |
$934 |
International Equity |
$88,288 |
$115,207 |
$151,783 |
International Select |
$12,051 |
$15,189 |
$20,323 |
International Small Cap |
$1,345 |
$1,443 |
$1,583 |
Intrinsic Value |
$149,482 |
$215,242 |
$242,139 |
Large Cap Value |
$158,871 |
$46,379 |
$15,968 |
Mid Cap Growth |
$79,375 |
$78,666 |
$79,682 |
Mid Cap Intrinsic Value |
$9,923 |
$15,542 |
$19,760 |
Multi-Cap Opportunities |
$291,669 |
$331,423 |
$340,915 |
Real Estate |
$114,812 |
$121,171 |
$165,544 |
Small Cap Growth |
$47,502 |
$40,189 |
$25,631 |
Sustainable Equity |
$324,324 |
$399,278 |
$433,069 |
@ As of the date of this SAI, Class C of
Neuberger Berman Genesis Fund had not yet
commenced operations. Therefore, there is no data to report.
Class R3. For administrative services,
Class R3 of each Fund pays NBIA a fee at the annual rate of 0.26% of the Class’s
average daily net assets, plus certain out-of-pocket expenses for technology
used for shareholder servicing and shareholder communications, subject to the
prior approval of an annual budget by the Fund Trustees, including a majority of
the Independent Fund Trustees, and periodic reports to the Board of Trustees on
actual expenses. With the Fund’s consent, NBIA may subcontract to third parties,
including investment providers, some of its responsibilities to the Fund under
the Administration Agreement, and may compensate each such third party that
provides such services. (A portion of this compensation may be derived from the
Rule 12b-1 fee paid to the Distributor by this Class of each Fund; see
“Distribution Arrangements,” below.)
During
the fiscal years ended August 31, 2020, 2019 and 2018, Class R3 of the Funds
indicated below accrued management and administration fees as follows:
Class R3 |
Management and
Administration Fees Accrued for Fiscal Years Ended August
31, |
|
2020 |
2019 |
2018 |
Emerging Markets
Equity |
$10,457 |
$13,281 |
$20,068 |
Equity Income |
$14,146 |
$13,772 |
$13,943 |
Guardian |
$992 |
$1,896 |
$3,282 |
Class R3 |
Management and Administration Fees Accrued for Fiscal Years Ended
August 31, |
|
2020 |
2019 |
2018 |
International
Select |
$17,469 |
$22,458 |
$35,306 |
Large Cap Value |
$5,396 |
$4,085 |
$1,504 |
Mid Cap
Growth |
$274,586 |
$308,086 |
$108,239 |
Mid Cap Intrinsic Value |
$6,842 |
$17,276 |
$16,493 |
Real Estate |
$185,436 |
$192,413 |
$187,158 |
Small Cap
Growth |
$27,514 |
$32,292 |
$16,180 |
Sustainable
Equity |
$219,540 |
$235,609 |
$279,728 |
Class R6. For administrative services,
Class R6 of each Fund pays NBIA a fee at the annual rate of 0.05% of the Class’s
average daily net assets, plus certain out-of-pocket expenses for technology
used for shareholder servicing and shareholder communications, subject to the
prior approval of an annual budget by the Fund Trustees, including a majority of
the Independent Fund Trustees, and periodic reports to the Board of Trustees on
actual expenses. Prior to December 6, 2018, Class R6 of each Fund paid NBIA a
fee at the annual rate of 0.08% of the Class’s average daily net assets for
administrative services, plus certain out-of-pocket expenses for technology used
for shareholder servicing and shareholder communications, subject to the prior
approval of an annual budget by the Fund Trustees, including a majority of the
Independent Fund Trustees, and periodic reports to the Board of Trustees on
actual expenses.
During
the fiscal years ended August 31, 2020, 2019 and 2018, Class R6 of the Funds
indicated below accrued management and administration fees as follows:
Class R6 |
Management and
Administration Fees Accrued for Fiscal
Years Ended August
31, |
|
2020 |
2019 |
2018 |
Dividend Growth |
$180 |
$156 |
$161 |
Emerging Markets Equity |
$1,974,942 |
$1,818,760 |
$1,730,940 |
Genesis |
$29,649,051 |
$29,181,067 |
$28,391,563 |
Guardian |
$157 |
$62* |
- |
International
Equity |
$664,211 |
$658,145 |
$1,636,886 |
International
Select |
$109,239 |
$115,910 |
$61,265 |
International Small
Cap |
$2,155 |
$2,073 |
$2,449 |
Intrinsic
Value |
$1,443 |
$211* |
- |
Large Cap
Value |
$326,500 |
$162* |
- |
Class R6 |
Management and
Administration Fees Accrued for Fiscal Years Ended August
31, |
|
2020 |
2019 |
2018 |
Mid Cap
Growth |
$2,491,265 |
$2,349,903 |
$1,934,410 |
Mid Cap Intrinsic
Value |
$127 |
$63* |
- |
Real Estate |
$812,507 |
$527,823 |
$481,118 |
Small Cap Growth |
$226,158 |
$15,343* |
- |
Sustainable Equity |
$1,195,584 |
$1,434,513 |
$1,673,419 |
* Data is
from the commencement of operations to the end of the applicable fiscal year.
The date of the commencement of operations of a Fund’s Class R6 follows the name
of the Fund: Neuberger Berman Guardian
Fund (March 29, 2019), Neuberger Berman Intrinsic Value Fund (January 19, 2019),
Neuberger Berman Large Cap Value Fund
(January 19, 2019), Neuberger Berman Mid Cap
Intrinsic Value Fund (March 29, 2019) and Neuberger Berman Small Cap Growth Fund (September 7,
2018).
Class E. The Manager has contractually
agreed to waive its management fee for the Class E shares until 8/31/2022. This
undertaking may not be terminated during its term without the consent of the
Board of Trustees. For administrative services, Class E of each Fund pays
NBIA a fee at an annual rate of 0.0% of the Class’s average daily net assets,
plus certain out-of-pocket expenses for technology used for shareholder
servicing and shareholder communications, subject to the prior approval of an
annual budget by the Fund Trustees, including a majority of the Independent Fund
Trustees, and periodic reports to the Board of Trustees on actual
expenses.
As of
the date of this SAI, Class E of Neuberger Berman Equity Income Fund, Neuberger Berman Genesis Fund, Neuberger Berman International Equity Fund, Neuberger Berman
Large Cap Value Fund, Neuberger Berman
Multi-Cap Opportunities Fund, and
Neuberger Berman Real Estate Fund had not
yet commenced operations. Therefore, there is no data to report.
NBIA
has contractually undertaken, during the respective period noted below, to waive
fees and/or reimburse annual operating expenses of each Class of each Fund
listed below so that its total operating expenses (excluding interest, taxes,
brokerage commissions, dividend and interest expenses relating to short sales,
acquired fund fees and expenses, and extraordinary expenses, if any) (“Operating
Expenses”) do not exceed the rate per annum noted below. Commitment fees
relating to borrowings are treated as interest for purposes of this exclusion.
Because the contractual undertaking excludes certain expenses, a Fund’s net
expenses may exceed its contractual expense limitation.
Each
Fund listed agrees to repay NBIA out of assets attributable to each of its
respective Classes noted below for any fees waived by NBIA under the expense
limitation or any Operating Expenses NBIA reimburses in excess of the expense
limitation, provided that the repayment does not cause that Class’ Operating
Expenses to exceed the expense limitation in place at the time the fees were
waived and/or the expenses were reimbursed, or the expense limitation in place
at the time the
Fund repays NBIA,
whichever is lower. Any such repayment must be made within three years after the
year in which NBIA incurred the expense.
With
respect to any Fund, the appropriateness of these undertakings is determined on
a Fund-by-Fund and Class-by-Class basis.
Fund |
Class |
Limitation Period |
Expense Limitation |
Dividend
Growth |
Institutional |
08/31/2024 |
0.69% |
|
A |
08/31/2024 |
1.05% |
|
C |
08/31/2024 |
1.80% |
|
R6**** |
08/31/2024 |
0.59% |
Emerging
Markets Equity |
A |
08/31/2024 |
1.50% |
|
C |
08/31/2024 |
2.25% |
|
Institutional |
08/31/2024 |
1.25% |
|
R3 |
08/31/2024 |
1.91% |
|
R6**** |
08/31/2024 |
1.15% |
Equity
Income |
A |
08/31/2024 |
1.16% |
|
C |
08/31/2024 |
1.91% |
|
Institutional |
08/31/2024 |
0.80% |
|
R3 |
08/31/2024 |
1.41% |
Focus |
Trust |
08/31/2024 |
1.50% |
|
Advisor |
08/31/2024 |
1.50% |
|
Institutional |
08/31/2024 |
0.75% |
|
A |
08/31/2024 |
1.11% |
|
C |
08/31/2024 |
1.86% |
Genesis* |
Trust |
08/31/2024 |
1.50% |
|
Advisor |
08/31/2024 |
1.50% |
|
Institutional |
08/31/2024 |
0.85% |
|
A |
08/31/2024 |
1.21% |
|
C |
08/31/2024 |
1.96% |
|
R6 |
08/31/2024 |
0.75% |
|
R3 |
08/31/2024 |
1.51% |
Global
Real Estate |
A |
08/31/2024 |
1.36% |
|
C |
08/31/2024 |
2.11% |
|
Institutional |
08/31/2024 |
1.00% |
Fund |
Class |
Limitation Period |
Expense Limitation |
Greater
China Equity |
A |
08/31/2024 |
1.86% |
|
C |
08/31/2024 |
2.61% |
|
Institutional |
08/31/2024 |
1.50% |
Guardian |
Trust |
08/31/2024 |
1.50% |
|
Advisor |
08/31/2024 |
1.50% |
|
Institutional |
08/31/2024 |
0.75% |
|
A |
08/31/2024 |
1.11% |
|
C |
08/31/2024 |
1.86% |
|
R3 |
08/31/2024 |
1.36% |
|
R6
|
08/31/2024 |
0.65% |
Integrated
Large Cap** |
A |
08/31/2024 |
0.76% |
|
C |
08/31/2024 |
1.51% |
|
Institutional |
08/31/2024 |
0.40% |
International
Equity |
Institutional |
08/31/2024 |
0.85% |
|
Investor |
08/31/2024 |
1.40% |
|
Trust |
08/31/2024 |
2.00% |
|
A |
08/31/2024 |
1.21% |
|
C |
08/31/2024 |
1.96% |
|
R6**** |
08/31/2024 |
0.75% |
|
R3 |
08/31/2024 |
1.76% |
International
Select*** |
Trust |
08/31/2024 |
1.15% |
|
Institutional |
08/31/2024 |
0.80% |
|
A |
08/31/2024 |
1.16% |
|
C |
08/31/2024 |
1.91% |
|
R3 |
08/31/2024 |
1.41% |
|
R6**** |
08/31/2024 |
0.70% |
International
Small Cap |
Institutional |
08/31/2024 |
1.05% |
|
A |
08/31/2024 |
1.41% |
|
C |
08/31/2024 |
2.16% |
|
R6**** |
08/31/2024 |
0.95% |
Intrinsic
Value |
Institutional |
08/31/2024 |
1.00% |
|
A |
08/31/2024 |
1.36% |
Fund |
Class |
Limitation Period |
Expense Limitation |
|
C |
08/31/2024 |
2.11% |
|
R6**** |
08/31/2024 |
0.90% |
Large
Cap Value |
Trust |
08/31/2024 |
1.50% |
|
Advisor |
08/31/2024 |
1.50% |
|
Institutional |
08/31/2024 |
0.70% |
|
A |
08/31/2024 |
1.11% |
|
C |
08/31/2024 |
1.86% |
|
R3 |
08/31/2024 |
1.36% |
|
R6**** |
08/31/2024 |
0.60% |
Mid
Cap Growth |
Trust |
08/31/2024 |
1.50% |
|
Advisor |
08/31/2024 |
1.50% |
|
Institutional |
08/31/2024 |
0.75% |
|
A |
08/31/2024 |
1.11% |
|
C |
08/31/2024 |
1.86% |
|
R3 |
08/31/2024 |
1.36% |
|
R6 |
08/31/2024 |
0.65% |
Mid
Cap Intrinsic Value |
Investor |
08/31/2024 |
1.50% |
|
Trust |
08/31/2024 |
1.25% |
|
Institutional |
08/31/2024 |
0.85% |
|
A |
08/31/2024 |
1.21% |
|
C |
08/31/2024 |
1.96% |
|
R3 |
08/31/2024 |
1.46% |
|
R6 |
08/31/2024 |
0.75% |
Multi-Cap
Opportunities |
Institutional |
08/31/2024 |
1.00% |
|
A |
08/31/2024 |
1.36% |
|
C |
08/31/2024 |
2.11% |
Real
Estate |
Trust |
08/31/2024 |
1.50% |
|
Institutional |
08/31/2024 |
0.85% |
|
A |
08/31/2024 |
1.21% |
|
C |
08/31/2024 |
1.96% |
|
R3 |
08/31/2024 |
1.46% |
|
R6**** |
08/31/2024 |
0.75% |
Fund |
Class |
Limitation Period |
Expense Limitation |
Small
Cap Growth |
Investor |
08/31/2024 |
1.30% |
|
Trust |
08/31/2024 |
1.40% |
|
Advisor |
08/31/2024 |
1.60% |
|
Institutional |
08/31/2024 |
0.90% |
|
A |
08/31/2024 |
1.26% |
|
C |
08/31/2024 |
2.01% |
|
R3 |
08/31/2024 |
1.51% |
|
R6**** |
08/31/2024 |
0.80% |
Sustainable Equity |
Trust |
08/31/2024 |
1.50% |
|
Institutional |
08/31/2024 |
0.75% |
|
A |
08/31/2024 |
1.11% |
|
C |
08/31/2024 |
1.86% |
|
R3 |
08/31/2024 |
1.36% |
|
R6**** |
08/31/2024 |
0.65% |
* Prior to
October 16, 2017: 0.78% (Class R6)
** Prior to
September 3, 2019: 1.11% (Class A); 1.86% (Class C); 0.75% (Institutional
Class)
*** Prior to December 8, 2016:
1.25% (Trust Class); 0.90% (Institutional Class); 1.30% (Class A); 2.00% (Class
C); 1.51% (Class R3); 0.83% (Class R6)
**** Prior to December 6, 2018,
the expense limitation for Class R6 of the Fund was higher by 0.03%.
NBIA
reimbursed each Class of each Fund listed below the following amount of expenses
pursuant to the Fund’s contractual expense limitation:
|
Expenses Reimbursed for
Fiscal Years Ended August 31, |
Fund
|
2020 |
2019 |
2018 |
Dividend Growth – Class A |
$7,746 |
$9,695 |
$11,408 |
Dividend Growth – Class C |
$11,655 |
$15,075 |
$17,402 |
Dividend Growth – Class R6 |
$191 |
$158 |
$158 |
Dividend Growth – Institutional
Class |
$233,246 |
$253,857 |
$245,104 |
Emerging Markets Equity – Class
A |
$34,659 |
$51,901 |
$92,255 |
Emerging Markets Equity – Class
C |
$6,296 |
$9,302 |
$12,202 |
Emerging Markets Equity – Class
R3 |
$508 |
$245 |
$24 |
Emerging Markets Equity – Class
R6 |
$0 |
$0 |
$7,769 |
Emerging Markets Equity – Institutional
Class |
$0 |
$0 |
$231,794 |
Focus – Class A |
$272 |
$261 |
$312 |
Focus – Class C |
$96 |
$193 |
$137 |
Focus – Institutional Class |
$56 |
$114 |
$0 |
Genesis – Class R6 |
$0 |
$3,159 |
$872,606 |
Global Real Estate – Class A |
$26,471 |
$27,482 |
$30,605 |
Global Real Estate – Class C |
$22,306 |
$26,045 |
$28,315 |
Global Real Estate – Institutional
Class |
$205,632 |
$227,837 |
$220,996 |
|
Expenses Reimbursed for Fiscal Years Ended August
31, |
Fund |
2020 |
2019 |
2019 |
Greater China Equity – Class A |
$21,307 |
$30,826 |
$28,600 |
Greater China Equity – Class C |
$603 |
$801 |
$536 |
Greater China Equity – Institutional
Class |
$144,843 |
$173,901 |
$79,507 |
Guardian – Class R3 |
$0 |
$91 |
$20 |
Guardian – Class R6 |
$0 |
$36* |
- |
Integrated Large Cap – Class A |
$21,140 |
$23,143 |
$30,042 |
Integrated Large Cap – Class C |
$7,187 |
$7,214 |
$6,624 |
Integrated Large Cap – Institutional
Class |
$253,491 |
$286,177 |
$259,479 |
International Equity – Class A |
$11,946 |
$35,772 |
$59,940 |
International Equity – Class C |
$2,115 |
$7,523 |
$12,453 |
International Equity – Institutional
Class |
$342,202 |
$877,385 |
$1,186,829 |
International Equity – Class R6 |
$15,901 |
$48,635 |
$146,965 |
International Select – Class A |
$4,320 |
$5,946 |
$6,671 |
International Select – Class C |
$2,173 |
$3,369 |
$3,656 |
International Select – Class R3 |
$3,284 |
$5,140 |
$6,179 |
International Select – Institutional
Class |
$176,566 |
$223,768 |
$244,239 |
International Select – Trust
Class |
$12,734 |
$17,860 |
$18,565 |
International Select – Class R6 |
$24,937 |
$31,580 |
$13,555 |
International Small Cap – Class
A |
$6,925 |
$9,070 |
$16,926 |
International Small Cap – Class
C |
$5,773 |
$6,779 |
$8,534 |
International Small Cap –
Institutional |
$259,992 |
$281,758 |
$257,330 |
International Small Cap – Class
R6 |
$11,384 |
$11,852 |
$15,753 |
Intrinsic Value – Class A |
$11,833 |
$15,978 |
$8,931 |
Intrinsic Value – Class C |
$6,344 |
$8,765 |
$4,695 |
Intrinsic Value – Institutional |
$238,438 |
$246,027 |
$93,339 |
Intrinsic Value – Class R6 |
$116 |
$22* |
- |
Large Cap Value – Class R3 |
$0 |
$0 |
$3 |
Large Cap Value – Class R6 |
$0 |
$17* |
- |
Mid Cap Growth – Class C |
$0 |
$0 |
$0 |
Mid Cap Growth – Class R3 |
$0 |
$0 |
$0 |
Mid Cap Intrinsic Value – Class
A |
$2,553 |
$9,892 |
$13,941 |
Mid Cap Intrinsic Value – Class
C |
$1,036 |
$2,255 |
$3,434 |
Mid Cap Intrinsic Value – Class
R3 |
$551 |
$2,681 |
$3,348 |
Mid Cap Intrinsic Value – Institutional
Class |
$21,517 |
$47,471 |
$61,130 |
Mid Cap Intrinsic Value – Trust
Class |
$1,060 |
$5,026 |
$9,030 |
Mid Cap Intrinsic Value – Class
R6 |
$0 |
$45* |
- |
Real Estate – Class A |
$119,449 |
$122,879 |
$145,323 |
Real Estate – Class C |
$21,506 |
$25,121 |
$33,477 |
Real Estate – Class R3 |
$35,992 |
$41,328 |
$39,632 |
Real Estate – Class R6 |
$180,533 |
$127,316 |
$110,981 |
Real Estate – Institutional
Class |
$466,267 |
$367,084 |
$355,600 |
|
Expenses Reimbursed for Fiscal Years Ended August
31, |
Fund |
2020 |
2019 |
2018 |
Small Cap Growth – Advisor Class |
$2,721 |
$6,659 |
$8,542 |
Small Cap Growth – Class A |
$94,216 |
$87,247 |
$25,896 |
Small Cap Growth – Class C |
$12,391 |
$16,005 |
$14,080 |
Small Cap Growth – Class R3 |
$8,531 |
$14,401 |
$9,492 |
Small Cap Growth – Institutional
Class |
$299,687 |
$153,070 |
$81,452 |
Small Cap Growth – Investor
Class |
$68,298 |
$176,976 |
$248,687 |
Small Cap Growth – Trust Class |
$5,823 |
$13,037 |
$17,589 |
Small Cap Growth – Class R6 |
$70,197 |
$5,032* |
- |
* Data is from the
commencement of operations to the end of the applicable fiscal year. The
date of the commencement of operations of a Fund’s Class R6 follows the name of
the Fund: Neuberger Berman Guardian Fund
(March 29, 2019), Neuberger Berman Intrinsic
Value Fund (January 19, 2019), Neuberger Berman Large Cap Value Fund (January 19, 2019),
Neuberger Berman Mid Cap Intrinsic Value
Fund (March 29, 2019) and Neuberger Berman Small
Cap Growth Fund (September 7, 2018).
Each
Class of each Fund listed below repaid NBIA the following amounts of expenses
that NBIA had reimbursed to each Class.
|
Expenses
Repaid for Fiscal Years Ended August 31, |
Fund
|
2020 |
2019 |
2018 |
Emerging Markets Equity –
Class R6 |
$77,972 |
$28,306 |
$0 |
Emerging Markets Equity –
Institutional Class |
$161,356 |
$40,374 |
$0 |
Focus –
Institutional Class |
$0 |
$0 |
$315 |
Genesis
– Class R6 |
$525,381 |
$0 |
$0 |
Genesis
– Institutional Class |
$0 |
$0 |
$0 |
Guardian – Advisor Class |
$0 |
$0 |
$0 |
Guardian – R3
Guardian – R6
International Equity – Class A |
$75
$28
$0 |
$0
$0
$0 |
$0
$0
$0 |
International Equity – Class C |
$0 |
$0 |
$0 |
International Equity – Class R6 |
$0 |
$0 |
$0 |
International Equity – Institutional
Class |
$0 |
$0 |
$0 |
Large Cap Value – Class C |
$0 |
$0 |
$0 |
Large Cap Value – Institutional
Class |
$0 |
$0 |
$983 |
Large Cap Value – Class R3 |
$16 |
$183 |
$0 |
|
Expenses Repaid for Fiscal Years Ended August
31, |
Fund
|
2020 |
2019 |
2018 |
Large Cap Value – Class R6 |
$17 |
$0 |
$0 |
Mid Cap Growth – Class A |
$0 |
$0 |
$0 |
Mid Cap Growth – Class C |
$0 |
$0 |
$3,164 |
Mid Cap Growth – Class R3 |
$0 |
$945 |
$2,863 |
Mid Cap Growth – Class R6 |
$0 |
$0 |
$0 |
Mid Cap Growth – Institutional
Class |
$0 |
$0 |
$0 |
Mid Cap Intrinsic Value – Trust
Class
Mid Cap Intrinsic Value – Class
R6 |
$0
$4 |
$0
$0 |
$0
$0 |
In
addition, NBIA has voluntarily undertaken to waive and/or reimburse certain
expenses of each Class of each Fund listed below. Each undertaking, which
can be terminated, increased, or decreased by NBIA without notice to the Fund,
is not subject to recovery by NBIA, and which may or may not change in the
future, is in addition to the contractual undertaking described above.
Fund |
Voluntary Expense Limitation |
Real Estate – Trust Class |
1.04% |
Small Cap Growth – Investor
Class |
1.18% |
Small Cap Growth – Advisor Class |
1.44% |
Small Cap Growth – Trust Class |
1.29% |
The
table below shows the amounts reimbursed by NBIA pursuant to voluntary expense
limitations:
|
Expenses Reimbursed for
Fiscal Years Ended August 31, |
Fund |
2020 |
2019 |
2018 |
Integrated Large Cap – Class A |
$5 |
$0 |
$0 |
Integrated Large Cap – Class C |
$2 |
$0 |
$0 |
Integrated Large Cap – Institutional
Class |
$61 |
$0 |
$0 |
International Select – Class A |
$0 |
$0 |
$0 |
Real Estate – Trust Class |
$423,927 |
$471,881 |
$525,955 |
Small Cap Growth – Investor
Class |
$77,080 |
$74,246 |
$50,426 |
Small Cap Growth – Trust Class |
$4,658 |
$4,698 |
$1,167 |
Small Cap Growth – Advisor Class |
$4,490 |
$4,020 |
$1,783 |
Effective October 22, 2019,
the Manager has voluntarily agreed to waive its management fee in the amount of
0.10% of the average daily net assets of the Neuberger Berman International Equity Fund. This undertaking is
terminable by NBIA without notice to the Fund, is not subject to recovery by the
Manager and may change in the future. Prior to October 22, 2019, effective April
5, 2019, the Manager had voluntarily agreed to waive its management fee in the
amount of 0.14% of the average daily net assets of the Fund. Prior to April 5,
2019, effective November 15, 2018, the Manager had voluntarily agreed to waive
its management fee in the amount of 0.07% of the average daily net assets of the
Fund. Prior to November 15, 2018, effective November 1, 2017, the Manager had
voluntarily agreed to waive its management fee in the amount of 0.04% of the
average daily net assets of the Fund. Prior to November 1, 2017, effective June
1, 2017, the Manager had voluntarily agreed to waive its management fee in the
amount of 0.15% of the average daily net assets of the Fund. Prior to June 1,
2017, effective May 1, 2015, the Manager had voluntarily agreed to waive its
management fee in the amount of 0.18% of the average daily net assets of the
Fund. For the years ended August 31, 2018, 2019 and 2020, such waived fees
amounted to $1,135,111, $1,611,037 and $2,062,406 respectively, for the
Fund.
Effective
October 22, 2019, the Manager has voluntarily agreed to waive its management fee
in the amount of 0.21% of the average daily net assets of the Neuberger Berman
Mid Cap Intrinsic Value Fund. This
undertaking is terminable by NBIA without notice to the Fund, is not subject to
recovery by the Manager and may change in the future. Prior to October 22, 2019,
effective June 18, 2019, the Manager had voluntarily agreed to waive its
management fee in the amount of 0.33% of the average daily net assets of the
Fund. Prior to June 18, 2019, effective April 5, 2019, the Manager had
voluntarily agreed to waive its management fee in the amount of 0.05% of the
average daily net assets
of the Fund. Prior to
April 5, 2019, effective November 15, 2018, the Manager had voluntarily agreed
to waive its management fee in the amount of 0.03% of the average daily net
assets of the Fund. Prior to November 15, 2018, effective November 1, 2017, the
Manager had agreed to remove the voluntary waiver of its management fee of the
Fund. Prior to November 1, 2017, effective December 19, 2016, the Manager had
voluntarily agreed to waive its management fee in the amount of 0.19% of the
average daily net assets of the Fund. For the years ended August 31, 2018, 2019
and 2020, such waived fees amounted to $30,924, $110,106 and $179,865
respectively, for the Fund.
For so
long as a Fund invests any assets in an affiliated underlying fund, NBIA
undertakes to waive a portion of the Fund's advisory fee equal to the advisory
fee it receives from such affiliated underlying fund on those assets, as
described in the Fund’s prospectus. This undertaking may not be terminated
without the consent of the Board of Trustees.
NBIA
retains Green Court Capital Management Limited (“Green Court”), located at 20/F
Jardine House, 1 Connaught Place, Hong Kong, as sub-adviser with respect to
Neuberger Berman Greater China Equity
Fund pursuant to a sub-advisory agreement dated April 28, 2017 (“Sub-Advisory
Agreement”). The fee paid to Green Court by NBIA is governed by its
Sub-Advisory Agreement.
Pursuant to
the Sub-Advisory Agreement, NBIA has delegated responsibility for the Fund’s
day-to-day management to Green Court. The Sub-Advisory Agreement provides in
substance that Green Court will make and implement investment decisions for the
Fund in its discretion and will continuously develop an investment program for
the Fund’s assets. The Sub-Advisory Agreement permits Green Court to effect
securities transactions on behalf of the Fund through associated persons of
Green Court. The Sub-Advisory Agreement also specifically permits Green Court to
compensate, through higher commissions, brokers and dealers who provide
investment research and analysis to the Fund.
The
Sub-Advisory Agreement continues until October 31, 2021, and is renewable from
year to year thereafter, subject to approval of its continuance in the same
manner as the Management Agreement. The Sub-Advisory Agreement is subject to
termination, without penalty, with respect to the Fund by the Fund Trustees or
by a 1940 Act majority vote of the outstanding shares of the Fund, by NBIA, or
by Green Court on not less than 30 nor more than 60 days’ prior written notice
to the Fund. The Sub-Advisory Agreement also terminates automatically with
respect to the Fund if it is assigned or if the Management Agreement terminates
with respect to the Fund.
During
the fiscal year ended August 31, 2020, the amount of sub-advisory fees paid to
Green Court was $324,454.58. During the fiscal year ended August 31, 2020, the
aggregate amount paid by the Manager to Green Court as a percentage of average
net assets was 0.60%. Prior to April 28, 2017, sub-advisory services were
provided by an affiliated sub-adviser.
The
table below lists the Portfolio Manager(s) of each Fund and the Fund(s) for
which the Portfolio Manager has day-to-day management responsibility.
Portfolio Manager |
Fund(s) Managed |
Chad Bruso |
Neuberger Berman Mid Cap
Growth Fund
Neuberger Berman Small Cap Growth
Fund |
David Bunan |
Neuberger Berman International Small
Cap Fund |
Elias Cohen |
Neuberger Berman International
Equity Fund
Neuberger Berman International Select
Fund |
Timothy Creedon |
Neuberger Berman Focus
Fund |
Robert W. D’Alelio |
Neuberger Berman Genesis
Fund |
Ingrid S. Dyott |
Neuberger Berman Sustainable Equity
Fund |
Jacob Gamerman |
Neuberger Berman Integrated Large
Cap Fund |
Rand W. Gesing |
Neuberger Berman Mid Cap Intrinsic
Value Fund |
Michael C. Greene |
Neuberger Berman Mid Cap Intrinsic
Value Fund |
Simon Griffiths |
Neuberger Berman Integrated Large
Cap Fund |
Thomas Hogan |
Neuberger Berman International
Equity Fund
Neuberger Berman International
Select Fund |
William Hunter |
Neuberger Berman Dividend
Growth Fund
Neuberger Berman Equity Income
Fund |
Brian C. Jones |
Neuberger Berman Global Real Estate
Fund
Neuberger Berman Real Estate
Fund |
Charles Kantor |
Neuberger Berman Guardian
Fund |
Anton Kwang |
Neuberger Berman Global Real Estate
Fund |
Sajjad S. Ladiwala |
Neuberger Berman Sustainable Equity
Fund |
David Levine |
Neuberger Berman Large Cap Value
Fund |
Richard Levine |
Neuberger Berman Equity Income
Fund |
James F. McAree |
Neuberger Berman Intrinsic Value
Fund
Neuberger Berman Mid Cap Intrinsic
Value Fund |
Trevor Moreno |
Neuberger Berman Mid Cap
Growth Fund
Neuberger Berman Small Cap Growth
Fund |
Richard S. Nackenson |
Neuberger Berman Multi-Cap
Opportunities Fund |
Benjamin H. Nahum |
Neuberger Berman Intrinsic Value
Fund
Neuberger Berman Mid Cap Intrinsic
Value Fund |
Alexandra Pomeroy
|
Neuberger Berman Equity Income
Fund |
Hari Ramanan |
Neuberger Berman Focus
Fund |
Marc Regenbaum |
Neuberger Berman Guardian
Fund |
Portfolio Manager |
Fund(s) Managed |
Brett S. Reiner |
Neuberger Berman Genesis
Fund |
Conrad Saldanha |
Neuberger Berman Emerging Markets
Equity Fund |
Eli M.
Salzmann |
Neuberger Berman Large Cap
Value Fund |
Benjamin Segal |
Neuberger Berman International
Equity Fund
Neuberger Berman International Select Fund |
Steve Shigekawa |
Neuberger Berman Global Real
Estate Fund
Neuberger Berman Real Estate
Fund |
Amit Solomon |
Neuberger Berman Intrinsic Value
Fund
Neuberger Berman Mid Cap Intrinsic
Value Fund |
Gregory G. Spiegel |
Neuberger Berman Genesis
Fund |
Gillian Tiltman |
Neuberger Berman Global Real Estate
Fund |
Shawn Trudeau |
Neuberger Berman Dividend
Growth Fund
Neuberger Berman Equity Income
Fund |
Kenneth J. Turek |
Neuberger Berman Mid Cap
Growth Fund
Neuberger Berman Small Cap
Growth Fund |
Judith M. Vale |
Neuberger Berman Genesis
Fund |
Accounts Managed
The table below describes
the accounts for which each Portfolio Manager has day-to-day management
responsibility as of August 31, 2020, unless otherwise indicated.
Type of
Account |
Number
of Accounts Managed |
Total
Assets Managed ($ millions) |
Number of
Accounts Managed for which Advisory Fee
is Performance-Based |
Assets Managed
for which Advisory Fee is Performance-Based
($ millions) |
|
|
|
|
|
Chad Bruso*** |
|
|
|
|
Registered Investment Companies* |
1 |
307 |
— |
— |
Other Pooled Investment Vehicles |
— |
— |
— |
— |
Other Accounts** |
— |
— |
— |
— |
David Bunan*** |
|
|
|
|
Registered Investment Companies* |
1 |
2 |
— |
— |
Other Pooled Investment Vehicles |
1 |
1 |
— |
— |
Other Accounts** |
— |
|
— |
— |
Elias Cohen*** |
|
|
|
|
Registered Investment Companies* |
5 |
2,560 |
— |
— |
Type of
Account |
Number
of Accounts Managed |
Total
Assets Managed ($ millions) |
Number of
Accounts Managed for which Advisory Fee
is Performance-Based |
Assets Managed
for which Advisory Fee is Performance-Based
($ millions) |
Other Pooled Investment Vehicles |
6 |
603 |
— |
— |
Other Accounts** |
11 |
2,612 |
1 |
427 |
Timothy Creedon*** |
|
|
|
|
Registered Investment Companies* |
1 |
768 |
— |
— |
Other Pooled Investment Vehicles |
8 |
7,186 |
— |
— |
Other Accounts** |
65 |
896 |
1 |
384 |
Robert W. D’Alelio*** |
|
|
|
|
Registered Investment Companies* |
2 |
11,567 |
— |
— |
Other Pooled Investment Vehicles |
3 |
450 |
— |
— |
Other Accounts** |
211 |
3,350 |
2 |
952 |
Ingrid S. Dyott*** |
|
|
|
|
Registered Investment Companies* |
2 |
2,251 |
— |
— |
Other Pooled Investment Vehicles |
4 |
340 |
— |
— |
Other Accounts** |
800 |
1,786 |
— |
— |
Jacob Gamerman*** |
|
|
|
|
Registered Investment Companies* |
1 |
3 |
— |
— |
Other Pooled Investment Vehicles |
— |
— |
— |
— |
Other Accounts** |
— |
— |
— |
— |
|
|
|
|
|
Rand W. Gesing***, +
|
|
|
|
|
Registered Investment Companies* |
2
|
217
|
— |
— |
Other Pooled Investment Vehicles |
— |
— |
— |
— |
Other Accounts** |
— |
— |
— |
— |
Michael C. Greene*** |
|
|
|
|
Registered Investment Companies* |
3 |
412 |
— |
— |
Other Pooled Investment Vehicles |
— |
— |
— |
— |
Other Accounts** |
78 |
107 |
— |
— |
Simon Griffiths*** |
|
|
|
|
Registered Investment Companies* |
1 |
3 |
— |
— |
Other Pooled Investment Vehicles |
30 |
3,440 |
— |
— |
Other Accounts** |
76 |
2,071 |
5 |
721 |
Type of
Account |
Number
of Accounts Managed |
Total
Assets Managed ($ millions) |
Number of
Accounts Managed for which Advisory Fee
is Performance-Based |
Assets Managed
for which Advisory Fee is Performance-Based
($ millions) |
Thomas Hogan***, +
|
|
|
|
|
Registered Investment Companies* |
5
|
2,988
|
— |
— |
Other Pooled Investment Vehicles |
5
|
646
|
— |
— |
Other Accounts** |
13
|
2,954
|
1
|
671
|
William Hunter*** |
|
|
|
|
Registered Investment Companies* |
2 |
1,307 |
— |
— |
Other Pooled Investment Vehicles |
3 |
75 |
— |
— |
Other Accounts** |
3,024 |
4,111 |
17 |
18 |
Brian C. Jones*** |
|
|
|
|
Registered Investment Companies* |
3 |
876 |
— |
— |
Other Pooled Investment Vehicles |
16 |
807 |
— |
— |
Other Accounts** |
20 |
76 |
1 |
0 |
Charles Kantor*** |
|
|
|
|
Registered Investment Companies* |
3 |
5,257 |
— |
— |
Other Pooled Investment Vehicles |
5 |
1,361 |
1 |
42 |
Other Accounts** |
2,168 |
3,533 |
— |
— |
Anton Kwang*** |
|
|
|
|
Registered Investment Companies* |
1 |
2 |
— |
— |
Other Pooled Investment Vehicles |
1 |
18 |
— |
— |
Other Accounts** |
— |
— |
— |
— |
Sajjad S. Ladiwala*** |
|
|
|
|
Registered Investment Companies* |
2 |
2,251 |
— |
— |
Other Pooled Investment Vehicles |
4 |
340 |
— |
— |
Other Accounts** |
800 |
1,786 |
— |
— |
Type of
Account |
Number
of Accounts Managed |
Total
Assets Managed ($ millions) |
Number of
Accounts Managed for which Advisory Fee
is Performance-Based |
Assets Managed
for which Advisory Fee is Performance-Based
($ millions) |
David Levine***, +
|
|
|
|
|
Registered Investment Companies* |
3
|
8,305
|
— |
— |
Other Pooled Investment Vehicles |
12
|
12,540
|
— |
— |
Other Accounts** |
125
|
799
|
1
|
1
|
|
|
|
|
|
Richard Levine*** |
|
|
|
|
Registered Investment Companies* |
2 |
1,307 |
— |
— |
Other Pooled Investment Vehicles |
3 |
75 |
— |
— |
Other Accounts** |
3,024 |
4,111 |
17 |
18 |
James F. McAree*** |
|
|
|
|
Registered Investment Companies* |
1 |
587 |
— |
— |
Other Pooled Investment Vehicles |
1 |
100 |
— |
— |
Other Accounts** |
— |
— |
— |
— |
Trevor Moreno *** |
|
|
|
|
Registered Investment Companies* |
1 |
307 |
— |
— |
Other Pooled Investment Vehicles |
— |
— |
— |
— |
Other Accounts** |
— |
— |
— |
— |
Richard S. Nackenson*** |
|
|
|
|
Registered Investment Companies* |
2 |
905 |
— |
— |
Other Pooled Investment Vehicles |
1 |
641 |
— |
— |
Other Accounts** |
667 |
1,326 |
— |
— |
Benjamin H. Nahum*** |
|
|
|
|
Registered Investment Companies* |
3 |
744 |
— |
— |
Other Pooled Investment Vehicles |
1 |
100 |
— |
— |
Other Accounts** |
1,205 |
1,686 |
1 |
233 |
Alexandra Pomeroy*** |
|
|
|
|
Registered Investment Companies* |
2 |
1,307 |
— |
— |
Other Pooled Investment Vehicles |
3 |
75 |
— |
— |
Other Accounts** |
3,024 |
4,111 |
17 |
18 |
Hari Ramanan*** |
|
|
|
|
Type of
Account |
Number
of Accounts Managed |
Total
Assets Managed ($ millions) |
Number of
Accounts Managed for which Advisory Fee
is Performance-Based |
Assets Managed
for which Advisory Fee is Performance-Based
($ millions) |
Registered Investment Companies* |
1 |
768 |
— |
— |
Other Pooled Investment Vehicles |
6 |
6,492 |
— |
— |
Other Accounts** |
3 |
0 |
— |
— |
Marc Regenbaum*** |
|
|
|
|
Registered Investment Companies* |
3 |
5,257 |
— |
— |
Other Pooled Investment Vehicles |
5 |
1,361 |
1 |
42 |
|
|
|
|
|
Other Accounts** |
2,168 |
3,533 |
— |
— |
Brett S. Reiner*** |
|
|
|
|
Registered Investment Companies* |
2 |
11,567 |
— |
— |
Other Pooled Investment Vehicles |
3 |
450 |
— |
— |
Other Accounts** |
211 |
3,350 |
2 |
952 |
Conrad Saldanha*** |
|
|
|
|
Registered Investment Companies* |
2 |
1,474 |
— |
— |
Other Pooled Investment Vehicles |
17 |
2,673 |
1 |
195 |
Other Accounts** |
177 |
2,817 |
2 |
467 |
Eli M. Salzmann*** |
|
|
|
|
Registered Investment Companies* |
1 |
1,748 |
— |
— |
Other Pooled Investment Vehicles |
— |
— |
— |
— |
Other Accounts** |
15 |
14 |
— |
— |
Benjamin Segal*** |
|
|
|
|
Registered Investment Companies* |
5 |
2,560 |
— |
— |
Other Pooled Investment Vehicles |
6 |
603 |
— |
— |
Other Accounts** |
672 |
3,121 |
1 |
427 |
Steve Shigekawa*** |
|
|
|
|
Registered Investment Companies* |
3 |
876 |
— |
— |
Other Pooled Investment Vehicles |
16 |
807 |
— |
— |
Other Accounts** |
20 |
76 |
1 |
0 |
Amit Solomon*** |
|
|
|
|
Registered Investment Companies* |
1 |
587 |
— |
— |
Other Pooled Investment Vehicles |
1 |
100 |
— |
— |
Other Accounts** |
— |
— |
— |
— |
Gregory G. Spiegel*** |
|
|
|
|
Type of
Account |
Number
of Accounts Managed |
Total
Assets Managed ($ millions) |
Number of
Accounts Managed for which Advisory Fee
is Performance-Based |
Assets Managed
for which Advisory Fee is Performance-Based
($ millions) |
Registered Investment Companies* |
1 |
10,503 |
— |
— |
Other Pooled Investment Vehicles |
— |
— |
— |
— |
Other Accounts** |
120 |
81 |
— |
— |
Gillian Tiltman*** |
|
|
|
|
Registered Investment Companies* |
1 |
2 |
— |
— |
|
|
|
|
|
Other Pooled Investment Vehicles |
1 |
18 |
— |
— |
Other Accounts** |
— |
— |
— |
— |
Shawn Trudeau*** |
|
|
|
|
Registered Investment Companies* |
2 |
1,307 |
— |
— |
Other Pooled Investment Vehicles |
3 |
75 |
— |
— |
Other Accounts** |
3,024 |
4,111 |
17 |
18 |
Kenneth J. Turek*** |
|
|
|
|
Registered Investment Companies* |
3 |
2,442 |
— |
— |
Other Pooled Investment Vehicles |
— |
— |
— |
— |
Other Accounts** |
— |
— |
— |
— |
Judith M. Vale*** |
|
|
|
|
Registered Investment Companies* |
2 |
11,567 |
— |
— |
Other Pooled Investment Vehicles |
3 |
450 |
— |
— |
Other Accounts** |
211 |
3,350 |
2 |
952 |
* Registered Investment Companies include all funds
managed by the Portfolio Manager, including the Funds.
** Other Accounts include: Institutional Separate
Accounts, Sub-Advised Accounts, and Managed Accounts (WRAP Accounts).
*** A portion of certain accounts may be
managed by other Portfolio Managers; however, the total assets of such accounts
are included even though the Portfolio Manager listed is not involved in the
day-to-day management of the entire account.
+ Information is as of May 31, 2021.
Conflicts of Interest
NBIA Conflicts of Interest
Actual
or apparent conflicts of interest may arise when a Portfolio Manager has
day-to-day management responsibilities with respect to more than one Fund or
other account. The management of multiple funds and accounts (including
proprietary accounts) may give rise to actual or potential conflicts of interest
if the funds and accounts have different or similar objectives, benchmarks, time
horizons, and fees, as the Portfolio Manager must allocate his or her time and
investment ideas across multiple funds and accounts. The Portfolio Manager
may execute transactions for another fund or account that may adversely impact
the value of securities or instruments held by a Fund, and which may include
transactions that are directly contrary to the positions taken by a Fund.
For example, a Portfolio Manager may engage in short sales of securities or
instruments for another account that are the same type of securities or
instruments in which a Fund it manages also invests. In such a case, the
Portfolio Manager could be seen as harming the performance of the Fund for the
benefit of the account engaging in short sales if the short sales cause the
market value of the securities or instruments to fall.
Additionally, if a
Portfolio Manager identifies a limited investment opportunity that may be
suitable for more than one fund or other account, a Fund may not be able to take
full advantage of that opportunity. There may also be regulatory limitations
that prevent a Fund from participating in a transaction that another account or
fund managed by the same Portfolio Manager will invest. For example, the 1940
Act prohibits the Funds from participating in certain transactions with certain
of its affiliates and from participating in “joint” transactions alongside
certain of its affiliates. The prohibition on “joint” transactions may limit the
ability of the Funds to participate alongside its affiliates in privately
negotiated transactions unless the transaction is otherwise permitted under
existing regulatory guidance and may reduce the amount of privately negotiated
transactions that the Funds may participate. Further, the Manager may take an
investment position or action for a fund or account that may be different from,
inconsistent with, or have different rights than (e.g., voting rights, dividend
or repayment priorities or other features that may conflict with one another),
an action or position taken for one or more other funds or accounts, including a
Fund, having similar or different objectives. A conflict may also be
created by investing in different parts of an issuer’s capital structure (e.g.,
equity or debt, or different positions in the debt structure). Those
positions and actions may adversely impact, or in some instances benefit, one or
more affected accounts, including the funds. Potential conflicts may also
arise because portfolio decisions and related actions regarding a position held
for a fund or another account may not be in the best interests of a position
held by another fund or account having similar or different objectives. If one
account were to buy or sell portfolio securities or instruments shortly before
another account bought or sold the same securities or instruments, it could
affect the price paid or received by the second account. Securities
selected for funds or accounts other than a Fund may outperform the securities
selected for the Fund. Finally, a conflict of interest may arise if the
Manager and a Portfolio Manager have a financial incentive to favor one account
over another, such as a performance-based management fee that applies to one
account but not all funds or accounts for which the Portfolio Manager is
responsible. In the ordinary course of operations, certain businesses within the
Neuberger Berman organization (the “Firm”) will seek access to material
non-public information. For instance, NBIA portfolio managers may obtain
and utilize material non-public information in purchasing loans and other debt
instruments and certain privately placed or restricted equity instruments. From
time to time, NBIA portfolio managers will be offered the opportunity on behalf
of applicable clients to participate on a creditors or other similar committee
in connection with restructuring or other “work-out” activity, which
participation could provide access to material non-public information. The
Firm maintains procedures that address the process by which material non-public
information may be acquired intentionally by the Firm. When considering whether
to acquire material nonpublic information, the Firm will attempt to balance the
interests of all clients, taking into consideration relevant factors, including
the extent of the prohibition on trading that would occur, the size of the
Firm’s existing position in the issuer, if any, and the value of the information
as it relates to the investment decision-making process. The acquisition of
material non-public information would likely give rise to a conflict of interest
since the Firm may be prohibited from rendering investment advice to clients
regarding the securities or instruments of such issuer and thereby potentially
limiting the universe of securities or instruments that the Firm, including a
Fund, may purchase or potentially limiting the ability of the Firm, including a
Fund, to sell such securities or instruments. Similarly, where the Firm declines
access to (or otherwise does not receive or share within the Firm) material
non-public information regarding an issuer, the portfolio managers could
potentially base investment decisions with respect to assets of such issuer
solely on public information, thereby limiting the amount of information
available to the portfolio managers in connection with such investment
decisions. In determining whether or not to elect to receive material non-public
information, the Firm will endeavor
to act fairly to its
clients as a whole. The Firm reserves the right to decline access to material
non-public information, including declining to join a creditors or similar
committee.
NBIA,
NBEL and each Fund have adopted certain compliance procedures which are designed
to address these types of conflicts. However, there is no guarantee that such
procedures will detect each and every situation in which a conflict
arises.
Potential Conflicts of Interest
Green
Court and its affiliates are actively engaged in advisory and management
services for multiple collective investment vehicles and managed accounts.
These other Green Court accounts may also trade a substantially similar strategy
to the Fund’s strategy, investing in the Greater China Region and in the Greater
China Companies (“Greater China Accounts”). Certain of these Greater China
Accounts may charge performance fees which may create an incentive for the
principals to manage such accounts in a more speculative manner than the other
Greater China Accounts or other Green Court accounts that do not charge
performance fees.
The
performance of other Green Court accounts, including the Greater China Accounts,
and the Fund may differ for various other reasons, including: different inflows
and outflows of capital; variations in strategy; redemption and/or withdrawal
rights; regulatory restrictions, including restrictions regarding undertakings
for Collective Investment in Transferable Securities ("UCITS") (which are
generally not applicable to the Fund, but which are applicable to certain other
Greater China Accounts); and other differences (collectively, the
“Differences”).
Certain
Greater China Accounts may take both long and short positions, potentially
enabling them to have significantly more flexibility in responding to declining
markets, as well as capitalising on individual equities identified by the Green
Court as likely to underperform, than the Fund.
Positions
taken by the Greater China Accounts or other Green Court accounts may also
dilute or otherwise negatively affect the values, prices or investment
strategies associated with positions held by the Fund and may cause the Fund to
incur higher costs than it otherwise would.
The
Fund’s predominantly “long-biased” investment mandate may cause it to
underperform other Greater China Accounts.
Green
Court and its affiliates may make the same or different trades for the Fund and
the other Greater China Accounts, and may cause the Fund to buy or sell a
position at the same time that another Greater China Account is selling or
buying the same position.
Green
Court and its affiliates allocate investment opportunities on what they believe
to be an equitable basis between the Fund and other Greater China Accounts
pursuant to procedures it has adopted, however, the Fund may not be able to take
full advantage of that opportunity because of the
Differences
and therefore the opportunity may need to be allocated among all or many of
these accounts.
For
these reasons, among others, Green Court, its affiliates and its principals have
potential and actual conflicts of interest in managing the Fund, the Greater
China Accounts and other Green Court accounts.
Compensation of Portfolio
Managers
NBIA Compensation of Portfolio
Managers
Our compensation philosophy
is one that focuses on rewarding performance and incentivizing our
employees. We are also focused on creating a compensation process that we
believe is fair, transparent, and competitive with the market.
Compensation for Portfolio
Managers consists of fixed (salary) and variable (bonus) compensation but is
more heavily weighted on the variable portion of total compensation and is paid
from a team compensation pool made available to the portfolio management team
with which the Portfolio Manager is associated. The size of the team
compensation pool is determined based on a formula that takes into consideration
a number of factors including the pre-tax revenue that is generated by that
particular portfolio management team, less certain adjustments. The bonus
portion of the compensation is discretionary and is determined on the basis of a
variety of criteria, including investment performance (including the aggregate
multi-year track record), utilization of central resources (including research,
sales and operations/support), business building to further the longer term
sustainable success of the investment team, effective team/people management,
and overall contribution to the success of Neuberger Berman. Certain Portfolio
Managers may manage products other than mutual funds, such as high net worth
separate accounts. For the management of these accounts, a Portfolio Manager may
generally receive a percentage of pre-tax revenue determined on a monthly basis
less certain deductions. The percentage of revenue a Portfolio Manager receives
pursuant to this arrangement will vary based on certain revenue
thresholds.
The terms of our long-term
retention incentives are as follows:
Employee-Owned Equity. Certain employees
(primarily senior leadership and investment professionals) participated in
Neuberger Berman’s equity ownership structure, which was designed to incentivize
and retain key personnel. In addition, in prior years certain employees may have
elected to have a portion of their compensation delivered in the form of equity.
We also offer an equity acquisition program which allows employees a more direct
opportunity to invest in Neuberger Berman.
For confidentiality and privacy reasons, we
cannot disclose individual equity holdings or program participation.
Contingent Compensation. Certain
employees may participate in the Neuberger Berman Group Contingent Compensation
Plan (the “CCP”) to serve as a means to further align the interests of our
employees with the success of the firm and the interests of our clients, and to
reward continued employment. Under the CCP, up to 20% of a participant’s annual
total compensation in excess of
$500,000 is contingent and subject to vesting.
The contingent amounts are maintained in a notional account that is tied to the
performance of a portfolio of Neuberger Berman investment strategies as
specified by the firm on an employee-by-employee basis. By having a
participant’s contingent compensation tied to Neuberger Berman investment
strategies, each employee is given further incentive to operate as a prudent
risk manager and to collaborate with colleagues to maximize performance across
all business areas. In the case of members of investment teams, including
Portfolio Managers, the CCP is currently structured so that such employees have
exposure to the investment strategies of their respective teams as well as the
broader Neuberger Berman portfolio.
Restrictive Covenants. Most investment
professionals, including Portfolio Managers, are subject to notice periods and
restrictive covenants which include employee and client non-solicit restrictions
as well as restrictions on the use of confidential information. In addition,
depending on participation levels, certain senior professionals who have
received equity grants have also agreed to additional notice and transition
periods and, in some cases, non-compete restrictions. For confidentiality and
privacy reasons, we cannot disclose individual restrictive covenant
arrangements.
Green Court Compensation of Portfolio
Managers
Our compensation philosophy
is one that focuses on rewarding performance and incentivizing our team
members. We consider a variety of factors in determining fixed and
variable compensation for team members, including firm performance, individual
performance, overall contribution to the team, collaboration with colleagues
across the firm, effective partnering with clients to achieve goals, risk
management and the overall investment performance. It is our foremost goal to
create a compensation process that is fair, transparent, and competitive with
the market.
Green Court’s investment
professionals receive a fixed salary and are eligible for an annual bonus. The
annual bonus for an individual investment professional is paid from a “bonus
pool”. The amount available in the bonus pool is determined based on a number of
factors including the revenue that is generated by the firm. Once the final size
of the available bonus pool is determined, individual bonuses are determined
based on a number of factors including, but not limited to, the aggregate
investment performance of all strategies the individual manages and/or is
associated with, individual contribution to investment performance of the firm’s
strategies, accuracy of investment recommendations, utilization of business
resources, business building to further the longer term sustainable success of
the investment team, effective team/people management, and overall contribution
to the success of Green Court.
GCCML’s parent company,
Green Court Management Holdings LLC, is majority owned by a holding company
wholly owned by Green Court team members. Green Court investment professionals
are the majority shareholders of that company. We believe team ownership to be
important to incentivizing and retaining key investment professionals.
Green
Court also has in place a deferred compensation plan whereby a percentage of an
eligible participant's total compensation is deferred and tied to the
performance of one or more of the firm’s investment strategies. By having
a participant's deferred compensation tied to Green Court’s
investment
strategies, each eligible team member is given further incentive to operate as a
prudent risk manager and to collaborate with colleagues to maximize performance
across all business areas.
Ownership of Securities
Set
forth below is the dollar range of equity securities beneficially owned by each
Portfolio Manager in the Fund(s) that the Portfolio Manager manages, as of
August 31, 2020, unless otherwise indicated. Beneficial ownership includes a
Portfolio Manager's direct investments, investments by immediate family members,
and notional amounts invested through contingent compensation plans.
Portfolio
Manager |
Fund(s)
Managed |
Dollar Range
of Equity Securities Owned in the Fund |
Chad Bruso |
Neuberger Berman Mid Cap
Growth Fund |
D |
|
Neuberger Berman Small Cap Growth
Fund |
D |
David Bunan |
Neuberger Berman International Small
Cap Fund |
E |
Elias Cohen |
Neuberger Berman International
Equity Fund |
E |
|
Neuberger Berman International Select Fund |
E |
Timothy Creedon |
Neuberger Berman Focus
Fund |
G |
Robert W. D’Alelio |
Neuberger Berman Genesis
Fund |
G |
Ingrid S. Dyott |
Neuberger Berman Sustainable
Equity Fund |
G |
Jacob Gamerman |
Neuberger Berman Integrated Large
Cap Fund |
D |
Rand W. Gesing* |
Neuberger Berman Mid Cap Intrinsic
Value Fund |
D
|
Michael C. Greene |
Neuberger Berman Mid Cap Intrinsic
Value Fund |
E |
Simon Griffiths |
Neuberger Berman Integrated Large
Cap Fund |
A |
Thomas Hogan* |
Neuberger Berman International Equity
Fund |
E
|
|
Neuberger Berman International
Select Fund |
E
|
William Hunter |
Neuberger Berman Dividend
Growth Fund |
E |
|
Neuberger Berman Equity Income
Fund |
F |
Brian C. Jones |
Neuberger Berman Global Real
Estate Fund |
B |
|
Neuberger Berman Real Estate
Fund |
E |
Portfolio
Manager |
Fund(s)
Managed |
Dollar Range
of Equity Securities Owned in the Fund |
Charles Kantor |
Neuberger Berman Guardian
Fund |
G |
Anton Kwang |
Neuberger Berman Global Real
Estate Fund |
B |
Sajjad S. Ladiwala |
Neuberger Berman Sustainable
Equity Fund |
G |
David Levine* |
Neuberger Berman Large Cap Value
Fund |
E
|
Richard Levine |
Neuberger Berman Equity Income
Fund |
G |
James F. McAree |
Neuberger Berman Intrinsic
Value Fund |
E |
Trevor Moreno |
Neuberger Berman Mid Cap Growth
Fund |
C |
|
Neuberger Berman Small Cap Growth
Fund |
C |
Richard S. Nackenson |
Neuberger Berman Multi-Cap
Opportunities Fund |
G |
Benjamin H. Nahum |
Neuberger Berman Intrinsic
Value Fund |
G |
Alexandra Pomeroy |
Neuberger Berman Equity Income
Fund |
G |
Hari Ramanan |
Neuberger Berman Focus
Fund |
G |
Marc Regenbaum |
Neuberger Berman Guardian
Fund |
D |
Brett S. Reiner |
Neuberger Berman Genesis
Fund |
G |
Conrad Saldanha |
Neuberger Berman Emerging Markets
Equity Fund |
G |
Eli M. Salzmann |
Neuberger Berman Large Cap
Value Fund |
G |
Benjamin Segal |
Neuberger Berman International
Equity Fund |
G |
|
Neuberger Berman International Select Fund |
G |
Steve Shigekawa |
Neuberger Berman Global Real
Estate Fund |
E |
|
Neuberger Berman Real Estate
Fund |
E |
Amit Solomon |
Neuberger Berman Intrinsic
Value Fund |
F |
Gregory G. Spiegel |
Neuberger Berman Genesis
Fund |
G |
Portfolio
Manager |
Fund(s)
Managed |
Dollar Range
of Equity Securities Owned in the Fund |
Gillian Tiltman |
Neuberger Berman Global Real
Estate Fund |
A |
Shawn Trudeau |
Neuberger Berman Dividend
Growth Fund |
A |
|
Neuberger Berman Equity Income
Fund |
E |
Kenneth J. Turek |
Neuberger Berman Mid Cap Growth
Fund |
G |
|
Neuberger Berman Small Cap Growth
Fund |
G |
Judith M. Vale |
Neuberger Berman Genesis
Fund |
G |
+ Information is as of May
31, 2021.
|
|
A
= None |
E
= $100,001-$500,000 |
B
= $1-$10,000 |
F
= $500,001-$1,000,000 |
C
= $10,001-$50,000 |
G
= Over $1,000,001 |
D
=$50,001-$100,000 |
|
The
investment decisions concerning the Funds and the other registered investment
companies managed by NBIA (collectively, “Other NB Funds”) have been and will
continue to be made independently of one another. In terms of their investment
objectives, most of the Other NB Funds differ from the Funds. Even where the
investment objectives are similar, however, the methods used by the Other NB
Funds and the Funds to achieve their objectives may differ. The investment
results achieved by all of the registered investment companies managed by NBIA
have varied from one another in the past and are likely to vary in the
future. In addition, NBIA or its affiliates may manage one or more Other
NB Funds or other accounts with similar investment objectives and strategies as
the Funds that may have risks that are greater or less than the Funds.
There
may be occasions when a Fund and one or more of the Other NB Funds or other
accounts managed by NBIA or Green Court are contemporaneously engaged in
purchasing or selling the same securities from or to third parties. When this
occurs, the transactions may be aggregated to obtain favorable execution to the
extent permitted by applicable law and regulations. The transactions will
be allocated according to one or more methods designed to ensure that the
allocation is equitable to the funds and accounts involved. Although in some
cases this arrangement may have a detrimental effect on the price or volume of
the securities as to a Fund, in other cases it is believed that a Fund’s ability
to participate in volume transactions may produce better executions for it. In
any case, it is the judgment of the Fund Trustees that the desirability of a
Fund having its advisory arrangements with NBIA outweighs any disadvantages that
may result from contemporaneous transactions.
The
Funds are subject to certain limitations imposed on all advisory clients of NBIA
or Green Court (including the Funds, the Other NB Funds, and other managed funds
or accounts) and personnel of NBIA or Green Court and their affiliates. These
include, for example, limits that may be imposed
in certain industries or
by certain companies, and policies of NBIA or Green Court that limit the
aggregate purchases, by all accounts under management, of the outstanding shares
of public companies.
The
Funds and NBIA have personal securities trading policies that restrict the
personal securities transactions of employees, officers, and Fund Trustees.
Green Court also has personal securities trading policies that restrict the
personal securities transactions of employees and officers. Their primary
purpose is to ensure that personal trading by these individuals does not
disadvantage any fund managed by NBIA. The Funds’ Portfolio Managers and other
investment personnel who comply with the policies’ preclearance and disclosure
procedures may be permitted to purchase, sell or hold certain types of
securities which also may be or are held in the funds they advise, but are
restricted from trading in close conjunction with their funds or taking personal
advantage of investment opportunities that may belong to the funds. Text-only
versions of the Codes of Ethics can be viewed online or downloaded from the
EDGAR Database on the SEC’s internet web site at www.sec.gov.
NBIA is an indirect
subsidiary of Neuberger Berman Group (“NBG”). The directors, officers
and/or employees of NBIA, who are deemed “control persons,” of NBIA are: Joseph
Amato and Brad Tank. Mr. Amato is a Trustee
of the Trust.
NBG’s voting equity is owned
by NBSH Acquisition, LLC (“NBSH”). NBSH is owned by portfolio managers, members
of the NBG’s management team, and certain of NBG’s key employees and senior
professionals.
Green Court is a Hong Kong
corporation that was formed in August 2016. Green Court is a wholly owned
subsidiary of Green Court Management Holdings LLC which is, in turn, owned by
Green Court Management Holdings Limited and NBG as a passive minority
investor. Green Court Management Holdings Limited is owned by Frank Yao
and certain employees of Green Court.
Each
Fund offers the classes of shares shown below:
Fund |
Investor Class |
Trust Class |
Advisor Class |
Institutional Class |
Class |
Class C |
Class R3 |
Class R6 |
Class E |
Dividend Growth |
|
|
|
X |
X |
X |
|
X |
|
Emerging Markets Equity |
|
|
|
X |
X |
X |
X |
X |
|
Equity Income |
|
|
|
X |
X |
X |
X |
|
X |
Focus |
X |
X |
X |
X |
X |
X |
|
|
|
Genesis |
X |
X |
X |
X |
X |
X |
|
X |
X |
Global Real Estate |
|
|
|
X |
X |
X |
|
|
|
Greater China Equity |
|
|
|
X |
X |
X |
|
|
|
Guardian |
X |
X |
X |
X |
X |
X |
X |
X |
|
Integrated Large Cap |
|
|
|
X |
X |
X |
|
|
|
International Equity |
X |
X |
|
X |
X |
X |
|
X |
X |
International Select |
|
X |
|
X |
X |
X |
X |
X |
|
International Small Cap |
|
|
|
X |
X |
X |
|
X |
|
Intrinsic Value |
|
|
|
X |
X |
X |
|
X |
|
Large Cap Value |
X |
X |
X |
X |
X |
X |
X |
X |
X |
Mid Cap Growth |
X |
X |
X |
X |
X |
X |
X |
X |
|
Mid Cap Intrinsic Value |
X |
X |
|
X |
X |
X |
X |
X |
|
Multi-Cap Opportunities |
|
|
|
X |
X |
X |
|
|
X |
Real Estate |
|
X |
|
X |
X |
X |
X |
X |
X |
Small Cap Growth |
X |
X |
X |
X |
X |
X |
X |
X |
|
Sustainable Equity |
X |
X |
|
X |
X |
X |
X |
X |
|
Neuberger
Berman BD LLC (“Neuberger Berman” or the “Distributor”) serves as the
distributor in connection with the continuous offering of each Fund’s shares.
Investor Class, Advisor Class, Trust Class, Institutional Class, Class R6, and
Class E shares are offered on a no-load basis. As described in the Funds’
Prospectuses, certain classes are available only through investment providers
(“Institutions”) that have made arrangements with the Distributor and/or NBIA
for shareholder servicing and administration and/or entered into selling
agreements with the Distributor and/or NBIA.
In
connection with the sale of its shares, each Fund has authorized the Distributor
to give only the information, and to make only the statements and
representations, contained in the Prospectuses and this SAI or that properly may
be included in sales literature and advertisements in accordance with the 1933
Act, the 1940 Act, and applicable rules of self-regulatory organizations. Sales
may be made only by a Prospectus, which may be delivered personally, through the
mails, or by electronic means. The Distributor is the Funds’ “principal
underwriter” within the meaning of the 1940 Act. It acts as agent in
arranging for the sale of each Fund’s Investor Class, Institutional Class,
Class R6, and Class E shares without sales commission or other compensation and
bears all advertising and promotion expenses incurred in the sale of those
shares. The Distributor also acts as agent in arranging for the sale of each
Fund’s Advisor Class, Trust Class, Class A, Class C and Class R3 shares to
Institutions and bears all advertising and promotion expenses incurred in the
sale of those shares. However, for Class A shares, the Distributor receives
commission revenue consisting of the portion of the Class A sales charge
remaining after the allowances by the Distributor to Institutions. For Class C
shares, the Distributor receives any contingent deferred sales charges that
apply during the first year after purchase. A Fund pays the Distributor for
advancing the immediate service fees and commissions paid to qualified
Institutions in connection with Class C shares.
Sales
charge revenues collected and retained by the Distributor for the past three
fiscal years are shown in the following table.
|
|
Sales Charge
Revenue |
Deferred Sales Charge
Revenue |
Fund |
Fiscal Year Ended Aug.
31, |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
Dividend
Growth – Class A |
2020 |
$4,387 |
$656 |
- |
- |
|
2019 |
- |
- |
- |
- |
|
2018 |
$10,120 |
$1,835 |
- |
- |
Dividend
Growth – Class C |
2020 |
- |
- |
$100 |
- |
|
2019 |
- |
- |
$139 |
- |
|
2018 |
- |
- |
$1,556 |
- |
Emerging
Markets Equity – Class A |
2020 |
$8,787 |
$1,478 |
- |
- |
|
2019 |
$72,316 |
$12,551 |
- |
- |
|
2018 |
$225,574 |
$35,657 |
- |
- |
Emerging
Markets Equity – Class C |
2020 |
- |
- |
$309 |
- |
|
2019 |
- |
- |
$5,364 |
- |
|
2018 |
- |
- |
$2,472 |
- |
|
|
Sales Charge
Revenue |
Deferred Sales Charge
Revenue |
|
|
Fund |
Fiscal Year Ended Aug.
31, |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
Equity
Income – Class A |
2020 |
$159,507 |
$67,421 |
- |
- |
|
2019 |
$99,383 |
$22,327 |
- |
- |
|
2018 |
$71,571 |
$12,902 |
- |
- |
Equity
Income – Class C |
2020 |
- |
- |
$4,030 |
- |
|
2019 |
- |
- |
$4,109 |
- |
|
2019 |
- |
- |
$4,109 |
- |
Focus – Class A |
2020 |
$1,048 |
$138 |
- |
- |
|
2019 |
$528 |
$70 |
- |
- |
|
2018 |
$11,380 |
$2,250 |
- |
- |
Focus – Class C |
2020 |
- |
- |
- |
- |
|
2019 |
- |
- |
$100 |
- |
|
2018 |
- |
- |
$24 |
- |
Genesis
– Class A |
2020^ |
- |
- |
- |
- |
|
2019 |
- |
- |
- |
- |
|
2018 |
- |
- |
- |
- |
Genesis
– Class C |
2020^ |
- |
- |
- |
- |
|
2019 |
- |
- |
- |
- |
|
2018 |
- |
- |
- |
- |
Global Real Estate – Class A |
2020 |
- |
- |
- |
- |
|
2019 |
$116 |
$16 |
- |
- |
|
|
Sales Charge
Revenue |
Deferred Sales Charge
Revenue |
|
|
Fund |
Fiscal Year Ended Aug.
31, |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
|
2018 |
$121 |
$16 |
- |
- |
Global Real Estate – Class C |
2020 |
- |
- |
- |
- |
|
2019 |
- |
- |
- |
- |
|
2018 |
- |
- |
- |
- |
Greater China
Equity – Class A |
2020 |
- |
- |
- |
- |
|
2019 |
- |
- |
- |
- |
|
2018 |
$3,706 |
$597 |
- |
- |
Greater China
Equity – Class C |
2020 |
- |
- |
- |
- |
|
2019 |
- |
- |
$13 |
- |
|
2018 |
- |
- |
$597 |
- |
Guardian – Class A |
2020 |
$39,661 |
$7,556 |
- |
- |
|
2019 |
$7,284 |
$2,909 |
- |
- |
|
2018 |
$7,795 |
$1,061 |
- |
- |
Guardian – Class C |
2020 |
- |
- |
$656 |
- |
|
2019 |
- |
- |
- |
- |
|
2018 |
- |
- |
- |
- |
Integrated Large
Cap – Class A |
2020 |
$533 |
$66 |
- |
- |
|
2019 |
$673 |
$94 |
- |
- |
|
2018 |
$1,311 |
$161 |
- |
- |
|
|
Sales Charge
Revenue |
Deferred Sales Charge
Revenue |
|
|
Fund |
Fiscal Year Ended Aug.
31, |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
Integrated Large
Cap – Class C |
2020 |
- |
- |
- |
- |
|
2019 |
- |
- |
- |
- |
|
2018 |
- |
- |
- |
- |
International
Equity – Class A |
2020 |
$8,803 |
$1,428 |
- |
- |
|
2019 |
$16,709 |
$4,674 |
- |
- |
|
2018 |
$43,150 |
$6,261 |
- |
- |
International
Equity – Class C |
2020 |
- |
- |
$1,122 |
- |
|
2019 |
- |
- |
$5,462 |
- |
|
2018 |
- |
- |
$855 |
- |
International
Select – Class A |
2020 |
$435 |
$59 |
- |
- |
|
2019 |
$1,174 |
$185 |
- |
- |
|
2018 |
$6,105 |
$1,069 |
- |
- |
International
Select – Class C |
2020 |
- |
- |
- |
- |
|
2019 |
- |
- |
$1,094 |
- |
|
2018 |
- |
- |
$91 |
- |
International Small Cap– Class A |
2020 |
- |
- |
- |
- |
|
2019 |
- |
- |
- |
- |
|
2018 |
- |
- |
- |
- |
|
|
Sales Charge
Revenue |
Deferred Sales Charge
Revenue |
|
|
Fund |
Fiscal Year Ended Aug.
31, |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
International Small Cap– Class C |
2020 |
- |
- |
- |
- |
|
2019 |
- |
- |
$70 |
- |
|
2018 |
- |
- |
- |
- |
Intrinsic Value – Class A |
2020 |
$43,423 |
$10,154 |
- |
- |
|
2019 |
$90,484 |
$14,500 |
- |
- |
|
2018 |
$39,095 |
$7,514 |
- |
- |
Intrinsic Value – Class C |
2020 |
- |
- |
$1,870 |
- |
|
2019 |
- |
- |
$1,188 |
- |
|
2018 |
- |
- |
$1,252 |
- |
Large Cap Value – Class A |
2020 |
$108,722 |
$19,295 |
- |
- |
|
2019 |
$107,946 |
$17,197 |
- |
- |
|
2018 |
$36,435 |
$5,591 |
- |
- |
Large Cap Value – Class C |
2020 |
- |
- |
$12,526 |
- |
|
2019 |
- |
- |
$1,457 |
- |
|
2018 |
- |
- |
$2,023 |
- |
Mid Cap Growth – Class A |
2020 |
$18,211 |
$2,797 |
- |
- |
|
2019 |
$18,487 |
$3,138 |
- |
- |
|
2018 |
$44,750 |
$6,633 |
- |
- |
|
|
Sales Charge
Revenue |
Deferred Sales Charge
Revenue |
|
|
Fund |
Fiscal Year Ended Aug.
31, |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
Mid Cap Growth – Class C |
2020 |
- |
- |
$586 |
- |
|
2019 |
- |
- |
$506 |
- |
|
2018 |
- |
- |
$310 |
- |
Mid Cap Intrinsic
Value – Class A |
2020 |
$3,074 |
$530 |
- |
- |
|
2019 |
$15,060 |
$2,759 |
- |
- |
|
2018 |
$19,277 |
$2,493 |
- |
- |
Mid Cap Intrinsic Value – Class C |
2020 |
- |
- |
$237 |
- |
|
2019 |
- |
- |
$411 |
- |
|
2018 |
- |
- |
$678 |
- |
Multi-Cap Opportunities– Class A |
2020 |
$108,817 |
$19,196 |
- |
- |
|
2019 |
$117,440 |
$20,686 |
- |
- |
|
2018 |
$185,851 |
$26,656 |
- |
- |
Multi-Cap
Opportunities – Class
C |
2020 |
- |
- |
$1,435 |
- |
|
2019 |
- |
- |
$3,230 |
- |
|
2018 |
- |
- |
$2,589 |
- |
Real Estate – Class A |
2020 |
$179,548 |
$27,242 |
- |
- |
|
2019 |
$32,470 |
$4,776 |
- |
- |
|
|
Sales Charge
Revenue |
Deferred Sales Charge
Revenue |
|
|
Fund |
Fiscal Year Ended Aug.
31, |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
Amount
Paid to Distributor |
Amount Retained
by Distributor |
|
2018 |
$21,289 |
$3,179 |
- |
- |
Real Estate – Class C |
2020 |
- |
- |
$7,090 |
- |
|
2019 |
- |
- |
$714 |
- |
|
2018 |
- |
- |
$1,900 |
- |
Small Cap
Growth – Class A |
2020 |
$71,016 |
$12,435 |
- |
- |
|
2019 |
$151,139 |
$19,434 |
- |
- |
|
2018 |
$29,077 |
$4,926 |
- |
- |
Small Cap
Growth – Class C |
2020 |
- |
- |
$578 |
- |
|
2019 |
- |
- |
$429 |
- |
|
2018 |
- |
- |
$505 |
- |
Sustainable
Equity – Class A |
2020 |
$86,600 |
$13,778 |
- |
- |
|
2019 |
$131,503 |
$28,604 |
- |
- |
|
2018 |
$221,066 |
$33,132 |
- |
- |
Sustainable
Equity – Class C |
2020 |
- |
- |
$2,635 |
- |
|
2019 |
- |
- |
$7,091 |
- |
|
2018 |
- |
- |
$6,551 |
- |
^ No data available
as of the date of this SAI because this Class of the Fund had not yet commenced
operations.
For
each Fund that offers a Class that is sold directly to investors, the
Distributor or one of its affiliates may, from time to time, deem it desirable
to offer to shareholders of the Fund, through use of its shareholder list, the
shares of other mutual funds for which the Distributor acts as distributor or
other products or services. Any such use of the Funds’ shareholder lists,
however, will be made subject to terms and conditions, if any, approved by a
majority of the Independent Fund Trustees. These lists
will not be used to offer
the Funds’ shareholders any investment products or services other than those
managed by NBIA or distributed by the Distributor.
From
time to time, the Distributor and/or NBIA and/or their affiliates may enter into
arrangements pursuant to which it compensates a registered broker-dealer or
other third party for services in connection with the distribution of Fund
shares.
The
Trust, on behalf of each Fund, and the Distributor are parties to a Distribution
Agreement with respect to the Investor Class, the Institutional Class, Class R6,
and Class E, and a Distribution and Shareholder Services Agreement with respect
to the Advisor Class, the Trust Class (except the Trust Class of Neuberger
Berman Genesis Fund, Neuberger Berman
Mid Cap Growth Fund, and Neuberger Berman International Equity Fund, as to which there is
a Distribution Agreement), Class A, Class C and Class R3 (“Distribution
Agreements”). The Distribution Agreements continue until October 31, 2021. The
Distribution Agreements may be renewed annually with respect to a Fund if
specifically approved by (1) the vote of a majority of the Independent Fund
Trustees and (2) the vote of a majority of the Fund Trustees or a 1940 Act
majority vote of the outstanding shares of that Fund. The Distribution
Agreements may be terminated by either party and will terminate automatically on
their assignment, in the same manner as the Management Agreements.
The Distributor and/or NBIA
and/or their affiliates may pay additional compensation and/or provide
incentives (out of their own resources and not as an expense of the Funds) to
certain brokers, dealers, or other financial intermediaries (“Financial
Intermediaries”) in connection with the sale, distribution, retention and/or
servicing of Fund shares. No such payments are made with respect to Class
R6 shares.
Such payments (often
referred to as revenue sharing payments) are intended to provide additional
compensation to Financial Intermediaries for various services, including without
limitation, participating in joint advertising with a Financial Intermediary,
granting the Distributor’s and/or NBIA’s and/or their affiliates’ personnel
reasonable access to a Financial Intermediary’s financial advisers and
consultants, and allowing the Distributor’s and/or NBIA’s and/or their
affiliates’ personnel to attend conferences. The Distributor and/or NBIA
and/or their affiliates may make other payments or allow other promotional
incentives to Financial Intermediaries to the extent permitted by SEC and FINRA
rules and by other applicable laws and regulations.
In addition, the Distributor
and/or NBIA and/or their affiliates may pay for: placing the Funds on the
Financial Intermediary’s sales system, preferred or recommended fund list,
providing periodic and ongoing education and training of Financial Intermediary
personnel regarding the Funds; disseminating to Financial Intermediary personnel
information and product marketing materials regarding the Funds; explaining to
clients the features and characteristics of the Funds; conducting due diligence
regarding the Funds; providing reasonable access to sales meetings, sales
representatives and management representatives of a Financial Intermediary; and
furnishing marketing support and other services. Additional compensation
also may include non-cash compensation, financial assistance to Financial
Intermediaries in connection with conferences, seminars for the public and
advertising campaigns, technical and systems support and reimbursement of ticket
charges (fees that a Financial Intermediary charges its representatives for
effecting transactions in Fund shares) and other
similar charges.
The
level of such payments made to Financial Intermediaries may be a fixed fee or
based upon one or more of the following factors: reputation in the industry,
ability to attract and retain assets, target markets, customer relationships,
quality of service, actual or expected sales, current assets and/or number of
accounts of the Fund attributable to the Financial Intermediary, the particular
Fund or fund type or other measures as agreed to by the Distributor and/or NBIA
and/or their affiliates and the Financial Intermediaries or any combination
thereof. The amount of these payments is determined at the discretion of the
Distributor and/or NBIA and/or their affiliates from time to time, may be
substantial, and may be different for different Financial Intermediaries based
on, for example, the nature of the services provided by the Financial
Intermediary.
Receipt
of, or the prospect of receiving, this additional compensation, may influence a
Financial Intermediary’s recommendation of the Funds or of any particular share
class of the Funds. These payment arrangements, however, will not change
the price that an investor pays for Fund shares or the amount that a Fund
receives to invest on behalf of an investor and will not increase Fund expenses.
You should review your Financial Intermediary’s compensation disclosure and/or
talk to your Financial Intermediary to obtain more information on how this
compensation may have influenced your Financial Intermediary’s recommendation of
a Fund.
In
addition to the compensation described above, the Funds and/or the Distributor
and/or NBIA and/or their affiliates may pay fees to Financial Intermediaries and
their affiliated persons for maintaining Fund share balances and/or for
subaccounting, administrative or transaction processing services related to the
maintenance of accounts for retirement and benefit plans and other omnibus
accounts (“subaccounting fees”). Such subaccounting fees paid by the Funds
may differ depending on the Fund and are designed to be equal to or less than
the fees the Funds would pay to their transfer agent for similar services.
Because some subaccounting fees are directly related to the number of accounts
and assets for which a Financial Intermediary provides services, these fees will
increase with the success of the Financial Intermediary’s sales
activities.
The
Distributor and NBIA and their affiliates are motivated to make the payments
described above since they promote the sale of Fund shares and the retention of
those investments by clients of Financial Intermediaries. To the extent
Financial Intermediaries sell more shares of the Funds or retain shares of the
Funds in their clients’ accounts, NBIA and/or its affiliates benefit from the
incremental management and other fees paid to NBIA and/or its affiliates by the
Funds with respect to those assets.
The
Trust, on behalf of the Fund, has also adopted a Distribution Plan pursuant to
Rule 12b-1 under the 1940 Act (“Plan”) with respect to the Trust Class of
Neuberger Berman Focus Fund, Neuberger
Berman Guardian Fund, Neuberger Berman
International Select Fund, Neuberger
Berman Large Cap Value Fund, Neuberger
Berman Mid Cap Intrinsic Value Fund,
Neuberger Berman Real Estate Fund,
Neuberger Berman Small Cap Growth Fund
and Neuberger Berman Sustainable Equity
Fund. The Plan provides that the Trust Class of each Fund will compensate the
Distributor for administrative and other services provided to the Trust Class of
the Fund, its activities and expenses related to the sale and distribution of
Trust Class shares, and ongoing services to investors in the Trust Class of the
Fund. Under the Plan, the Distributor receives from the Trust Class
of each Fund a fee at the
annual rate of 0.10% of that Class’s average daily net assets. The Distributor
may pay up to the full amount of this fee to Institutions that make available
Trust Class shares and/or provide services to the Trust Class and its
shareholders. The fee paid to an Institution is based on the level of such
services provided. Institutions may use the payments for, among other purposes,
compensating employees engaged in sales and/or shareholder servicing. The amount
of fees paid by the Trust Class of a Fund during any year may be more or less
than the cost of distribution and other services provided to that class of the
Fund and its investors. FINRA rules limit the amount of annual distribution and
service fees that may be paid by a mutual fund and impose a ceiling on the
cumulative distribution fees paid. The Trust Class’s Plan complies with these
rules.
The
table below sets forth the amount of fees accrued for the Trust Class of the
Funds indicated below:
Trust Class |
Fiscal Years Ended
August 31, |
|
Fund |
2020 |
2019 |
2018 |
Focus |
$44,500 |
$49,998 |
$59,931 |
Guardian |
$39,484 |
$48,120 |
$56,588 |
International Select |
$4,968 |
$6,769 |
$8,224 |
Large Cap
Value |
$73,489 |
$74,314 |
$71,917 |
Mid Cap Intrinsic
Value |
$6,307 |
$8,857 |
$10,684 |
Real Estate |
$117,405 |
$122,764 |
$138,672 |
Small Cap
Growth |
$4,234 |
$4,324 |
$3,889 |
Sustainable Equity |
$138,372 |
$188,969 |
$234,176 |
The
Trust, on behalf of the Fund, has also adopted a Plan with respect to the
Advisor Class of each Fund offering Advisor Class shares. The Plan
provides that the Advisor Class of each Fund will compensate the Distributor for
administrative and other services provided to the Advisor Class of the Fund, its
activities and expenses related to the sale and distribution of Advisor Class
shares, and ongoing services to investors in the Advisor Class of the Fund.
Under the Plan, the Distributor receives from the Advisor Class of each Fund a
fee at the annual rate of 0.25% of that Class’s average daily net assets. The
Distributor may pay up to the full amount of this fee to Institutions that make
available Advisor Class shares and/or provide services to the Advisor Class and
its shareholders. The fee paid to an Institution is based on the level of such
services provided. Institutions may use the payments for, among other purposes,
compensating employees engaged in sales and/or shareholder servicing. The amount
of fees paid by the Advisor Class of a Fund during any year may be more or less
than the cost of distribution and other services provided to that class of the
Fund and its investors. FINRA rules limit the amount of annual distribution and
service fees that may be paid by a mutual fund and impose a ceiling on the
cumulative distribution fees paid. The Advisor Class’s Plan complies with these
rules.
The
table below sets forth the amount of fees accrued for the Advisor Class of the
Funds indicated below:
Advisor Class |
Fiscal Years Ended
August 31, |
|
Fund |
2020 |
2019 |
2018 |
Focus |
$4,131 |
$4,472 |
$7,314 |
Genesis |
$337,905 |
$416,657 |
$500,611 |
Guardian |
$445 |
$466 |
$412 |
Large Cap
Value |
$265,946 |
$292,662 |
$342,750 |
Mid Cap
Growth |
$26,650 |
$33,020 |
$36,908 |
Small Cap
Growth |
$7,016 |
$6,326 |
$4,954 |
The
Trust, on behalf of the Fund, has also adopted a Plan with respect to Class A of
each Fund. The Plan provides that Class A of each Fund will compensate the
Distributor for administrative and other services provided to Class A of the
Fund, its activities and expenses related to the sale and distribution of Class
A shares, and ongoing services to investors in Class A of the Fund. Under the
Plan, the Distributor receives from Class A of each Fund a fee at the annual
rate of 0.25% of that Class’s average daily net assets. The Distributor may pay
up to the full amount of this fee to Institutions that make available Class A
shares and/or provide services to Class A and its shareholders. The fee paid to
an Institution is based on the level of such services provided. Institutions may
use the payments for, among other purposes, compensating employees engaged in
sales and/or shareholder servicing. The amount of fees paid by Class A of each
Fund during any year may be more or less than the cost of distribution and other
services provided to that class of the Fund and its investors. FINRA rules limit
the amount of annual distribution and service fees that may be paid by a mutual
fund and impose a ceiling on the cumulative distribution fees paid. Class A’s
Plan complies with these rules.
The
table below sets forth the amount of fees accrued for Class A of the Funds
indicated below:
Class
A@ |
Fiscal Years Ended
August 31, |
|
Fund |
2020 |
2019 |
2018 |
Dividend
Growth |
$3,447 |
$4,091 |
$4,622 |
Emerging Markets
Equity |
$94,922 |
$113,476 |
$152,257 |
Equity Income |
$339,861 |
$359,674 |
$466,736 |
Focus |
$6,674 |
$7,372 |
$7,764 |
Global Real Estate |
$837 |
$822 |
$750 |
Greater China
Equity |
$12,688 |
$17,378 |
$49,068 |
Guardian |
$12,660 |
$11,240 |
$13,097 |
Integrated Large
Cap |
$631 |
$845 |
$1,344 |
International Equity |
$130,387 |
$140,926 |
$183,613 |
Class
A@ |
Fiscal Years Ended
August 31, |
Fund |
2020 |
2019 |
2018 |
International Select |
$7,455 |
$8,200 |
$11,423 |
International Small Cap |
$348 |
$423 |
$688 |
Intrinsic
Value |
$49,157 |
$55,319 |
$46,284 |
Large Cap
Value |
$101,046 |
$38,489 |
$8,606 |
Mid Cap
Growth |
$82,961 |
$89,349 |
$122,188 |
Mid Cap Intrinsic
Value |
$8,973 |
$25,661 |
$24,101 |
Multi-Cap
Opportunities |
$107,443 |
$144,006 |
$166,082 |
Real Estate |
$157,459 |
$146,212 |
$174,709 |
Small Cap
Growth |
$70,220 |
$56,651 |
$10,470 |
Sustainable Equity |
$226,471 |
$259,448 |
$303,916 |
@ As of the date of this SAI, Class A of
Neuberger Berman Genesis Fund had not yet
commenced operations. Therefore,
there is no data to report.
The
Trust, on behalf of the Fund, has also adopted a Plan with respect to Class C of
each Fund. The Plan provides that Class C of each Fund will compensate the
Distributor for administrative and other services provided to Class C of the
Fund, its activities and expenses related to the sale and distribution of Class
C shares, and ongoing services to investors in Class C of the Fund. Under the
Plan, the Distributor receives from Class C of each Fund a fee at the annual
rate of 1.00% of that Class’s average daily net assets, of which 0.75% is a
distribution fee and 0.25% is a service fee. The Distributor may pay up to the
full amount of this fee to Institutions that make available Class C shares
and/or provide services to Class C and its shareholders. The fee paid to an
Institution is based on the level of such services provided. Institutions may
use the payments for, among other purposes, compensating employees engaged in
sales and/or shareholder servicing. The amount of fees paid by Class C of each
Fund during any year may be more or less than the cost of distribution and other
services provided to that class of the Fund and its investors. FINRA rules limit
the amount of annual distribution and service fees that may be paid by a mutual
fund and impose a ceiling on the cumulative distribution fees paid. Class C’s
Plan complies with these rules.
The
table below sets forth the amount of fees accrued for Class C of the Funds
indicated below:
Class C@ |
Fiscal Years Ended
August 31, |
|
Fund |
2020 |
2019 |
2018 |
Dividend Growth |
$24,472 |
$29,292 |
$32,380 |
Emerging Markets Equity |
$79,026 |
$101,300 |
$103,751 |
Equity Income |
$1,504,065 |
$2,139,503 |
$2,662,916 |
|
Fiscal Years Ended
August 31, |
Class C@ |
2020 |
2019 |
2018 |
Focus |
$12,310 |
$13,966 |
$17,651 |
Global Real Estate |
$2,874 |
$3,132 |
$2,805 |
Greater China Equity |
$1,784 |
$1,791 |
$2,986 |
Guardian |
$19,293 |
$17,683 |
$17,280 |
Integrated Large Cap |
$870 |
$1,065 |
$1,152 |
International Equity |
$85,264 |
$110,660 |
$146,544 |
International Select |
$14,886 |
$18,784 |
$25,074 |
International Small Cap |
$1,212 |
$1,301 |
$1,426 |
Intrinsic Value |
$139,393 |
$201,625 |
$230,573 |
Large Cap Value |
$214,365 |
$61,817 |
$21,218 |
Mid Cap Growth |
$105,307 |
$104,126 |
$105,222 |
Mid Cap Intrinsic Value |
$12,249 |
$19,197 |
$24,414 |
Multi-Cap Opportunities |
$354,082 |
$412,980 |
$433,477 |
Real Estate |
$108,398 |
$114,429 |
$156,256 |
Small Cap Growth |
$42,872 |
$36,277 |
$23,077 |
Sustainable Equity |
$435,478 |
$543,538 |
$595,464 |
@ As of the date of this SAI, Class C of
Neuberger Berman Genesis Fund had not yet
commenced operations. Therefore,
there is no data to report.
The
Trust, on behalf of the Fund, has also adopted a Plan with respect to Class R3
of each Fund offering Class R3 shares. The Plan provides that Class R3 of
each Fund will compensate the Distributor for administrative and other services
provided to Class R3 of the Fund, its activities and expenses related to the
sale and distribution of Class R3 shares, and ongoing services to investors in
Class R3 of the Fund. Under the Plan, the Distributor receives from Class R3 of
each Fund a fee at the annual rate of 0.50% of that Class’s average daily net
assets, of which 0.25% is a distribution fee and 0.25% is a service fee.
The Distributor may pay up to the full amount of this fee to Institutions that
make available Class R3 shares and/or provide services to Class R3 and its
shareholders. The fee paid to an Institution is based on the level of such
services provided. Institutions may use the payments for, among other purposes,
compensating employees engaged in sales and/or shareholder servicing. The amount
of fees paid by Class R3 of each Fund during any year may be more or less than
the cost of distribution and other services provided to that class of the Fund
and its investors. FINRA rules limit the amount of annual distribution and
service fees that may be paid by a mutual fund and impose a ceiling on the
cumulative distribution fees paid. Class R3’s Plan complies with these
rules.
The
table below sets forth the amount of fees accrued for Class R3 of the Funds
indicated below:
Class R3 |
Fiscal Years Ended
August 31, |
|
Fund |
2020 |
2019 |
2018 |
Emerging Markets
Equity |
$4,325 |
$5,518 |
$8,291 |
Equity Income |
$9,365 |
$9,156 |
$9,342 |
Guardian |
$656 |
$1,247 |
$2,160 |
International Select |
$10,783 |
$13,885 |
$21,814 |
Large Cap
Value |
$3,640 |
$2,727 |
$997 |
Mid Cap
Growth |
$182,405 |
$202,999 |
$71,474 |
Mid Cap Intrinsic
Value |
$4,234 |
$10,662 |
$10,178 |
Real Estate |
$87,618 |
$90,764 |
$88,290 |
Small Cap
Growth |
$12,408 |
$14,594 |
$7,279 |
Sustainable Equity |
$147,364 |
$160,252 |
$192,471 |
Each
Plan requires that the Distributor provide the Fund Trustees for their review a
quarterly written report identifying the amounts expended by each Class and the
purposes for which such expenditures were made.
Prior
to approving the Plans, the Fund Trustees considered various factors relating to
the implementation of each Plan and determined that there is a reasonable
likelihood that the Plans will benefit the applicable Classes of the Funds and
their shareholders. To the extent the Plans allow the Funds to penetrate markets
to which they would not otherwise have access, the Plans may result in
additional sales of Fund shares; this, in turn, may enable the Funds to achieve
economies of scale that could reduce expenses. In addition, certain on-going
shareholder services may be provided more effectively by Institutions with which
shareholders have an existing relationship.
Each
Plan is renewable from year to year with respect to a Class of a Fund, so long
as its continuance is approved at least annually (1) by the vote of a
majority of the Fund Trustees and (2) by a vote of the majority of those
Independent Fund Trustees who have no direct or indirect financial interest in
the Distribution Agreement or the Plans pursuant to Rule 12b-1 under the 1940
Act (“Rule 12b-1 Trustees”). A Plan may not be amended to increase materially
the amount of fees paid by any Class of any Fund thereunder unless such
amendment is approved by a 1940 Act majority vote of the outstanding shares of
the Class and by the Fund Trustees in the manner described above. A Plan is
terminable with respect to a Class of a Fund at any time by a vote of a majority
of the Rule 12b‑1 Trustees or by a 1940 Act majority vote of the outstanding
shares in the Class.
From
time to time, one or more of the Funds may be closed to new investors. Because
the Plans for the Trust Class, Advisor Class, Class A, Class C and Class R3
shares of the Funds pay for ongoing shareholder and account services, the Board
may determine that it is appropriate for a Fund to continue paying a 12b-1 fee,
even though the Fund is closed to new investors.
Each
Fund’s shares are bought or sold at the offering price or at a price that is the
Fund’s NAV per share. The NAV for each Class of a Fund is calculated by
subtracting total liabilities of that Class from total assets attributable to
that Class (the market value of the securities the Fund holds plus cash and
other assets). Each Fund’s per share NAV is calculated by dividing its NAV by
the number of Fund shares outstanding attributable to that Class and rounding
the result to the nearest full cent.
Each
Fund normally calculates its NAV on each day the Exchange is open once
daily as of 4:00 P.M., Eastern time. Because the value of a Fund's portfolio
securities changes every business day, its share price usually changes as
well. In the event of an emergency or other disruption in trading on the
Exchange, a Fund’s share price would still normally be determined as of 4:00
P.M., Eastern time. The Exchange is generally closed on all national holidays
and Good Friday; Fund shares will not be priced on those days or other days on
which the Exchange is scheduled to be closed. When the Exchange is closed for
unusual reasons, Fund shares will generally not be priced although a Fund may
decide to remain open and in such a case, the Fund would post a notice on
www.nb.com.
A Fund
generally values its investments based upon their last reported sale prices,
market quotations, or estimates of value provided by an independent pricing
service as of the time as of which the Fund’s share price is calculated.
A Fund
uses one or more independent pricing services approved by the Board of Trustees
to value its equity portfolio securities (including exchange-traded derivative
instruments and securities issued by ETFs). An independent pricing service
values equity portfolio securities (including exchange-traded derivative
instruments and securities issued by ETFs) listed on the NYSE, the NYSE MKT LLC
or other national securities exchanges, and other securities or instruments for
which market quotations are readily available, at the last reported sale price
on the day the securities are being valued. Securities traded primarily on the
NASDAQ Stock Market are normally valued by the independent pricing service at
the NASDAQ Official Closing Price (“NOCP”) provided by NASDAQ each business day.
The NOCP is the most recently reported price as of 4:00:02 p.m., Eastern time,
unless that price is outside the range of the “inside” bid and asked prices
(i.e., the bid and asked prices that dealers quote to each other when trading
for their own accounts); in that case, NASDAQ will adjust the price to equal the
inside bid or asked price, whichever is closer. Because of delays in reporting
trades, the NOCP may not be based on the price of the last trade to occur before
the market closes. If there is no sale of a security or other instrument on a
particular day, the independent pricing services may value the security or other
instrument based on market quotations.
A Fund
uses one or more independent pricing services approved by the Board of Trustees
to value its debt portfolio securities and other instruments, including certain
derivative instruments that do not trade on an exchange. Valuations of debt
securities and other instruments provided by an
independent pricing
service are based on readily available bid quotations or, if quotations are not
readily available, by methods that include considerations such as: yields or
prices of securities of comparable quality, coupon, maturity and type;
indications as to values from dealers; and general market conditions. Valuations
of derivatives that do not trade on an exchange provided by an independent
pricing service are based on market data about the underlying investments.
Short-term securities with remaining maturities of less than 60 days may be
valued at cost, which, when combined with interest earned, approximates market
value, unless other factors indicate that this method does not provide an
accurate estimate of the short-term security’s value.
NBIA
has developed a process to periodically review information provided by
independent pricing services for all types of securities.
Investments in non-exchange
traded investment companies are valued using the respective fund’s daily
calculated NAV per share. The prospectuses for these funds explain the
circumstances under which the funds will use fair value pricing and the effects
of using fair value pricing.
If a valuation for a
security is not available from an independent pricing service or if NBIA
believes in good faith that the valuation received does not reflect the amount a
Fund might reasonably expect to receive on a current sale of that security, the
Fund seeks to obtain quotations from brokers or dealers. If such quotations are
not readily available, the Fund may use a fair value estimate made according to
methods the Board of Trustees has approved in the good-faith belief that the
resulting valuation will reflect the fair value of the security. A Fund may also
use these methods to value certain types of illiquid securities and instruments
for which broker quotes are rarely, if ever, available, such as options that are
out of the money, or for which no trading activity exists. Fair value pricing
generally will be used if the market in which a portfolio security trades closes
early or if trading in a particular security was halted during the day and did
not resume prior to a Fund’s NAV calculation. Numerous factors may be considered
when determining the fair value of a security or other instrument, including
available analyst, media or other reports, trading in futures or ADRs, and
whether the issuer of the security or other instrument being fair valued has
other securities or other instruments outstanding.
The
value of a Fund's investments in foreign securities is generally determined
using the same valuation methods used for other Fund investments, as discussed
above. Foreign security prices expressed in local currency values are translated
from the local currency into U.S. dollars using the exchange rates as of 4:00
p.m., Eastern time.
If,
after the close of the principal market on which a security is traded and before
the time a Fund's securities are priced that day, an event occurs that NBIA
deems likely to cause a material change in the value of that security, the Fund
Trustees have authorized NBIA, subject to the Board’s review, to ascertain a
fair value for such security. Such events may include circumstances in which the
value of the U.S. markets changes by a percentage deemed significant with
respect to the security in question.
The
Board has approved the use of ICE Data Service (“ICE”) to assist in determining
the fair value of foreign equity securities when changes in the value of a
certain index suggest that the closing prices on the foreign exchanges may no
longer represent the amount that a Fund could expect to receive for those
securities or on days when foreign markets are closed and U.S. markets are open.
In each of these events, ICE will provide adjusted prices for certain foreign
equity securities using a
statistical analysis of
historical correlations of multiple factors. The Board has also approved
the use of ICE to evaluate the prices of foreign income securities as of the
time as of which a Fund’s share price is calculated. ICE utilizes
benchmark spread and yield curves and evaluates available market activity from
the local close to the time as of which a Fund’s share price is calculated to
assist in determining prices for certain foreign income securities. In the case
of both foreign equity and foreign income securities, in the absence of precise
information about the market values of these foreign securities as of the time
as of which a Fund’s share price is calculated, the Board has determined on the
basis of available data that prices adjusted or evaluated in this way are likely
to be closer to the prices a Fund could realize on a current sale than are the
prices of those securities established at the close of the foreign markets in
which the securities primarily trade. Foreign securities are traded in foreign
markets that may be open on days when the NYSE is closed. As a result, the NAV
of a Fund may be significantly affected on days when shareholders do not have
access to that Fund.
Under
the 1940 Act, the Funds are required to act in good faith in determining the
fair value of portfolio securities. The SEC has recognized that a security’s
valuation may differ depending on the method used for determining value. The
fair value ascertained for a security is an estimate and there is no assurance,
given the limited information available at the time of fair valuation, that a
security’s fair value will be the same as or close to the subsequent opening
market price for that security.
The
Funds may from time to time accept securities in exchange for Fund shares.
The
Funds have authorized one or more Financial Intermediaries to receive purchase
and redemption orders on their behalf. Such Financial Intermediaries are
authorized to designate other administrative intermediaries to receive purchase
and redemption orders on the Funds’ behalf. A Fund will be deemed to have
received a purchase or redemption order when a Financial Intermediary or its
designee receives the order. Purchase and redemption orders will be priced
at the next share price or offering price to be calculated after the order has
been “received in proper form” as defined in the Prospectuses.
Shareholders
that hold their shares directly with a Fund (“Direct Shareholders”) may arrange
to have a fixed amount automatically invested in Fund shares of that Class each
month. To do so, a Direct Shareholder must complete an application, available
from the Distributor, electing to have automatic investments funded either
through (1) redemptions from his or her account in an eligible money market
fund outside the Neuberger Berman fund family or (2) withdrawals from the
shareholder’s checking account. In
either case, the minimum monthly investment is $100. A Direct Shareholder who
elects to participate in automatic investing through his or her checking account
must include a voided check with the completed application. A completed
application should be sent to Neuberger Berman Funds, P.O. Box 219189, Kansas
City, MO 64121-9189.
Automatic
investing enables a Direct Shareholder to take advantage of “dollar cost
averaging.” As a result of dollar cost averaging, a Direct Shareholder’s average cost of Fund shares generally
would be lower than if the shareholder purchased a fixed number of shares at the
same pre-set intervals. Additional information on dollar cost averaging may be
obtained from the Distributor.
Dealer commissions and
compensation
Commissions
(up to 1.00%) are paid to dealers who initiate and are responsible for certain
Class A share purchases not subject to sales charges. Commissions on such
investments are paid to dealers at the following rates: 1.00% on amounts from $1
million to $3,999,999, 0.50% on amounts from $4 million to $29,999,999, and
0.25% on amounts from $30 million and above. Commissions are based on cumulative
investments and are reset annually.
See the
Funds’ Prospectuses for information regarding sales charge reductions and
waivers.
As more
fully set forth in a fund’s prospectus, if shareholders purchased Institutional
Class, Investor Class, Trust Class, or Class R6 shares of a fund in the fund
family directly, they may redeem at least $1,000 worth of the fund’s shares and
invest the proceeds in shares of the corresponding class of one or more of the
other funds in the fund family, provided that the minimum investment and other
eligibility requirements of the other fund(s) are met. Investor Class
shares of a fund in the fund family may also be exchanged for Trust Class shares
where the Distributor is the Institution acting as the record owner on behalf of
the shareholder making the exchange. Class R6 shares of a fund in the fund
family may also be exchanged for Institutional shares where (1) the Distributor
is the Institution acting as the record owner on behalf of the shareholder
making the exchange, and (2) Class R6 shares of the other fund in the fund
family are not available (otherwise, Class R6 shares would be exchanged for
Class R6 shares of the other fund in the fund family).
In addition, Grandfathered
Investors (as defined in the Class A and Class C shares prospectuses) may
exchange their shares (either Investor Class or Trust Class) for Class A shares
where Investor Class or Trust Class shares of the other fund in the fund family
are not available; otherwise, they will exchange their shares into the
corresponding class of the other fund in the fund family.
An
Institution may exchange a fund’s Advisor Class, Investor Class, Trust Class,
Institutional Class, Class A, Class C, Class R3, and Class R6 shares (if the
shareholder did not purchase the fund’s shares directly) for shares of the
corresponding class of one or more of the other funds in the fund family, if
made available through that Institution. Most Institutions allow you to
take advantage of the exchange program.
If
shareholders purchased shares of a fund in the fund family directly, with the
exception of Class R6 and Class E, they may exchange those shares for shares of
the following eligible money market funds (and classes): Investment Class shares
of State Street Institutional U.S. Government Money Market Fund and Investment
Class shares of State Street Institutional Treasury Plus Money
Market Fund. An investor
may exchange shares of an eligible money market fund for shares of a particular
class of a fund in the Neuberger Berman fund family only if the investor holds,
through the Distributor, both shares of that eligible money market fund and
shares of that particular class of that fund in the Neuberger Berman fund
family.
Exchanges
are generally not subject to any applicable sales charges. However,
exchanges from eligible money market funds are subject to any applicable sales
charges on the fund in the Neuberger Berman fund family being purchased, unless
the eligible money market fund shares were acquired through an exchange from a
fund in the Neuberger Berman fund family having a sales charge or by
reinvestment or cross-reinvestment of dividends or other distributions from a
fund in the Neuberger Berman fund family having a sales charge.
Most
investment providers allow you to take advantage of the exchange program.
Please contact your investment provider or the Distributor for further
information on exchanging your shares.
Before
effecting an exchange, fund shareholders must obtain and should review a
currently effective prospectus of the fund into which the exchange is to be
made. An exchange is treated as a redemption (sale) and purchase, respectively,
of shares of the two funds for federal income tax purposes and, depending on the
circumstances, a capital gain or loss may be realized on the exchange.
A fund
may terminate or materially alter its exchange privilege without notice to
shareholders.
The
right to redeem a Fund’s shares may be suspended or payment of the redemption
price postponed (1) when the NYSE is closed, (2) when trading on the
NYSE is restricted, (3) when an emergency exists as a result of which it is
not reasonably practicable for the Fund to dispose of securities it owns or
fairly to determine the value of its net assets, or (4) for such other
period as the SEC may by order permit for the protection of the Fund’s
shareholders. Applicable SEC rules and regulations shall govern whether the
conditions prescribed in (2) or (3) exist. If the right of redemption is
suspended, shareholders may withdraw their offers of redemption, or they will
receive payment at the NAV per share in effect at the close of business on the
first day the NYSE is open (“Business Day”) after termination of the
suspension.
Each
Fund reserves the right, under certain conditions, to honor any request for
redemption by making payment in whole or in part in securities valued as
described in “Share Prices and Net Asset Value” above. Each Fund (except
Neuberger Berman Dividend Growth Fund, Neuberger Berman Global Real Estate Fund,
Neuberger Berman Greater China Equity Fund, and Neuberger Berman U.S. Equity
Impact Fund) may pay in kind only those requests for redemption (or a
combination of requests from the same shareholder in any 90-day period)
exceeding $250,000 or 1% of the net assets of the Fund, whichever is less. If
payment is made in securities, a shareholder or Institution generally will incur
brokerage expenses or other transaction costs in converting those securities
into cash and will be subject to fluctuation in the market prices of those
securities until they are sold. The Funds do not redeem in kind under normal
circumstances, but would do so when NBIA or the Fund Trustees determine that it
is in the best interests of a Fund’s shareholders as a whole or the transaction
is otherwise effected in accordance with procedures adopted by the Fund’s
Trustees.
If
consistent with your investment provider’s program, Advisor Class, Investor
Class, and Trust Class shares of a Fund that have been purchased by an
investment provider on behalf of clients participating in (i) certain qualified
group retirement plans (including 401(k) plans, 457 plans, employer-sponsored
403(b) plans), profit-sharing and money purchase pension plans, defined benefit
plans and non-qualified deferred compensation plans or (ii) investment programs
in which the clients pay a fixed or asset-based fee, may be converted into
Institutional Class shares of the same Fund if the investment provider satisfies
any then-applicable eligibility requirements for investment in Institutional
Class shares of the Fund. If consistent with your investment provider’s
policy and/or investment program, Class A and Class C shares of a Fund that have
been purchased by an investment provider on behalf of clients may be converted
into Institutional Class shares of the same Fund provided any then-applicable
eligibility requirements for investment in Institutional Class shares of the
Fund are satisfied.
Investor
Class, Trust Class, Advisor Class, Institutional Class, Class A, Class C, and
Class R3 shares of a Fund may be converted to Class R6 shares of the same Fund,
provided that any eligibility requirements of Class R6 shares are met and the
investment provider determines such conversion is consistent with its policy
and/or investment program.
Investor
Class, Trust Class, Advisor Class and Institutional Class may be converted into
Class A shares of the same Fund in connection with investor initiated transfers
from fee-based advisory
accounts to
transaction-based brokerage accounts at the same intermediary provided that: (i)
the intermediary does not offer the Class of shares the investor held in the
fee-based advisory account in its brokerage accounts; and (ii) the financial
intermediary agrees to provide each impacted investor with prior notice about
the conversion and disclosure about increases in the expenses of Class A shares
compared to the Class of shares the investor held in the fee-based advisory
account.
Investor
Class, Trust Class, Advisor Class, Institutional Class, Class A, Class C, Class
R3, and Class R6 shares of a Series may be converted to Class E shares of the
same Series, provided that any eligibility requirements of Class E shares are
met.
Class C
shares that are no longer subject to a CDSC will be automatically converted into
Class A shares of the same Fund at the end of the month following the eighth
anniversary of the purchase date. Class C shares acquired through reinvestment
of distributions will convert into Class A shares based on the date of the
initial purchase of the shares on which the distribution was paid.
Class C
shares held through a financial intermediary in an omnibus account will be
converted into Class A shares only if the financial intermediary can document
that the shareholder has met the required holding period. It is the financial
intermediary’s (and not a Fund’s) responsibility to keep records and to ensure
that the shareholder is credited with the proper holding period. Not all
financial intermediaries are able to track purchases to credit individual
shareholders’ holding periods. In particular, group retirement plans held
through third party intermediaries that hold Class C shares in an omnibus
account may not track participant level share lot aging.
In
addition, a financial intermediary may sponsor and/or control programs or
platforms that impose a different conversion schedule or eligibility
requirements for conversions of Class C shares. In these cases, Class C shares
of certain shareholders may not be eligible for conversion as described above. A
Fund has no responsibility for overseeing, monitoring or implementing a
financial intermediary’s process for determining whether a shareholder meets the
required holding period for conversion or for effecting such conversion.
Please
consult with your financial intermediary about your eligibility to exercise the
Class C conversion privilege.
When an
investor’s account is transferred to an investment provider that does not offer
the Class the investor held with their prior investment provider, at the request
of the investment provider, shares of one Class of a Fund may be converted to
shares of another Class in the same Fund provided that: (1) the investor
qualifies for the new Class, and (2) if the new Class has a higher expense
ratio, the investment provider demonstrates that the investor consented in
writing, which shall serve as prior notice of the change, to the
conversion.
Conversions
will be effected at net asset value without the imposition of any sales load,
fee or other charges by the Fund. The Board may from time to time approve
a Plan of Share Class conversion for any Class of shares.
In
general, conversions of one Class for a different Class of the same Fund should
not result in the realization by the investor of a taxable capital gain or loss
for U.S. federal income tax purposes, provided that the transaction is
undertaken and processed, with respect to any shareholder, as a
conversion transaction.
Shareholders should consult their tax advisors as to the federal, state, local
and non-U.S. tax consequences of an intra-Fund conversion.
Please
contact your investment provider about any fees that it may charge. Share
conversion privileges may not be available for all accounts and may not be
offered at all investment providers.
Each
Fund distributes to its shareholders substantially all of the net investment
income it earns (by Class, after deducting expenses attributable to the Class)
and any net capital gains (both long-term and short-term) and net gains from
foreign currency transactions, if any, it realizes that are allocable to that
Class. A Fund’s net investment income, for financial accounting purposes,
consists of all income accrued on its assets less accrued expenses but does not
include net capital and foreign currency gains and losses. Net investment income
and realized gains and losses of each Fund are reflected in its NAV until they
are distributed. Each Fund calculates its net investment income and NAV per
share as of the close of regular trading on the NYSE on each Business Day
(usually 4:00 p.m. Eastern time).
Each
Fund normally pays dividends from net investment income and distributions of net
realized capital and foreign currency gains, if any, once annually, in December,
except that Neuberger Berman Equity Income
Fund, Neuberger Berman Global Real
Estate Fund and Neuberger Berman Real
Estate Fund each distributes substantially all of its net investment
income (after deducting expenses), if any, near the end of each calendar
quarter.
Each
Fund’s dividends and other distributions are automatically reinvested in
additional shares of the distributing Class of the Fund, unless the shareholder
elects to receive them in cash (“cash election”). If you use an investment
provider, you must consult it about whether your dividends and other
distributions from a Fund will be reinvested in additional shares of the
distributing Class of the Fund or paid to you in cash. To the extent dividends
and other distributions are subject to federal, state, and/or local income
taxation, they are taxable to the shareholders whether received in cash or
reinvested in additional Fund shares.
Direct Shareholders may make a cash election on
the original account application or at a later date by writing to DST Asset
Manager Solutions, Inc. (“DST”) at the following address: Attn: Neuberger Berman
Funds, P.O. Box 219189, Kansas City, MO 64121-9189. Cash distributions can be
paid by check or through an electronic transfer to a bank account or used to
purchase shares of another fund in the fund family, designated in the
shareholder’s original account application. A cash election with respect to any
Fund remains in effect until the shareholder notifies DST Asset Manager
Solutions, Inc. (“DST”) in writing (at the above address) to discontinue the
election.
If it
is determined that the U.S. Postal Service cannot properly deliver a Fund’s
mailings to a shareholder for 180 days, the Fund will terminate the
shareholder’s cash election and the shareholder’s dividends and other
distributions thereafter will automatically be reinvested in additional Fund
shares of the distributing Class until the shareholder requests in writing to
DST or the Fund that the cash election be reinstated.
Dividend or
other distribution checks that are not cashed or deposited within 180 days from
being issued will be reinvested in additional shares of the distributing Class
of the relevant Fund at the NAV per share on the day the check is reinvested. No
interest will accrue on amounts represented by uncashed dividend or other
distribution checks.
To
continue to qualify for treatment as a RIC, each Fund, which is treated as a
separate corporation for federal tax purposes, must distribute to its
shareholders for each taxable year at least the sum of 90% of its investment
company taxable income (consisting generally of net investment income, the
excess of net short-term capital gain over net long-term capital loss, and net
gains and losses from certain foreign currency transactions, all determined
without regard to any deduction for dividends paid) and 90% of its net exempt
interest income (“Distribution Requirement”) and must meet several additional
requirements. With respect to each Fund, these requirements include the
following:
(1) the
Fund must derive at least 90% of its gross income each taxable year from
(a) dividends, interest, payments with respect to securities loans, and
gains from the sale or other disposition of securities or foreign currencies, or
other income (including gains from Financial Instruments) derived with respect
to its business of investing in securities or those currencies and (b) net
income from an interest in a “qualified publicly traded partnership” (i.e., a “publicly traded partnership” that is
treated as a partnership for federal tax purposes and satisfies certain
qualifying income requirements but derives less than 90% of its gross income
from the items described in clause (a)) (“QPTP”) (“Income Requirement”);
and
(2)
at the close of each quarter of the Fund’s taxable year, (a) at least 50%
of the value of its total assets must be represented by cash and cash items,
Government securities, securities of other RICs, and other securities limited,
in respect of any one issuer, to an amount that does not exceed 5% of the value
of the Fund’s total assets and that does not represent more than 10% of the
issuer’s outstanding voting securities (equity securities of QPTPs being
considered voting securities for these purposes), and (b) not more than 25%
of the value of its total assets may be invested in (i) the securities
(other than Government securities or securities of other RICs) of any one
issuer, (ii) the securities (other than securities of other RICs) of two or
more issuers the Fund controls (by owning 20% or more of their voting power)
that are determined to be engaged in the same, similar, or related trades or
businesses, or (iii) the securities of one or more QPTPs (collectively,
“Diversification Requirements”).
If a
Fund invests cash collateral received in connection with securities lending in
an unregistered fund (as noted above under “Investment Information -- Cash
Management and Temporary Defensive Positions”), the Fund generally will be
treated as (1) owning a proportionate share of the unregistered fund’s assets
for purposes of determining the Fund’s compliance with the Diversification
Requirements and certain other provisions (including the provision that permits
it to enable its shareholders to get the benefit of foreign taxes it pays, as
described below) and (2) being entitled to the income on that share for purposes
of determining whether it satisfies the Income Requirement.
By
qualifying for treatment as a RIC, a Fund (but not its shareholders) will be
relieved of federal income tax on the part of its investment company taxable
income and net capital gain (i.e., the
excess of net long-term capital gain over net short-term capital loss) that it
distributes to its shareholders. If a Fund failed to qualify for that treatment
for any taxable year -- either (1) by failing to satisfy the Distribution
Requirement, even if it satisfied the Income and Diversification Requirements,
or (2) by failing to satisfy the Income Requirement and/or either
Diversification Requirement and was unable, or determined not, to avail itself
of Code provisions that enable a RIC to cure a failure to satisfy any of the
Income and Diversification Requirements as long as the failure “is due to reasonable cause and not due to
willful neglect” and the RIC pays a deductible tax calculated in accordance with
those provisions and meets certain other requirements -- then, (a) the
Fund would be taxed on the full amount of its taxable income for that year
without being able to deduct the distributions it makes to its shareholders and
(b) the shareholders would treat all those distributions, including
distributions of net capital gain, as ordinary dividends to the extent of the
Fund’s earnings and profits. Those dividends would be taxable as ordinary
income, except that, for individual and certain other non-corporate shareholders
(each, an “individual shareholder”), the part thereof that is “qualified
dividend income” (as described in each Prospectus) (“QDI”) would be taxable for
federal tax purposes at the rates for net capital gain -- a maximum of 15% for a
single shareholder with taxable income not exceeding $441,450, or $496,050 for
married shareholders filing jointly, and 20% for individual shareholders with
taxable income exceeding those respective amounts, which apply for 2020 and will
be adjusted for inflation annually. In the case of corporate shareholders that
meet certain holding period and other requirements regarding their Fund shares,
all or part of those dividends would be eligible for the dividends-received
deduction available to corporations (“DRD”). In addition, the Fund could be
required to recognize unrealized gains, pay substantial taxes and interest, and
make substantial distributions before requalifying for RIC treatment.
Each
Fund will be subject to a nondeductible 4% excise tax (“Excise Tax”) to the
extent it fails to distribute by the end of any calendar year substantially all
of its ordinary income for that year and capital gain net income for the
one-year period ended on October 31 of that year, plus certain other amounts.
Each Fund intends to continue to make sufficient distributions each year to
avoid liability for the Excise Tax.
Dividends
and interest a Fund receives, and gains it realizes, on foreign securities may
be subject to income, withholding, or other taxes imposed by foreign countries
and U.S. possessions (“foreign taxes”) that would reduce the total return on its
investments. Tax treaties between certain countries and the United States may
reduce or eliminate foreign taxes, however, and many foreign countries do not
impose taxes on capital gains in respect of investments by foreign
investors.
A Fund
may invest in the stock of “passive foreign investment companies” (“PFICs”). A
PFIC is any foreign corporation (with certain exceptions) that, in general,
meets either of the following tests for a taxable year: (1) at least 75% of
its gross income is passive or (2) an average of at least 50% of its assets
produce, or are held for the production of, passive income. Under certain
circumstances, a Fund that holds stock of a PFIC will be subject to federal
income tax on a portion of any “excess distribution” it receives on the stock
and of any gain on its disposition of the stock (collectively, “PFIC income”),
plus interest thereon, even if the Fund distributes the PFIC income as a taxable
dividend to its shareholders. The balance of the PFIC income will be included in
the Fund’s investment company taxable income and, accordingly, will not be
taxable to it to the extent it distributes that income to its
shareholders. A Fund’s
distributions attributable to PFIC income will not be eligible for the reduced
maximum federal income tax rates on individual shareholders’ QDI.
If a
Fund invests in a PFIC and elects to treat the PFIC as a “qualified electing
fund” (“QEF”), then in lieu of the Fund’s incurring the foregoing tax and
interest obligation, the Fund would be required to include in income each
taxable year its pro rata share of the
QEF’s annual ordinary earnings and net capital gain -- which the Fund most
likely would have to distribute to satisfy the Distribution Requirement and
avoid imposition of the Excise Tax -- even if the Fund did not receive those
earnings and gain from the QEF. In most instances it will be very difficult, if
not impossible, to make this election because of certain requirements
thereof.
A Fund
may elect to “mark-to-market” any stock in a PFIC it owns at the end of its
taxable year. “Marking-to-market,” in this context, means including in gross
income each taxable year (and treating as ordinary income) the excess, if any,
of the fair market value of the stock over a Fund’s adjusted basis therein
(including net mark-to-market gain or loss for each prior taxable year for which
an election was in effect) as of the end of that year. Pursuant to the election,
a Fund also would be allowed to deduct (as an ordinary, not a capital, loss) the
excess, if any, of its adjusted basis in PFIC stock over the fair market value
thereof as of the taxable year-end, but only to the extent of any net
mark-to-market gains with respect to that stock the Fund included in income for
prior taxable years under the election. A Fund’s adjusted basis in each PFIC’s
stock subject to the election would be adjusted to reflect the amounts of income
included and deductions taken thereunder.
Investors
should be aware that determining whether a foreign corporation is a PFIC is a
fact-intensive determination that is based on various facts and circumstances
and thus is subject to change, and the principles and methodology used therein
are subject to interpretation. As a result, a Fund may not be able, at the time
it acquires a foreign corporation’s shares, to ascertain whether the corporation
is a PFIC, and a foreign corporation may become a PFIC after a Fund acquires
shares therein. While each Fund generally will seek to minimize its investments
in PFIC shares, and to make appropriate elections when they are available, to
lessen the adverse tax consequences detailed above, there are no guarantees that
it will be able to do so, and each Fund reserves the right to make such
investments as a matter of its investment policy.
A
Fund’s use of hedging strategies, such as writing (selling) and purchasing
options and futures contracts and entering into forward contracts, involves
complex rules that will determine for income tax purposes the amount, character,
and timing of recognition of the gains and losses it realizes in connection
therewith. Gains from the disposition of foreign currencies (except certain
gains that may be excluded by future regulations), and gains from Financial
Instruments a Fund derives with respect to its business of investing in
securities or foreign currencies, will be treated as qualifying income under the
Income Requirement.
Some futures contracts,
certain foreign currency contracts, and “nonequity” options (i.e., certain listed options, such as those on
a “broad-based” securities index) -- except any “securities futures contract”
that is not a “dealer securities futures contract” (both as defined in the Code)
and any interest rate swap, currency swap, basis swap, interest rate cap,
interest rate floor, commodity swap, equity swap, equity index swap, credit
default swap, or similar agreement -- in which a Fund invests may be subject to
Code section 1256 (collectively, “Section 1256 contracts”). Any Section 1256
contracts a Fund holds at the end of its taxable year (and generally for
purposes of the Excise Tax, on
October 31 of each year) must be “marked to
market” (that is, treated as having been sold at that time for their fair market
value) for federal tax purposes, with the result that unrealized gains or losses
will be treated as though they were realized. Sixty percent of any net gain or
loss recognized as a result of these deemed sales, and 60% of any net realized
gain or loss from any actual sales, of Section 1256 contracts are treated as
long-term capital gain or loss; the remainder is treated as short-term capital
gain or loss. These rules may operate to increase the amount that a Fund must
distribute to satisfy the Distribution Requirement (i.e., with respect to the portion treated as
short-term capital gain), which will be taxable to its shareholders as ordinary
income when distributed to them, and to increase the net capital gain the Fund
recognizes, without in either case increasing the cash available to it. A Fund
may elect to exclude certain transactions from the operation of these rules,
although doing so may have the effect of increasing the relative proportion of
short-term capital gain (taxable to its shareholders as ordinary income when
distributed to them) and/or increasing the amount of dividends it must
distribute to meet the Distribution Requirement and avoid imposition of the
Excise Tax.
When a
covered call option written (sold) by a Fund expires, it realizes a short-term
capital gain equal to the amount of the premium it received for writing the
option. When a Fund terminates its obligations under such an option by entering
into a closing transaction, it realizes a short-term capital gain (or loss),
depending on whether the cost of the closing transaction is less (or more) than
that amount. When a covered call option written by a Fund is exercised, it is
treated as having sold the underlying security, producing long-term or
short-term capital gain or loss, depending on the holding period of the
underlying security and whether the sum of the option price it receives on the
exercise plus the premium it received when it wrote the option is more or less
than its basis in the underlying security.
Under
Code section 988, gains or losses (1) from the disposition of foreign
currencies, including forward contracts, (2) except in certain circumstances,
from Financial Instruments on or involving foreign currencies and from notional
principal contracts (e.g., swaps, caps, floors, and collars) involving payments
denominated in foreign currencies, (3) on the disposition of each
foreign-currency-denominated debt security that are attributable to fluctuations
in the value of the foreign currency between the dates of acquisition and
disposition of the security, and (4) that are attributable to exchange rate
fluctuations between the time a Fund accrues interest, dividends, or other
receivables or expenses or other liabilities denominated in a foreign currency
and the time it actually collects the receivables or pays the liabilities
generally will be treated as ordinary income or loss. These gains or losses will
increase or decrease the amount of a Fund’s investment company taxable income to
be distributed to its shareholders as ordinary income, rather than increasing or
decreasing the amount of its net capital gain. If a Fund’s section 988 losses
exceed other investment company taxable income for a taxable year, the Fund
would not be able to distribute any dividends, and any distributions made during
that year before the losses were realized would be recharacterized as a return
of capital to shareholders, rather than as a dividend, thereby reducing each
shareholder’s basis in his or her Fund shares. Although each Fund values its
assets daily in terms of U.S. dollars, it does not intend to convert its
holdings of foreign currencies into U.S. dollars on a daily basis. A Fund will
do so from time to time, incurring the costs of currency conversion.
If a
Fund has an “appreciated financial position” -- generally, an interest
(including an interest through an option, futures or forward contract, or short
sale) with respect to any stock, debt instrument (other than “straight debt”),
or partnership interest the fair market value of which exceeds its adjusted
basis -- and enters into a “constructive sale” of the position, the Fund will be
treated as having made
an actual sale thereof,
with the result that it will recognize gain at that time. A constructive sale
generally consists of a short sale, an offsetting notional principal contract,
or a futures or forward contract a Fund or a related person enters into with
respect to the same or substantially identical property. In addition, if the
appreciated financial position is itself a short sale or such a contract,
acquisition of the underlying property or substantially identical property will
be deemed a constructive sale. The foregoing will not apply, however, to any
Fund’s transaction during any taxable year that otherwise would be treated as a
constructive sale if the transaction is closed within 30 days after the end of
that year and the Fund holds the appreciated financial position unhedged for 60
days after that closing (i.e., at no
time during that 60-day period is the Fund’s risk of loss regarding that
position reduced by reason of certain specified transactions with respect to
substantially identical or related property, such as having an option to sell,
being contractually obligated to sell, making a short sale of, or granting an
option to buy substantially identical stock or securities).
A Fund may acquire zero
coupon or other securities issued with OID, as well as pay-in-kind securities,
which pay “interest” through the issuance of additional securities, and U.S.
TIPS, the principal value of which is adjusted daily in accordance with changes
in the Consumer Price Index. As a holder of those securities, a Fund must
include in gross income the OID that accrues on the securities during the
taxable year, as well as such “interest” received on pay-in-kind securities and
principal adjustments on U.S. TIPS, even if it receives no corresponding payment
on them during the year. Because each Fund annually must distribute
substantially all of its investment company taxable income, including any
accrued OID and other non-cash income, to satisfy the Distribution Requirement
and avoid imposition of the Excise Tax, a Fund may be required in a particular
year to distribute as a dividend an amount that is greater than the total amount
of cash it actually receives. Those distributions will be made from a Fund’s
cash assets or, if necessary, from the proceeds of sales of its securities. A
Fund may realize capital gains or losses from those sales, which would increase
or decrease its investment company taxable income and/or net capital gain.
A Fund
may invest in ownership units (i.e.,
limited partnership or similar interests) in MLPs, which generally are
classified as partnerships for federal tax purposes. Most MLPs in which a
Fund may invest are expected to be QPTPs, all the net income from which
(regardless of source) would be qualifying income for the Fund under the Income
Requirement. If a Fund invests in an MLP, or an ETF organized as a
partnership, that is not a QPTP, including a company principally engaged in the
real estate industry that is classified for federal tax purposes as a
partnership (and not as a corporation or REIT), the net income the Fund earns
therefrom would be treated as such qualifying income only to the extent it would
be such if realized directly by the Fund in the same manner as realized by that
MLP, ETF, or company.
A Fund
may invest in REITs that (1) hold residual interests in real estate
mortgage investment conduits (“REMICs”) or (2) engage in mortgage
securitization transactions that cause the REITs to be taxable mortgage pools
(“TMPs”) or have a qualified REIT subsidiary that is a TMP. A portion of the net
income allocable to REMIC residual interest holders may be an “excess
inclusion.” The Code authorizes the issuance of regulations dealing with the
taxation and reporting of excess inclusion income of REITs and RICs that hold
residual REMIC interests and of REITs, or qualified REIT subsidiaries, that are
TMPs. Although those regulations have not yet been issued, in 2006 the
Treasury Department and the Internal Revenue Service (“Service”) issued a notice
(“Notice”) announcing that, pending the issuance of further guidance, the
Service would apply the principles in the following paragraphs to all excess
inclusion income, whether from REMIC residual interests or TMPs.
The
Notice provides that a REIT must (1) determine whether it or its qualified REIT
subsidiary (or a part of either) is a TMP and, if so, calculate the TMP’s excess
inclusion income under a “reasonable method,” (2) allocate its excess inclusion
income to its shareholders generally in proportion to dividends paid, (3) inform
shareholders that are not “disqualified organizations” (i.e., governmental units and tax-exempt
entities that are not subject to tax on unrelated business taxable income
(“UBTI”)) of the amount and character of the excess inclusion income allocated
thereto, (4) pay tax (at the highest federal income tax rate imposed on
corporations) on the excess inclusion income allocated to its disqualified
organization shareholders, and (5) apply the withholding tax provisions with
respect to the excess inclusion part of dividends paid to foreign persons
without regard to any treaty exception or reduction in tax rate. Excess
inclusion income allocated to certain tax-exempt entities (including qualified
retirement plans, IRAs, and public charities) constitutes UBTI to them.
A RIC
with excess inclusion income is subject to rules identical to those in clauses
(2) through (5) (substituting “that are nominees” for “that are not
‘disqualified organizations’” in clause (3) and inserting “record shareholders
that are” after “its” in clause (4)). The Notice further provides that a RIC is
not required to report the amount and character of the excess inclusion income
allocated to its shareholders that are not nominees, except that (1) a RIC with
excess inclusion income from all sources that exceeds 1% of its gross income
must do so and (2) any other RIC must do so by taking into account only excess
inclusion income allocated to the RIC from REITs the excess inclusion income of
which exceeded 3% of its dividends. A Fund will not invest directly in REMIC
residual interests and does not intend to invest in REITs that, to its
knowledge, invest in those interests or are TMPs or have a qualified REIT
subsidiary that is a TMP.
Effective
for taxable years beginning after December 31, 2017, and before January 1, 2026,
the Code generally allows individuals and certain other non-corporate entities,
such as partnerships (including LLCs classified as such) and S corporations
(each, a “non-corporate entity”), a deduction for 20% of the aggregate amount of
the entity’s “qualified REIT dividends” and “qualified publicly traded
partnership income” (“QPTPI”) (the latter including income of a “publicly traded
partnership” that is not treated as a corporation for federal income tax
purposes, such as an MLP). Regulations provide that a RIC can pass the
character of its qualified REIT dividends through to its shareholders provided
certain holding period requirements are met. The Treasury Department has
announced that it is considering adopting regulations that would provide a
similar pass-through by RICs of QPTPI, but that pass-through is not currently
available. As a result, a shareholder in a Fund that invests in REITs will be
eligible to receive the benefit of the deductions that are available to direct
investors in REITs, but a shareholder in a Fund that invests in MLPs will not
currently receive the benefit of the deductions that are available to direct
investors in MLPs.
Neuberger
Berman Greater China Equity Fund’s
investments in the Greater China region may be impacted by tax laws and
regulations, the interpretation, application, and enforcement of which by the
applicable tax authorities are not as consistent and transparent as those of
more developed nations; they may vary over time and from region to region and
are subject to change, possibly with retroactive effect. For example, the Fund’s
investments in equity-linked instruments issued by “qualified foreign
institutional investors” (each, a “QFII”) (which are foreign investors permitted
to participate in China’s mainland stock exchanges, through limited access) may
be affected by the taxation of QFIIs as the result of an announcement in
November 2014 by the tax authorities of the People’s Republic of China (“PRC”).
Specifically, they announced that capital gains derived from Chinese equity
investments by QFIIs during the period November 17, 2009 to November 16,
2014,
would be subject to capital
gains tax. The Fund may be indirectly affected adversely by that policy if the
amount of tax ultimately collected by the Chinese tax authorities with respect
to the equity-linked instruments in which the Fund has invested is more than the
withholding amount provisioned under the terms of those instruments. The Chinese
tax authorities further announced a temporary exemption (the length of which is
uncertain) for QFIIs from such capital gains tax on future (though not past)
capital gains derived from the trading of A-Shares and other Chinese equity
interest investments starting November 17, 2014. It is unclear in practice when
those tax authorities will start to collect the tax on past gains.
The Chinese tax authorities
also announced that capital gains realized by certain foreign investors, such as
the Fund, from trading eligible A-Shares on the Chinese stock exchanges
(“Eligible Securities”) through the Shanghai-Hong Kong Stock Connect Program
and/or the Shenzhen-Hong Kong Stock Connect Program (collectively, the “Connect
Programs”) will enjoy a temporary exemption from Chinese capital gains tax.
Again, it is uncertain when such exemption will expire, and it also is unclear
whether other Chinese taxes will apply to the trading of Eligible Securities
under the Connect Programs in the future. Because the tax guidance concerning
the Connect Programs are relatively new, there are uncertainties as to how these
tax guidance will be implemented in practice.
There is
no certainty as to how long the foregoing temporary tax exemptions will continue
to apply, that tax will not be re-imposed retrospectively, or that new tax
regulations and practice in China specifically relating to QFIIs and the Connect
Programs will not be promulgated in the future. Such uncertainties may affect
the Fund’s NAV and thus may advantage or disadvantage Fund shareholders. For
example, if the Chinese tax imposed directly or indirectly on the Fund was
increased or the retrospective collection of tax was more than the amount the
Fund had provisioned for, its NAV would be adversely affected but the amount
previously paid to a redeeming shareholder would not be adjusted and any
detriment from such change would be suffered solely by the remaining
shareholders Conversely, if further exemptions from (or reductions in) Chinese
tax were implemented, thus positively affecting the Fund’s NAV, a shareholder
who redeemed before those changes were reflected in the Fund’s NAV would not
benefit therefrom.
A Fund may sustain net
capital losses (i.e., realized capital losses in excess of realized capital
gains, whether short-term or long-term) for a taxable year. A Fund’s net capital
losses, if any, cannot be used by its shareholders (i.e., they do not flow
through to its shareholders). Rather, a Fund may use its net capital losses
realized in a particular taxable year, subject to applicable limitations, to
offset its net capital gains realized in one or more subsequent taxable years (a
“capital loss carryover”) -- realized net capital losses may not be “carried
back” -- without being required to distribute those gains to its shareholders.
Capital loss carryovers may be applied against realized capital gains in each
succeeding taxable year, until they have been reduced to zero.
Capital losses carried
forward retain their character as either short-term or long-term capital losses
rather than being considered all short-term capital losses (as under previous
law).
As of August 31, 2020,
Neuberger Berman Dividend Growth Fund had
an aggregate capital loss carryforward of approximately $2,477,485. This loss
carryforward is available to offset future realized net capital gains.
As of August 31, 2020,
Neuberger Berman Emerging Markets Equity
Fund had an aggregate capital loss carryforward of approximately $139,605,750.
This loss carryforward is available to offset future realized net capital
gains.
As of August 31, 2020,
Neuberger Berman Greater China Equity
Fund had an aggregate capital loss carryforward of approximately $6,685,077.
This loss carryforward is available to offset future realized net capital
gains.
As of August 31, 2020,
Neuberger Berman Mid Cap Intrinsic Value
Fund had an aggregate capital loss carryforward of approximately $12,880,043.
This loss carryforward is available to offset future realized net capital
gains.
If Fund shares are sold at a
loss after being held for six months or less, the loss will be treated as
long-term, instead of short-term, capital loss to the extent of any capital gain
distributions received on those shares. In addition, any loss a shareholder
realizes on a redemption of Fund shares will be disallowed to the extent the
shares are replaced within a 61-day period beginning 30 days before and ending
30 days after the disposition of the shares. In that case, the basis in
the acquired shares will be adjusted to reflect the disallowed loss.
Each
Fund is required to withhold and remit to the Treasury Department 24% of all
dividends, capital gain distributions, and redemption proceeds (regardless of
the extent to which gain or loss may be realized) otherwise payable to any
individual shareholders who do not provide the Fund with a correct taxpayer
identification number. Withholding at that rate also is required from dividends
and other distributions otherwise payable to individual shareholders who are
subject to backup withholding for any other reason. Backup withholding is not an
additional tax, and any amounts so withheld may be credited against a
shareholder’s federal income tax liability or refunded.
For
each of Neuberger Berman Emerging Markets Equity
Fund, Neuberger Berman Global Real
Estate Fund, Neuberger Berman Greater
China Equity Fund, Neuberger Berman International Equity Fund, Neuberger Berman
International Select Fund, and Neuberger Berman International Small Cap Fund, if more than 50%
of the value of the Fund’s total assets at the close of its taxable year
consists of securities of foreign corporations, the Fund will be eligible to,
and may (as one or more of those Funds has done in the past), file with the
Service an election that will enable its shareholders, in effect, to receive the
benefit of the foreign tax credit with respect to any foreign taxes the Fund
paid. Pursuant to that election, a Fund would treat those taxes as dividends
paid to its shareholders and each shareholder would be required to (1) include
in gross income, and treat as paid by the shareholder, his or her share of those
taxes, (2) treat his or her share of those taxes and of any dividend the Fund
paid that represents its income from foreign or U.S. possessions sources
(collectively, “foreign-source income”) as his or her own income from those
sources, and (3) either use the foregoing information in calculating the
foreign tax credit against his or her federal income tax or, alternatively,
deduct the taxes deemed paid by him or her in computing his or her taxable
income. A Fund that makes this election will report to its shareholders shortly
after each taxable year their respective shares of the Fund’s foreign taxes and
foreign-source income for that year. Individual shareholders of an electing Fund
who, for a taxable year, have no more than $300 ($600 for married
persons filing jointly) of
creditable foreign taxes included on Forms 1099 and all of whose foreign-source
income is “qualified passive income” may elect for that year to be exempt from
the extremely complicated foreign tax credit limitation and will be able to
claim a foreign tax credit without having to file the detailed Form 1116 that
otherwise is required.
If a
Fund makes a “return of capital” distribution to its shareholders -- i.e., a distribution in excess of its current
and accumulated earnings and profits -- the excess will (a) reduce each
shareholder’s tax basis in its shares (thus reducing any loss or increasing any
gain on a shareholder’s subsequent taxable disposition of the shares) and
(b) if for any shareholder the excess is greater than that basis, be
treated as realized capital gain.
Dividends a Fund pays to a
nonresident alien individual, a foreign corporation or partnership, or foreign
trust or estate (each, a “foreign shareholder”), other than (1) dividends paid
to a foreign shareholder whose ownership of shares is effectively connected with
a U.S. trade or business the shareholder carries on (“effectively connected”)
and (2) capital gain distributions paid to a nonresident alien individual who is
physically present in the United States for no more than 182 days during the
taxable year, generally will be subject to a federal withholding tax of 30% (or
lower treaty rate). If a foreign shareholder’s ownership of Fund shares is
effectively connected, the foreign shareholder will not be subject to that
withholding tax but will be subject to federal income tax on income dividends
from the Fund as if it were a U.S. shareholder. A foreign shareholder generally
will be exempt from federal income tax on gain realized on the sale of Fund
shares and Fund distributions of net capital gain, unless the shareholder is a
nonresident alien individual present in the United States for a period or
periods aggregating 183 days or more during the taxable year (special rules
apply in the case of a shareholder that is a foreign trust or foreign
partnership). Two categories of dividends, “short-term capital gain dividends”
and “interest-related dividends,” a Fund pays to foreign shareholders (with
certain exceptions) and reports in writing to its shareholders also are exempt
from that tax. “Short-term capital gain dividends” are dividends that are
attributable to “qualified short-term gain” (i.e., net short-term capital gain, computed
with certain adjustments). “Interest-related dividends” are dividends that are
attributable to “qualified net interest income” (i.e., “qualified interest income,” which
generally consists of certain OID, interest on obligations “in registered form,”
and interest on deposits, less allocable deductions) from sources within the
United States.
Under
the Foreign Account Tax Compliance Act (“FATCA”), “foreign financial
institutions” (“FFIs”) and “non-financial foreign entities” (“NFFEs”) that are
shareholders of a Fund may be subject to a generally nonrefundable 30%
withholding tax on income dividends the Fund pays. As discussed more fully
below, the FATCA withholding tax generally can be avoided (a) by an FFI, if it
reports certain information regarding direct and indirect ownership of financial
accounts U.S. persons hold with the FFI, and (b) by an NFFE that certifies its
status as such and information regarding substantial U.S. owners.
The
Treasury Department has negotiated intergovernmental agreements (“IGAs”) with
certain countries and is in various stages of negotiations with other foreign
countries with respect to one or more alternative approaches to implement FATCA.
An entity in one of those countries may be required to comply with the terms of
the IGA instead of Treasury Department regulations.
An FFI
can avoid FATCA withholding by becoming a “participating FFI,” which requires
the FFI to enter into a tax compliance agreement with the Service. Under such an
agreement, a
participating FFI agrees
to (1) verify and document whether it has U.S. accountholders, (2) report
certain information regarding their accounts to the Service, and (3) meet
certain other specified requirements.
An FFI
resident in a country that has entered into a Model I IGA with the United States
must report to that country’s government (pursuant to the terms of the
applicable IGA and applicable law), which will, in turn, report to the Service.
An FFI resident in a Model II IGA country generally must comply with U.S.
regulatory requirements, with certain exceptions, including the treatment of
recalcitrant accountholders. An FFI resident in one of those countries
that complies with whichever of the foregoing applies will be exempt from FATCA
withholding.
An NFFE
that is the beneficial owner of a payment from a Fund can avoid FATCA
withholding generally by certifying its status as such and, in certain
circumstances, either that (1) it does not have any substantial U.S. owners or
(2) it does have one or more such owners and reports the name, address, and
taxpayer identification number of each such owner. The NFFE will report to the
Fund or other applicable withholding agent, which may, in turn, report
information to the Service.
Those
foreign shareholders also may fall into certain exempt, excepted, or deemed
compliant categories established by Treasury Department regulations, IGAs, and
other guidance regarding FATCA. An FFI or NFFE that invests in a Fund will need
to provide the Fund with documentation properly certifying the entity’s status
under FATCA to avoid FATCA withholding. The requirements imposed by FATCA are
different from, and in addition to, the tax certification rules to avoid backup
withholding described above. Foreign investors are urged to consult their tax
advisers regarding the application of these requirements to their own situation
and the impact thereof on their investment in a Fund.
As
described in “Maintaining Your Account” in each Prospectus, a Fund may close a
shareholder’s account with it and redeem the remaining shares if the account
balance falls below the specified minimum and the shareholder fails to
re-establish the minimum balance after being given the opportunity to do so. If
an account that is closed pursuant to the foregoing was maintained for an IRA
(including a Roth IRA) or a qualified retirement plan (including a simplified
employee pension plan, savings incentive match plan for employees, Keogh plan,
corporate profit-sharing and money purchase pension plan, Code section 401(k)
plan, and Code section 403(b)(7) account), the Fund’s payment of the redemption
proceeds may result in adverse tax consequences for the accountholder.
Shareholders should consult their tax advisers regarding any such
consequences.
A
shareholder’s basis in Fund shares that he or she acquired or acquires after
December 31, 2011 (“Covered Shares”), will be determined in accordance with the
Funds’ default method, which is average basis, unless the shareholder
affirmatively elects in writing (which may be electronic) to use a different
acceptable basis determination method, such as a specific identification
method. The basis determination method a Fund shareholder elects (or the
default method) may not be changed with respect to a redemption of Covered
Shares after the settlement date of the redemption.
In
addition to the requirement to report the gross proceeds from a redemption of
shares, each Fund (or its administrative agent) must report to the Service and
furnish to its shareholders the basis information for Covered Shares and
indicate whether they had a short-term (one year or less) or long-term (more
than one year) holding period. Fund shareholders should consult with their tax
advisers to
determine the best
Service-accepted basis determination method for their tax situation and to
obtain more information about how the basis reporting law applies to them.
If a Fund invests its assets
in shares of underlying funds, the Fund’s distributable net income and net
realized capital gains will include dividends and other distributions, if any,
from underlying funds and reflect gains and losses on the disposition of shares
of underlying funds. To the extent that an underlying fund realizes net losses
on its investments for a given taxable year, a Fund that invests therein will
not be able to benefit from those losses unless and until (1) the underlying
fund realizes gains that it can offset by those losses or (2) the Fund in effect
recognizes its (indirect) proportionate share of those losses (which will be
reflected in the underlying fund’s shares’ NAV) when it disposes of the shares.
Moreover, even when a Fund does make such a disposition at a loss, a portion of
its loss may be recognized as a long-term capital loss, which will not be
treated as favorably for federal income tax purposes as a short-term capital
loss or an ordinary deduction. In particular, a Fund will not be able to offset
any net capital losses from its dispositions of underlying fund shares against
its ordinary income (including distributions of any net short-term capital gains
realized by an underlying fund).
In addition, in certain
circumstances, the so-called “wash sale” rules may apply to Fund redemptions of
underlying fund shares that have generated losses. A wash sale occurs if a Fund
redeems shares of an underlying fund (whether for rebalancing the Fund’s
portfolio of underlying fund shares or otherwise) at a loss and the Fund
acquires other shares of that underlying fund during the period beginning 30
days before and ending 30 days after the date of the redemption. Any loss a Fund
realizes on such a redemption will be disallowed to the extent of such a
replacement, in which event the basis in the acquired shares will be adjusted to
reflect the disallowed loss. These rules could defer a Fund’s losses on wash
sales of underlying fund shares for extended (and, in certain cases, potentially
indefinite) periods of time.
As a result of the foregoing
rules, and certain other special rules, it is possible that the amounts of net
investment income and net realized capital gains that a Fund will be required to
distribute to its shareholders will be greater than such amounts would have been
had the Fund invested directly in the securities held by the underlying funds in
which it invests (“underlying funds’ securities”), rather than investing in the
underlying fund shares. For similar reasons, the character of distributions from
a Fund (e.g., long-term capital gain, QDI, and eligibility for the DRD) will not
necessarily be the same as it would have been had the Fund invested directly in
the underlying fund’s securities.
Depending on a Fund’s
percentage ownership in an underlying fund before and after a redemption of the
underlying fund’s shares, the redemption may be treated as a dividend in the
full amount of the redemption proceeds instead of generating a capital gain or
loss. This could be the case where the underlying fund is not a “publicly
offered [RIC]” (as defined in the Code) or is a closed-end fund and the Fund
redeems only a small portion of its interest therein. Dividend treatment of a
redemption by a Fund would affect the amount and character of income the Fund
must distribute for the taxable year in which the redemption occurred. It is
possible that such a dividend would qualify as QDI if the underlying fund
reports the distribution of the redemption proceeds as such; otherwise, it would
be taxable as ordinary income and could cause shareholders of the redeeming Fund
to recognize higher amounts of ordinary income than if the shareholders had held
shares of the underlying fund directly.
If a Fund receives dividends
from an underlying fund that reports the dividends as QDI and/or as eligible for
the DRD, then the Fund would be permitted, in turn, to report to its
shareholders the portions of its distributions attributable thereto as QDI
and/or eligible for the DRD, respectively, provided the Fund meets applicable
holding period and other requirements with respect to the underlying fund
shares.
If a Fund is a “qualified
fund of funds” (i.e., a RIC at least 50% of the value of the total assets of
which is represented by interests in other RICs at the close of each quarter of
its taxable year), it will be able to elect to pass through to its shareholders
any foreign taxes paid by an underlying fund in which the Fund invests that
itself has elected to pass those taxes through to its shareholders, so that
shareholders of the Fund would be eligible to claim a tax credit or deduction
for those taxes (as well as any foreign taxes paid by the Fund). However, even
if a Fund qualifies to make the election for any year, it may determine not to
do so.
* * * * *
The
foregoing is an abbreviated summary of certain federal tax considerations
affecting each Fund and its shareholders. It does not purport to be complete or
to deal with all aspects of federal taxation that may be relevant to
shareholders in light of their particular circumstances. It is based on
current provisions of the Code and the regulations promulgated thereunder and
judicial decisions and administrative pronouncements published at the date of
this SAI, all of which are subject to change, some of which may be
retroactive. Prospective investors are urged to consult their own tax
advisers for more detailed information and for information regarding other
federal tax considerations and any state, local or foreign taxes that may apply
to them.
Orders
for the purchase or sale of portfolio securities are placed on behalf of the
Fund by NBIA or Green Court pursuant to the terms of the applicable advisory
agreement. In effecting securities transactions, the Funds seek to obtain the
best price and execution of orders. While affiliates of NBIA are permitted to
act as brokers for the Funds in the purchase and sale of their portfolio
securities (other than certain securities traded on the OTC market) where such
brokers are capable of providing best execution (“Affiliated Brokers”), the
Funds generally will use unaffiliated brokers.
For
Fund transactions which involve securities traded on the OTC market, each Fund
purchases and sells OTC securities in principal transactions with dealers who
are the principal market makers for such securities.
During
the fiscal year ended August 31, 2018, Neuberger Berman Dividend Growth Fund paid brokerage commissions
of $37,056, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Dividend Growth Fund paid brokerage commissions
of $30,287, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Dividend Growth Fund paid brokerage commissions
of $25,770, of which $0 was paid to Neuberger Berman. During the fiscal
year ended August 31,
2020, transactions in which the Fund used Neuberger Berman as broker comprised
0% of the aggregate dollar amount of transactions involving the payment of
commissions, and 0% of the aggregate brokerage commissions paid by the Fund.
100% of the $25,770 paid to other brokers by the Fund during that fiscal year
(representing commissions on transactions involving approximately $44,588,083)
was directed to those brokers at least partially on the basis of research
services they provided. During the fiscal year ended August 31, 2020, the Fund
acquired securities of the following of its “regular brokers or dealers” (as
defined under the 1940 Act): Morgan Stanley & Co., Inc., and JP Morgan Chase
& Co., Inc.; at that date, the Fund held the securities of its regular
brokers or dealers with an aggregate value as follows: Morgan Stanley & Co.,
Inc., 1,212,432, and JP Morgan Chase & Co., Inc., $1,051,995.
During
the fiscal year ended August 31, 2018, Neuberger Berman Emerging Markets Equity Fund paid brokerage commissions of
$1,128,851, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Emerging Markets Equity Fund paid brokerage commissions of
$1,558,688 of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Emerging Markets Equity Fund paid brokerage commissions of
$1,555,876, of which $0 was paid to Neuberger Berman. During the fiscal year
ended August 31, 2020, transactions in which the Fund used Neuberger Berman as
broker comprised 0% of the aggregate dollar amount of transactions involving the
payment of commissions, and 0% of the aggregate brokerage commissions paid by
the Fund. 100% of the $1,555,876 paid to other brokers by the Fund during that
fiscal year (representing commissions on transactions involving approximately
$1,274,748,836) was directed to those brokers at least partially on the basis of
research services they provided. During the fiscal year ended August 31, 2020,
the Fund did not acquire or hold any securities of its regular brokers or
dealers.
During
the fiscal year ended August 31, 2018, Neuberger Berman Equity Income Fund paid brokerage commissions
of $855,569, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Equity Income Fund paid brokerage commissions
of $727,059, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Equity Income Fund paid brokerage commissions
of $803,296, of which $0 was paid to Neuberger Berman. During the fiscal year
ended August 31, 2020, transactions in which the Fund used Neuberger Berman as
broker comprised 0% of the aggregate dollar amount of transactions involving the
payment of commissions, and 0% of the aggregate brokerage commissions paid by
the Fund. 100% of the $803,296 paid to other brokers by the Fund during that
fiscal year (representing commissions on transactions involving approximately
$1,356,146,862) was directed to those brokers at least partially on the basis of
research services they provided. During the fiscal year ended August 31, 2020,
the Fund acquired securities of the following of its “regular brokers or
dealers” (as defined under the 1940 Act): JP Morgan Chase & Co., Inc., and
Bank of America; at that date, the Fund held the securities of its regular
brokers or dealers with an aggregate value as follows: JP Morgan Chase &
Co., Inc., 27,181,547, and Bank of America, $6,332,040
During
the fiscal year ended August 31, 2018, Neuberger Berman Focus Fund paid brokerage commissions of
$398,879, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Focus Fund paid brokerage commissions of
$131,901, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Focus Fund paid brokerage commissions of
$821,406, of which $0 was paid to Neuberger Berman. During the fiscal year ended
August 31, 2020, transactions in which the Fund used Neuberger Berman as broker
comprised 0% of the aggregate dollar amount of transactions involving the
payment of commissions, and 0% of the aggregate brokerage commissions paid by
the Fund. 100% of the $821,406 paid to other brokers by the Fund during that
fiscal year (representing commissions on transactions involving approximately
$1,790,608,161) was directed to those brokers at least partially on the basis of
research services they provided. During the fiscal year ended August 31, 2020,
the Fund did not acquire or hold any securities of its regular brokers or
dealers.
During
the fiscal year ended August 31, 2018, Neuberger Berman Genesis Fund paid brokerage commissions of
$1,993,633, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Genesis Fund paid brokerage commissions of
$2,019,878, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Genesis Fund paid brokerage commissions of
$1,535,386, of which $0 was paid to Neuberger Berman. During the fiscal year
ended August 31, 2020, transactions in which the Fund used Neuberger Berman as
broker comprised 0% of the aggregate dollar amount of transactions involving the
payment of commissions, and 0% of the aggregate brokerage commissions paid by
the Fund. 100% of the $1,535,386 paid to other brokers by the Fund during that
fiscal year (representing commissions on transactions involving approximately
$2,292,544,521) was directed to those brokers at least partially on the basis of
research services they provided. During the fiscal year ended August 31, 2020,
the Fund did not acquire or hold any securities of its regular brokers or
dealers.
During
the fiscal year ended August 31, 2018, Neuberger Berman Global Real Estate Fund paid brokerage
commissions of $1,923, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Global Real Estate Fund paid brokerage
commissions of $1,917, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Global Real Estate Fund paid brokerage
commissions of $3,856, of which $0 was paid to Neuberger Berman. During the
fiscal year ended August 31, 2020, transactions in which the Fund used Neuberger
Berman as broker comprised 0% of the aggregate dollar amount of transactions
involving the payment of commissions, and 0% of the aggregate brokerage
commissions paid by the Fund. 100% of the $3,856 paid to other brokers by the
Fund during that fiscal year (representing commissions on transactions involving
approximately $4,956,970) was directed to those brokers at least partially on
the basis of research services they provided. During the fiscal year ended
August 31, 2020, the Fund did not acquire or hold any securities of its regular
brokers or dealers.
During
the fiscal year ended August 31, 2018, Neuberger Berman Greater China Equity Fund paid brokerage
commissions of $125,216, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Greater China Equity Fund paid brokerage
commissions of $52,838, of which 0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Greater China Equity Fund paid brokerage commissions of
$56,540, of which $0 was paid to Neuberger Berman. During the fiscal year ended
August 31, 2020, transactions in which the Fund used Neuberger Berman as broker
comprised 0% of the aggregate dollar amount of transactions involving the
payment of commissions, and 0% of the aggregate brokerage commissions paid by
the Fund. 100% of the $56,540 paid to other brokers by the Fund during that
fiscal year (representing commissions on transactions involving approximately
$89,726,972) was directed to those brokers at least partially on the basis of
research services they provided. During the fiscal year ended August 31, 2020,
the Fund did not acquire or hold any securities of its regular brokers or
dealers.
During
the fiscal year ended August 31, 2018, Neuberger Berman Guardian Fund paid brokerage commissions of
$393,107, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Guardian Fund paid brokerage commissions of
$386,846, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Guardian Fund paid brokerage commissions of
$467,011, of which $0 was paid to Neuberger Berman. During the fiscal year ended
August 31, 2020, transactions in which the Fund used Neuberger Berman as broker
comprised 0% of the aggregate dollar amount of transactions involving the
payment of commissions, and 0% of the aggregate brokerage commissions paid by
the Fund. 100% of the $467,011 paid to other brokers by the Fund during that
fiscal year (representing commissions on transactions involving approximately
$1,211,898,066) was directed to those brokers at least partially on the basis of
research services they provided. During the fiscal year ended August 31, 2020,
the Fund did not acquire or hold any securities of its regular brokers or
dealers.
During
the fiscal year ended August 31, 2018, Neuberger Berman Integrated Large Cap Fund paid brokerage
commissions of $2,761, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Integrated Large Cap Fund paid brokerage
commissions of $2,009, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Integrated Large Cap Fund paid brokerage
commissions of $3,384, of which $0 was paid to Neuberger Berman. During the
fiscal year ended August 31, 2020, transactions in which the Fund used Neuberger
Berman as broker comprised 0% of the aggregate dollar amount of transactions
involving the payment of commissions, and 0% of the aggregate brokerage
commissions paid by the Fund. 100% of the $3,384 paid to other brokers by the
Fund during that fiscal year (representing commissions on transactions involving
approximately $11,077,601) was directed to those brokers at least partially on
the basis of research services they provided. During the fiscal year ended
August 31, 2020, the Fund acquired securities of the following of its “regular
brokers or dealers” (as defined under the 1940 Act): Citigroup Global
Markets, Inc., and JP
Morgan Chase & Co., Inc.; at that date, the Fund held the securities of its
regular brokers or dealers with an aggregate value as follows: Citigroup Global
Markets, Inc., 59,146, and JP Morgan Chase & Co., Inc., $42,592.
During
the fiscal year ended August 31, 2018, Neuberger Berman International Equity Fund paid brokerage
commissions of $1,475,777, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman International Equity Fund paid brokerage
commissions of $1,216,462, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman International Equity Fund paid brokerage
commissions of $1,723,842, of which $0 was paid to Neuberger Berman. During the
fiscal year ended August 31, 2020, transactions in which the Fund used Neuberger
Berman as broker comprised 0% of the aggregate dollar amount of transactions
involving the payment of commissions, and 0% of the aggregate brokerage
commissions paid by the Fund. 100% of the $1,723,842 paid to other brokers by
the Fund during that fiscal year (representing commissions on transactions
involving approximately $2,188,555,004) was directed to those brokers at least
partially on the basis of research services they provided. During the fiscal
year ended August 31, 2020, the Fund did not acquire or hold any securities of
its regular brokers or dealers.
During
the fiscal year ended August 31, 2018, Neuberger Berman International Select Fund paid brokerage
commissions of $187,864, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman International Select Fund paid brokerage
commissions of $106,632, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman International Select Fund paid brokerage
commissions of $117,396, of which $0 was paid to Neuberger Berman. During the
fiscal year ended August 31, 2020, transactions in which the Fund used Neuberger
Berman as broker comprised 0% of the aggregate dollar amount of transactions
involving the payment of commissions, and 0% of the aggregate brokerage
commissions paid by the Fund. 100% of the $117,396 paid to other brokers by the
Fund during that fiscal year (representing commissions on transactions involving
approximately $111,918,401) was directed to those brokers at least partially on
the basis of research services they provided. During the fiscal year ended
August 31, 2020, the Fund acquired securities of the following of its “regular
brokers or dealers” (as defined under the 1940 Act): UBS Securities LLC; at that
date, the Fund held the securities of its regular brokers or dealers with an
aggregate value as follows: UBS Securities LLC, $1,573,384.
During
the fiscal year ended August 31, 2018, Neuberger Berman International Small Cap Fund paid brokerage
commissions of $6,855, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman International Small Cap Fund paid brokerage
commissions of $3,665, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman International Small Cap Fund paid brokerage
commissions of $3,972, of which $0 was paid to Neuberger Berman. During the
fiscal year ended August 31, 2020, transactions in which the Fund used Neuberger
Berman as broker
comprised 0% of the
aggregate dollar amount of transactions involving the payment of commissions,
and 0% of the aggregate brokerage commissions paid by the Fund. 100% of the
$3,972 paid to other brokers by the Fund during that fiscal year (representing
commissions on transactions involving approximately $6,218,413) was directed to
those brokers at least partially on the basis of research services they
provided. During the fiscal year ended August 31, 2020, the Fund did not acquire
or hold any securities of its regular brokers or dealers.
During
the fiscal year ended August 31, 2018, Neuberger Berman Intrinsic Value Fund paid brokerage commissions
of $471,063, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Intrinsic Value Fund paid brokerage commissions
of $326,400, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Intrinsic Value Fund paid brokerage commissions
of $340,059, of which $0 was paid to Neuberger Berman. During the fiscal year
ended August 31, 2020, transactions in which the Fund used Neuberger Berman as
broker comprised 0% of the aggregate dollar amount of transactions involving the
payment of commissions, and 0% of the aggregate brokerage commissions paid by
the Fund. 100% of the $340,059 paid to other brokers by the Fund during that
fiscal year (representing commissions on transactions involving approximately
$261,643,958) was directed to those brokers at least partially on the basis of
research services they provided. During the fiscal year ended August 31, 2020,
the Fund did not acquire or hold any securities of its regular brokers or
dealers.
During
the fiscal year ended August 31, 2018, Neuberger Berman Large Cap Value Fund paid brokerage commissions
of $1,598,039, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Large Cap Value Fund paid brokerage commissions
of $983,443, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Large Cap Value Fund paid brokerage commissions
of $1,448,632, of which $0 was paid to Neuberger Berman. During the fiscal year
ended August 31, 2020, transactions in which the Fund used Neuberger Berman as
broker comprised 0% of the aggregate dollar amount of transactions involving the
payment of commissions, and 0% of the aggregate brokerage commissions paid by
the Fund. 100% of the $1,448,632 paid to other brokers by the Fund during that
fiscal year (representing commissions on transactions involving approximately
$5,329,799,139) was directed to those brokers at least partially on the basis of
research services they provided. During the fiscal year ended August 31, 2020,
the Fund acquired securities of the following of its “regular brokers or
dealers” (as defined under the 1940 Act): JP Morgan Chase & Co., Inc.,
Citigroup Global Markets, Inc., Bank of America, Goldman Sachs & Co., and
Morgan Stanley & Co., Inc; at that date, the Fund held the securities of its
regular brokers or dealers with an aggregate value as follows: JP Morgan Chase
& Co., Inc., $72,723,913, Citigroup Global Markets, Inc., $49,097,028, Bank
of America, $32,912,451, Goldman Sachs & Co., $16,614,752, and Morgan
Stanley & Co., Inc., $10,233,135.
During
the fiscal year ended August 31, 2018, Neuberger Berman Mid Cap Growth Fund paid brokerage commissions
of $523,624, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Mid Cap Growth Fund paid brokerage commissions
of $633,702, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Mid Cap Growth Fund paid brokerage commissions
of $553,041, of which $0 was paid to Neuberger Berman. During the fiscal year
ended August 31, 2020, transactions in which the Fund used Neuberger Berman as
broker comprised 0% of the aggregate dollar amount of transactions involving the
payment of commissions, and 0% of the aggregate brokerage commissions paid by
the Fund. 100% of the $553,041 paid to other brokers by the Fund during that
fiscal year (representing commissions on transactions involving approximately
$743,317,525) was directed to those brokers at least partially on the basis of
research services they provided. During the fiscal year ended August 31, 2020,
the Fund did not acquire or hold any securities of its regular brokers or
dealers.
During
the fiscal year ended August 31, 2018, Neuberger Berman Mid Cap Intrinsic Value Fund paid brokerage
commissions of $49,783, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Mid Cap Intrinsic Value Fund paid brokerage
commissions of $82,321, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Mid Cap Intrinsic Value Fund paid brokerage
commissions of $46,991, of which $0 was paid to Neuberger Berman. During the
fiscal year ended August 31, 2020, transactions in which the Fund used Neuberger
Berman as broker comprised 0% of the aggregate dollar amount of transactions
involving the payment of commissions, and 0% of the aggregate brokerage
commissions paid by the Fund. 100% of the $46,991 paid to other brokers by the
Fund during that fiscal year (representing commissions on transactions involving
approximately $58,267,779) was directed to those brokers at least partially on
the basis of research services they provided. During the fiscal year ended
August 31, 2020, the Fund did not acquire or hold any securities of its regular
brokers or dealers.
During
the fiscal year ended August 31, 2018, Neuberger Berman Multi-Cap Opportunities Fund paid brokerage
commissions of $491,083, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Multi-Cap Opportunities Fund paid brokerage
commissions of $283,762, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Multi-Cap Opportunities Fund paid brokerage
commissions of $212,429, of which $0 was paid to Neuberger Berman. During the
fiscal year ended August 31, 2020, transactions in which the Fund used Neuberger
Berman as broker comprised 0% of the aggregate dollar amount of transactions
involving the payment of commissions, and 0% of the aggregate brokerage
commissions paid by the Fund. 100% of the $212,429 paid to other brokers by the
Fund during that fiscal year (representing commissions on transactions involving
approximately $1,049,951,001) was directed to those brokers at least partially
on the basis of research services they provided. During the fiscal year ended
August 31, 2020, the Fund acquired securities of the following of its “regular
brokers or dealers” (as defined under the 1940 Act): JP Morgan Chase & Co.,
Inc.; at that date, the Fund held the securities of its regular brokers or
dealers with an aggregate value as follows: JP Morgan Chase & Co., Inc.,
$22,041,800.
During
the fiscal year ended August 31, 2018, Neuberger Berman Real Estate Fund paid brokerage commissions of
$245,708, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Real Estate Fund paid brokerage commissions of
$127,688, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Real Estate Fund paid brokerage commissions of
$161,312, of which $0 was paid to Neuberger Berman. During the fiscal year ended
August 31, 2020, transactions in which the Fund used Neuberger Berman as broker
comprised 0% of the aggregate dollar amount of transactions involving the
payment of commissions, and 0% of the aggregate brokerage commissions paid by
the Fund. 100% of the $161,312 paid to other brokers by the Fund during that
fiscal year (representing commissions on transactions involving approximately
$436,874,870) was directed to those brokers at least partially on the basis of
research services they provided. During the fiscal year ended August 31, 2020,
the Fund did not acquire or hold any securities of its regular brokers or
dealers.
During
the fiscal year ended August 31, 2018, Neuberger Berman Small Cap Growth Fund paid brokerage
commissions of $277,142, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Small Cap Growth Fund paid brokerage
commissions of $352,730, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Small Cap Growth Fund paid brokerage
commissions of $325,252, of which $0 was paid to Neuberger Berman. During the
fiscal year ended August 31, 2020, transactions in which the Fund used Neuberger
Berman as broker comprised 0% of the aggregate dollar amount of transactions
involving the payment of commissions, and 0% of the aggregate brokerage
commissions paid by the Fund. 100% of the $325,252 paid to other brokers by the
Fund during that fiscal year (representing commissions on transactions involving
approximately $590,598,393) was directed to those brokers at least partially on
the basis of research services they provided. During the fiscal year ended
August 31, 2020, the Fund did not acquire or hold any securities of its regular
brokers or dealers.
During
the fiscal year ended August 31, 2018, Neuberger Berman Sustainable Equity Fund paid brokerage
commissions of $378,096, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2019, Neuberger Berman Sustainable Equity Fund paid brokerage
commissions of $476,261, of which $0 was paid to Neuberger Berman.
During
the fiscal year ended August 31, 2020, Neuberger Berman Sustainable Equity Fund paid brokerage
commissions of $508,686, of which $0 was paid to Neuberger Berman. During the
fiscal year ended August 31, 2020, transactions in which the Fund used Neuberger
Berman as broker comprised 0% of the aggregate dollar amount of transactions
involving the payment of commissions, and 0% of the aggregate brokerage
commissions paid by the Fund. 100% of the $508,686 paid to other brokers by the
Fund during that fiscal year (representing commissions on transactions involving
approximately $1,042,737,086) was directed to those brokers at least partially
on the basis of research services they provided. During the fiscal year ended
August 31, 2020, the Fund acquired securities of the following of its “regular
brokers or dealers” (as defined under the 1940 Act): JP Morgan Chase &
Co., Inc.; at that date,
the Fund held the securities of its regular brokers or dealers with an aggregate
value as follows: JP Morgan Chase & Co., Inc., $48,190,889.
Commission
rates, being a component of price, are considered along with other relevant
factors in evaluating best price and execution. In selecting a broker other than
an Affiliated Broker to execute Fund transactions, NBIA and Green Court
generally consider the quality and reliability of brokerage services, including
execution capability, speed of execution, overall performance, and financial
responsibility, and may consider, among other factors, research and other
investment information or services (“research services”) provided by those
brokers as well as any expense offset arrangements offered by the brokers.
Each
Fund may use an Affiliated Broker where, in the judgment of NBIA, that firm is
able to obtain a price and execution at least as favorable as other qualified
brokers. To the Funds’ knowledge, no affiliate of any Fund receives give-ups or
reciprocal business in connection with its securities transactions.
The use
of an Affiliated Broker for each Fund is subject to the requirements of Section
11(a) of the Securities Exchange Act of 1934. Section 11(a) prohibits members of
national securities exchanges from retaining compensation for executing exchange
transactions for accounts which they or their affiliates manage, except where
they have the authorization of the persons authorized to transact business for
the account and comply with certain annual reporting requirements. Before an
Affiliated Broker is used, the Trust and NBIA expressly authorize the Affiliated
Broker to retain such compensation, and the Affiliate Broker would have to agree
to comply with the reporting requirements of Section 11(a).
Under
the 1940 Act, commissions paid by each Fund to an Affiliated Broker in
connection with a purchase or sale of securities on a securities exchange may
not exceed the usual and customary broker’s commission. Accordingly, with
respect to each Fund the commissions paid an Affiliated Broker will be at least
as favorable to the Fund as those that would be charged by other qualified
brokers having comparable execution capability in NBIA’s judgment. The Funds do
not deem it practicable and in their best interests to solicit competitive bids
for commissions on each transaction effected by an Affiliated Broker. However,
when an Affiliated Broker is executing portfolio transactions on behalf of a
Fund, consideration regularly will be given to information concerning the
prevailing level of commissions charged by other brokers on comparable
transactions during comparable periods of time. The 1940 Act generally prohibits
an Affiliated Broker from acting as principal in the purchase of portfolio
securities from, or the sale of portfolio securities to, a Fund unless an
appropriate exemption is available.
A
committee of Independent Fund Trustees from time to time will review, among
other things, information relating to the commissions charged by an Affiliated
Broker to the Funds and to their other customers and information concerning the
prevailing level of commissions charged by other brokers having comparable
execution capability.
To
ensure that accounts of all investment clients, including a Fund, are treated
fairly in the event that an Affiliated Broker receives transaction instructions
regarding the same security for more than one investment account at or about the
same time, the Affiliated Broker may combine orders placed on behalf of clients,
including advisory accounts in which affiliated persons have an investment
interest, for the purpose of negotiating brokerage commissions or obtaining a
more favorable price. Where appropriate, securities purchased or sold may be
allocated, in terms of amount, to a client according to the proportion that the
size of the order placed by that account bears to the aggregate size of orders
contemporaneously placed by the other accounts, subject to de minimis exceptions. All participating
accounts will pay or receive the same price when orders are combined.
Under
policies adopted by the Board of Trustees, an Affiliated Broker may enter into
agency cross-trades on behalf of a Fund. An agency cross-trade is a securities
transaction in which the same broker acts as agent on both sides of the trade
and the broker or an affiliate has discretion over one of the participating
accounts. In this situation, the Affiliated Broker would receive brokerage
commissions from both participants in the trade. The other account participating
in an agency cross-trade with a Fund cannot be an account over which the
Affiliated Broker exercises investment discretion. A member of the Board of
Trustees who will not be affiliated with the Affiliated Broker will review
information about each agency cross-trade that the Fund participates in.
In
selecting a broker to execute Fund transactions, NBIA considers the quality and
reliability of brokerage services, including execution capability, speed of
execution, overall performance, and financial responsibility, and may consider,
among other factors, research and other investment information provided by
non-affiliated brokers.
A
committee comprised of officers of NBIA who are portfolio managers of the Funds
and Other NB Funds (collectively, “NB Funds”) and some of NBIA’s managed
accounts (“Managed Accounts”) periodically evaluates throughout the year the
nature and quality of the brokerage and research services provided by other
brokers. Based on this evaluation, the committee establishes a list and
projected rankings of preferred brokers for use in determining the relative
amounts of commissions to be allocated to those brokers. Ordinarily, the brokers
on the list effect a large portion of the brokerage transactions for the NB
Funds and the Managed Accounts. However, in any semi-annual period, brokers not
on the list may be used, and the relative amounts of brokerage commissions paid
to the brokers on the list may vary substantially from the projected rankings.
These variations reflect the following factors, among others: (1) brokers not on
the list or ranking below other brokers on the list may be selected for
particular transactions because they provide better price and/or execution,
which is the primary consideration in allocating brokerage; (2) adjustments may
be required because of periodic changes in the execution capabilities of or
research or other services provided by particular brokers or in the execution or
research needs of the NB Funds and/or the Managed Accounts; and (3) the
aggregate amount of brokerage commissions generated by transactions for the NB
Funds and the Managed Accounts may change substantially from one semi-annual
period to the next.
The
commissions paid to a broker other than an Affiliated Broker may be higher than
the amount another firm might charge if the Manager determines in good faith
that the amount of those commissions is reasonable in relation to the value of
the brokerage and research services provided by the broker. The Manager believes
that those research services benefit the Funds by supplementing the information
otherwise available to the Manager. That research may be used by the Manager in
servicing Other NB Funds and in servicing the Managed Accounts. On the other
hand, research
received by the Manager
from brokers effecting portfolio transactions on behalf of the Other NB Funds
and from brokers effecting portfolio transactions on behalf of the Managed
Accounts may be used for the Funds’ benefit.
In
certain instances the Manager may specifically allocate brokerage for research
services (including research reports on issuers and industries, as well as
economic and financial data) which may otherwise be purchased for cash. While
the receipt of such services has not reduced the Manager’s normal internal
research activities, the Manager’s expenses could be materially increased if it
were to generate such additional information internally. To the extent such
research services are provided by others, the Manager is relieved of expenses it
may otherwise incur. In some cases research services are generated by third
parties but provided to the Manager by or through broker dealers. Research
obtained in this manner may be used in servicing any or all clients of the
Manager and may be used in connection with clients other than those clients
whose brokerage commissions are used to acquire the research services described
herein. With regard to allocation of brokerage to acquire research services
described above, the Manager always considers its best execution obligation when
deciding which broker to utilize.
Insofar
as Fund transactions result from active management of equity securities, and
insofar as Fund transactions result from seeking capital appreciation by selling
securities whenever sales are deemed advisable without regard to the length of
time the securities may have been held, it may be expected that the aggregate
brokerage commissions paid by a Fund to brokers (including to Affiliated
Brokers) may be greater than if securities were selected solely on a long-term
basis.
A Fund
may, from time to time, loan portfolio securities to broker-dealers affiliated
with NBIA (“Affiliated Borrowers”) in accordance with the terms and conditions
of an order issued by the SEC. The order exempts such transactions from the
provisions of the 1940 Act that would otherwise prohibit these transactions,
subject to certain conditions. In accordance with the order, securities loans
made by a Fund to Affiliated Borrowers are fully secured by cash collateral.
Each loan to an Affiliated Borrower by a Fund will be made on terms at least as
favorable to the Fund as comparable loans to unaffiliated borrowers, and no
loans will be made to an Affiliated Borrower unless the Affiliated Borrower
represents that the terms are at least as favorable to the Fund as those it
provides to unaffiliated lenders in comparable transactions. All transactions
with Affiliated Borrowers will be reviewed periodically by officers of the Trust
and reported to the Board of Trustees.
A
Fund’s portfolio turnover rate is calculated by dividing (1) the lesser of
the cost of the securities purchased or the proceeds from the securities sold by
the Fund during the fiscal year (other than securities, including options, whose
maturity or expiration date at the time of acquisition was one year or less) by
(2) the month-end average of the value of such securities owned by the Fund
during the fiscal year.
Portfolio
turnover may vary significantly from year to year due to a variety of factors,
including fluctuating volume of shareholder purchase and redemption orders,
market conditions, investment strategy changes, and/or changes in the Manager’s
investment outlook.
The
Board of Trustees has delegated to NBIA the responsibility to vote proxies
related to the securities held in the Funds’ portfolios. Under this authority,
NBIA is required by the Board of Trustees to vote proxies related to portfolio
securities in the best interests of each Fund and its shareholders. The Board of
Trustees permits NBIA to contract with a third party to obtain proxy voting and
related services, including research of current issues.
NBIA
has implemented written Proxy Voting Policies and Procedures (“Proxy Voting
Policy”) that are designed to reasonably ensure that NBIA votes proxies
prudently and in the best interest of its advisory clients for whom NBIA has
voting authority, including the Funds. The Proxy Voting Policy also describes
how NBIA addresses any conflicts that may arise between its interests and those
of its clients with respect to proxy voting. The following is a summary of the
Proxy Voting Policy. The Proxy Voting Policy can be found in Appendix B to
this SAI. NBIA’s Governance and Proxy Voting Guidelines (“voting
guidelines”) are available on www.nb.com. NBIA maintains separate proxy voting
guidelines for Neuberger Berman Sustainable
Equity Fund.
NBIA’s
Governance and Proxy Committee (“Proxy Committee”) is responsible for
developing, authorizing, implementing and updating the Proxy Voting Policy,
administering and overseeing the proxy voting process and engaging and
overseeing any independent third-party vendors as voting delegates to review,
monitor and/or vote proxies. In order to apply the Proxy Voting Policy noted
above in a timely and consistent manner, NBIA utilizes Glass, Lewis & Co. (“Glass Lewis”) to vote
proxies in accordance with NBIA’s voting guidelines or, in instances where a
material conflict has been determined to exist, in accordance with the voting
recommendations of an independent third party.
NBIA
retains final authority and fiduciary responsibility for proxy voting. NBIA
believes that this process is reasonably designed to address material conflicts
of interest that may arise between NBIA and a client as to how proxies are
voted.
In the
event that an investment professional at NBIA believes that it is in the best
interests of a client or clients to vote proxies in a manner inconsistent with
the voting guidelines, the Proxy Committee will review information submitted by
the investment professional to determine that there is no material conflict of
interest between NBIA and the client with respect to the voting of the proxy in
the requested manner.
If the
Proxy Committee determines that the voting of a proxy as recommended by the
investment professional would not be appropriate, the Proxy Committee shall:
(i) take no further action, in which case Glass Lewis shall vote such proxy
in accordance with the voting guidelines; (ii) disclose such conflict to
the client or clients and obtain written direction from the client as to how to
vote the proxy; (iii) suggest that the client or clients engage another
party to determine how to vote the proxy; or (iv) engage another
independent third party to determine how to vote the proxy.
A Fund
may invest in shares of affiliated funds and may own substantial portions of
these underlying affiliated funds. When a Fund holds shares of underlying
affiliated funds, the Fund will vote proxies of those funds in the same
proportion as the vote of all other holders of the fund’s shares, unless the
Board otherwise instructs.
Information
on Green Court’s Proxy Voting Policy can be found in Appendix C to this
SAI. Information regarding how the Funds voted proxies relating to
portfolio securities during the most recent 12-month period ended June 30 is
available, without charge, by calling 1-800-877-9700 (toll-free) or by visiting
www.nb.com or the website of the SEC, www.sec.gov.
The Funds prohibit the
disclosure of their portfolio holdings, before such portfolio holdings are
publicly disclosed, to any outside parties, including individual or
institutional investors, intermediaries, third party service providers to NBIA
or the Funds, rating and ranking organizations, and affiliated persons of the
Funds or NBIA (the “Potential Recipients”) unless such disclosure is consistent
with the Funds’ legitimate business purposes and is in the best interests of
their shareholders (the “Best Interests Standard”).
NBIA and the Funds have
determined that the only categories of Potential Recipients that meet the Best
Interests Standard are certain mutual fund rating and ranking organizations and
third party service providers to NBIA or the Funds with a specific business
reason to know the portfolio holdings of the Funds (e.g., custodians, prime
brokers, etc.) (the “Allowable Recipients”). As such, certain procedures must be
adhered to before the Allowable Recipients may receive the portfolio holdings
prior to their being made public. Allowable Recipients that get approved for
receipt of the portfolio holdings are known as “Approved Recipients.” NBIA may
expand the categories of Allowable Recipients only if it is determined that the
Best Interests Standard has been met and only with the written concurrence of
NBIA’s legal and compliance department. These procedures are designed to address
conflicts of interest between the shareholders, on the one hand, and NBIA or any
affiliated person of either NBIA or the Funds on the other, by creating a review
and approval process of Potential Recipients of portfolio holdings consistent
with the Best Interests Standard.
NBIA serves as investment
adviser to various other funds and accounts that may have investment objectives,
strategies and portfolio holdings that are substantially similar to or overlap
with those of the Funds, and in some cases, these other funds and accounts may
publicly disclose portfolio holdings on a more frequent basis than is required
for the Funds. As a result, it is possible that other market participants may
use such information for their own benefit, which could negatively impact the
Funds’ execution of purchase and sale transactions.
Public
Disclosure
Portfolio Characteristics and Select Portfolio
Holdings Information – Generally, no earlier than five business days
after month end, the Funds may publicly disclose on the Funds’ website,
including in Portfolio Manager commentaries, Fact Sheets or other marketing
materials, certain portfolio characteristics for the month or quarter as of
month-end or quarter-end, as applicable, including but not limited to: up to the
top 10 holdings of the Fund; up to the top 10 holdings that contributed to or
detracted from performance; or changes to portfolio composition, including up to
five Fund holdings that were bought or sold during the period. Funds that engage
in short selling may also disclose up to the 10 top short positions.
In addition, the Funds may
distribute portfolio attribution analyses, portfolio characteristics and related
data and commentary that may be based on non-public portfolio holdings
(“Portfolio Data”) to third-parties upon request. Such parties may include, but
are not limited to, members of the press, investors or potential investors in
the Fund, or representatives of such investors or potential investors, such as
consultants, financial intermediaries, fiduciaries of a 401(k) plan or a trust
and their advisers and rating and ranking organizations. This permits the
distribution of oral or written information about the Funds, including, but not
limited to, how each Fund’s investments are divided among: various sectors;
industries; countries; value and growth stocks; small-, mid- and large-cap
stocks; and various asset classes such as stocks, bonds, currencies and cash; as
well as types of bonds, bond maturities, bond coupons and bond credit quality
ratings. Portfolio Data may also include information on how these various
weightings and factors contributed to Fund performance including the attribution
of a Fund’s return by asset class, sector, industry and country. Portfolio Data
may also include various financial characteristics of a Fund or its underlying
portfolio securities, including, but not limited to, alpha, beta, R-squared,
duration, maturity, information ratio, Sharpe ratio, earnings growth, pay-out
ratio, price/book value, projected earnings growth, return on equity, standard
deviation, tracking error, weighted average quality, market capitalization,
percent debt to equity, price to cash flow, dividend yield or growth, default
rate, portfolio turnover and risk and style characteristics.
Complete Portfolio Holdings – Typically,
public disclosure is achieved by required filings with the SEC and/or posting
the information to the Funds’ website, which is accessible to the public. The
Funds typically disclose their complete portfolio holdings 15 to 30 calendar
days after the relevant period end on the Fund’s website at www.nb.com. A Fund
may also post intra-month updates to holdings and certain portfolio
characteristics to www.nb.com. Any such intra-month update would be in addition
to and not in lieu of the holdings disclosure policies described above.
Disclosure of portfolio
holdings may be requested by completing and submitting a holdings disclosure
form to NBIA’s legal and compliance department or to the Funds’ Chief Compliance
Officer for review, approval and processing.
Neither the Funds, NBIA, nor
any affiliate of either may receive any compensation or
consideration for the disclosure of portfolio
holdings. Each Allowable Recipient must be subject to a duty of confidentiality
or sign a non-disclosure agreement, including an undertaking not to trade on the
information, before they may become an Approved Recipient. Allowable Recipients
are (1) required to keep all portfolio holdings information confidential and (2)
prohibited from trading based on such information. The Funds’ Chief Compliance
Officer shall report any material issues that may arise under these policies to
the Board of Trustees.
Pursuant to a Code of Ethics
adopted by the Funds and NBIA (“NB Code”), employees are prohibited from
revealing information relating to current or anticipated investment intentions,
portfolio holdings, portfolio transactions or activities of the Funds except to
persons whose responsibilities require knowledge of the information. The NB Code
also prohibits any individual associated with the Funds or NBIA, from engaging
directly or indirectly, in any transaction in
securities
held or to be acquired by the Fund while in possession of material nonpublic
information regarding such securities or their issuer.
The
Funds currently have ongoing arrangements to disclose portfolio holdings
information prior to its being made public with the following Approved
Recipients:
State Street Bank and Trust Company (“State
Street”). Each Fund has selected State Street as custodian for its
securities and cash. Pursuant to a custodian contract, each Fund employs State
Street as the custodian of its assets. As custodian, State Street creates
and maintains all records relating to each Fund’s activities and supplies each
Fund with a daily tabulation of the securities it owns and that are held by
State Street. Pursuant to such contract, State Street agrees that all books,
records, information and data pertaining to the business of each Fund which are
exchanged or received pursuant to the contract shall remain confidential, shall
not be voluntarily disclosed to any other person, except as may be required by
law, and shall not be used by State Street for any purpose not directly related
to the business of any Fund, except with such Fund’s written consent. State
Street receives reasonable compensation for its services and expenses as
custodian.
Securities Lending Agent. Each
Fund may enter into a securities lending agreement under which the Fund loans
securities to a counterparty acting as a principal borrower or a lending
agent. Those principal borrowers or agents may receive each Fund’s
portfolio holdings daily. Each such principal borrower that receives such
information is or will be subject to an agreement that all financial,
statistical, personal, technical and other data and information related to the
Fund’s operations that is designated by the Fund as confidential will be
protected from unauthorized use and disclosure by the principal borrower.
Each Fund may pay a fee for agency and/or administrative services related to its
role as lending agent. Each Fund also pays the principal borrowers a fee
with respect to the cash collateral that it receives and retains the income
earned on reinvestment of that cash collateral.
Other Third-Party Service Providers to the
Funds. The Funds may also disclose portfolio holdings information
prior to its being made public to their independent registered public accounting
firms, legal counsel, financial printers, proxy voting firms, pricing vendors
and other third-party service providers to the Funds who require access to this
information to fulfill their duties to the Funds.
In
addition, the Funds may disclose portfolio holdings information to third parties
that calculate information derived from holdings for use by NBIA. Currently,
each Fund provides its complete portfolio holdings to FactSet Research Systems
Inc. (“FactSet”) each day for this purpose. FactSet receives reasonable
compensation for its services.
The
Funds may also, from time to time, disclose portfolio holdings information to a
proxy solicitation service, Glass Lewis, or to a corporate action service
provider, Financial Recovery Technologies, although they typically receive
holdings information after that information is already public.
The
Funds may also, from time to time, disclose portfolio holdings information to
trade organizations, such as the Investment Company Institute and the Loan
Syndicates & Trading Association.
In all
cases the third-party service provider receiving the information has agreed in
writing (or is otherwise required by professional and/or written confidentiality
requirements or fiduciary duty) to keep the information confidential, to use it
only for the agreed-upon purpose(s) and not to trade securities on the basis of
such information.
Rating, Ranking and Research
Agencies. Each Fund sends its complete portfolio holdings
information to the following rating, ranking and research agencies for the
purpose of having such agency develop a rating, ranking or specific research
product for the Fund. Each Fund provides its complete portfolio holdings
to: Lipper, a Refinitiv company, on the sixth business day following each
month-end, and Bloomberg and Morningstar on the 16th calendar day following
month-end if the Fund posts its holdings monthly (but if a Fund posts its
holdings quarterly, it provides its holdings on a quarterly basis no earlier
than the 15th calendar day following the relevant quarter-end). No compensation
is received by any Fund, NBIA, or any other person in connection with the
disclosure of this information. NBIA either has entered into or expects
shortly to enter into a written confidentiality agreement, with each rating,
ranking or research agency in which the agency agrees or will agree to keep each
Fund’s portfolio holdings confidential and to use such information only in
connection with developing a rating, ranking or research product for the
Fund.
Shareholders
of each Fund receive unaudited semi-annual financial statements, as well as
year-end financial statements audited by the respective independent registered
public accounting firm for the Fund. Each Fund’s statements show the investments
owned by it and the market values thereof and provide other information about
the Fund and its operations.
Each
Fund is a separate ongoing series of the Trust, a Delaware statutory trust
organized pursuant to an Amended and Restated Trust Instrument dated as of March
27, 2014. The Trust is registered under the 1940 Act as a diversified, open-end
management investment company, commonly known as a mutual fund. The Trust has 20
separate operating series. The Fund Trustees may establish additional series or
classes of shares without the approval of shareholders. The assets of each
series belong only to that series, and the liabilities of each series are borne
solely by that series and no other.
Prior
to November 9, 1998, the name of the Trust was “Neuberger & Berman Equity
Funds,” and the term “Neuberger Berman” in the name of each of Neuberger Berman
Focus Fund, Neuberger Berman Genesis Fund, Neuberger Berman Guardian Fund, Neuberger Berman Large Cap Value Fund, Neuberger Berman Mid Cap Growth Fund, Neuberger Berman Small Cap Growth Fund, and Neuberger Berman
Sustainable Equity Fund was
“Neuberger & Berman.”
On
December 17, 2007, each of Neuberger Berman Mid
Cap Growth Fund and Neuberger Berman Small Cap Growth Fund changed its name from
Neuberger Berman Manhattan Fund and Neuberger Berman Millennium Fund,
respectively.
On
August 15, 2008, Neuberger Berman Genesis
Fund acquired all of the net assets of Neuberger Berman Fasciano Fund, a former
series of the Trust.
On
December 14, 2009, Neuberger Berman Multi-Cap
Opportunities Fund changed its name from Neuberger Berman Research
Opportunities Fund, and on December 17, 2007, Neuberger Berman Research
Opportunities Fund changed its name
from Neuberger Berman Premier Analysts Fund.
As of
the close of business on May 7, 2010, Neuberger Berman Intrinsic Value Fund became the successor to
DJG Small Cap Value Fund, L.P., an unregistered limited partnership (“DJG
Fund”). On that date, the DJG Fund transferred its assets to Neuberger Berman
Intrinsic Value Fund in exchange for
Neuberger Berman Intrinsic Value Fund’s
Institutional Class shares. DJG fund was the successor to the DJG Small
Cap Value Fund, an unregistered commingled investment account (“DJG Account”).
Prior to May 7, 2010, Neuberger Berman Intrinsic
Value Fund had no operations. Performance information for Neuberger
Berman Intrinsic Value Fund after July
15, 2008, is that of DJG Fund and performance information from July 8, 1997 (the
DJG Account’s commencement of operations), to July 14, 2008, is that of DJG
Account.
On
April 2, 2012, each of Neuberger Berman Large
Cap Value Fund and Neuberger Berman Mid
Cap Intrinsic Value Fund changed its name from Neuberger Berman Partners
Fund and Neuberger Berman Regency Fund, respectively.
On
December 15, 2012, Neuberger Berman International Equity Fund changed its name from
Neuberger Berman International Institutional Fund.
On
January 25, 2013, Neuberger Berman International
Equity Fund acquired all of the net assets of Neuberger Berman
International Fund, a former series of the Trust.
On June
2, 2014, Neuberger Berman International
Select Fund changed its name from Neuberger Berman International Large
Cap Fund.
On May
1, 2018, Neuberger Berman Sustainable
Equity Fund changed its name from Neuberger Berman Socially Responsive
Fund.
On
August 16, 2019, Neuberger Berman Large Cap
Value Fund acquired all of the net assets of Neuberger Berman Value Fund,
a former series of the Trust.
On
September 3, 2019, Neuberger Berman Integrated
Large Cap Fund changed its name from Neuberger Berman Global Equity
Fund.
Description
of Shares. Each Fund is authorized to issue an unlimited
number of shares of beneficial interest (par value $0.001 per share). Shares of
each Fund represent equal proportionate interests in the assets of that Fund
only and have identical voting, dividend, redemption, liquidation, and other
rights except that expenses allocated to a Class may be borne solely by such
Class as determined by the Fund Trustees and a Class may have exclusive voting
rights with respect to matters affecting only that Class. All shares issued are
fully paid and non-assessable, and shareholders have no preemptive or other
rights to subscribe to any additional shares.
Shareholder
Meetings. The Fund Trustees do not intend to hold annual
meetings of shareholders of the Funds. The Fund Trustees will call special
meetings of shareholders of a Fund or Class only if required under the 1940 Act
or in their discretion or upon the written request of holders of 25% or more of
the outstanding shares of that Fund or Class entitled to vote at the
meeting.
Certain
Provisions of Trust Instrument. Under Delaware law, the
shareholders of a Fund will not be personally liable for the obligations of any
Fund; a shareholder is entitled to the same limitation of personal liability
extended to shareholders of a Delaware corporation. To guard against the risk
that Delaware law might not be applied in other states, the Trust Instrument
requires that every written obligation of the Trust or a Fund contain a
statement that such obligation may be enforced only against the assets of the
Trust or Fund and provides for indemnification out of Trust or Fund property of
any shareholder nevertheless held personally liable for Trust or Fund
obligations, respectively, merely on the basis of being a shareholder.
Other. For Fund shares
that can be bought, owned and sold through an account with an Institution, a
client of an Institution may be unable to purchase additional shares and/or may
be required to redeem shares (and possibly incur a tax liability) if the client
no longer has a relationship with the Institution or if the Institution no
longer has a contract with the Distributor to perform services. Depending on the
policies of the Institution involved, an investor may be able to transfer an
account from one Institution to another.
Each
Fund has selected State Street Bank and Trust Company (“State Street”), One
Lincoln Street, Boston, MA 02111, as custodian for its securities and cash. DST
Asset Manager Solutions, Inc. serves as each Fund’s transfer and shareholder
servicing agent, administering purchases, redemptions, and transfers of Fund
shares and the payment of dividends and other distributions. All correspondence
should be mailed to Neuberger Berman Funds, P.O. Box 219189, Kansas City, MO
64121-9189.
Each of
Neuberger Berman Dividend Growth Fund,
Neuberger Berman Emerging Markets Equity
Fund, Neuberger Berman Equity Income
Fund, Neuberger Berman Focus Fund,
Neuberger Berman Genesis Fund, Neuberger
Berman Global Real Estate Fund, Neuberger
Berman Greater China Equity Fund,
Neuberger Berman Guardian Fund, Neuberger
Berman Integrated Large Cap Fund,
Neuberger Berman International Equity
Fund, Neuberger Berman International
Select Fund, Neuberger Berman International Small Cap Fund, Neuberger Berman
Large Cap Value Fund, and Neuberger
Berman Real Estate Fund has selected
Ernst & Young LLP, 200 Clarendon Street, Boston, MA 02116, as the
independent registered public accounting firm that will audit its financial
statements.
Each of
Neuberger Berman Intrinsic Value Fund,
Neuberger Berman Mid Cap Growth Fund,
Neuberger Berman Mid Cap Intrinsic Value
Fund, Neuberger Berman Multi-Cap Opportunities
Fund, Neuberger Berman Small Cap Growth
Fund and Neuberger Berman Sustainable
Equity Fund has selected Tait, Weller, Baker LLP, Two Liberty Place, 50
South 16th Street, Philadelphia, PA 19102, as the independent registered public
accounting firm that will audit its financial statements.
The
Trust has selected K&L Gates LLP, 1601 K Street, N.W., Washington, D.C.
20006-1600, as its legal counsel.
As of June 15, 2021, the following are all of the beneficial and record
owners of five percent or more of a Class of a Fund’s shares. Except where
indicated with an asterisk, the owners listed are record owners. These entities
hold these shares of record for the accounts of certain of their clients and
have informed the Funds of their policy to maintain the confidentiality of
holdings in their client accounts, unless disclosure is expressly required by
law.
Fund and Class |
Name and Address |
Percent Owned |
Neuberger Berman Dividend Growth Fund
Class A |
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
16.36% |
|
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN MUTUAL FUND TRADING
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
11.70% |
|
UMB BANK NA
CUST IRA FBO JACK BROWN HARRIS
NEW YORK NY 10128-1001
|
9.98% |
|
UMB BANK NA
CUST SEP IRA FBO JOHN E MCVAY
LINCOLN NE 68505-1678
|
9.34% |
|
MARTHA CLARK GOSS ALEXIS CLARK BRILEY TTEE
MARTHA GOSS RETIREMENT PLAN UA DTD 01/01/2014
NEWTOWN PA 18940-2806
|
8.30% |
|
UMB BANK NA
CUST IRA FBO PAUL WAYNE SPENCER
FRIDLEY MN 55432-5829
|
7.07% |
Neuberger Berman Dividend Growth Fund
Class C |
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN MUTUAL FUND TRADING
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
80.06% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
18.57% |
Neuberger Berman Dividend Growth Fund
Class R6 |
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
100.00% |
Neuberger Berman Dividend Growth Fund
Institutional Class |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
97.88% |
Neuberger Berman Emerging Markets Equity Fund
Class A |
MERRILL LYNCH PIERCE FENNER & SMITH
FBO THE SOLE BENEFIT OF CUSTOMERS
ATTN: FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
43.75% |
|
NATIONWIDE TRUST COMPANY FSB
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029
|
16.55% |
|
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
15.02% |
|
JOHN HANCOCK TRUST COMPANY LLC
690 CANTON ST STE 100
WESTWOOD MA 02090-2324
|
6.18% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
5.48% |
Neuberger Berman Emerging Markets Equity Fund
Class C |
MERRILL LYNCH PIERCE FENNER & SMITH INC FUND ADMINISTRATION
ATTN SERVICE TEAM
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
46.94% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
15.91% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
11.00% |
|
UBS WM USA
0O0 11011 6100
OMNI ACCOUNT M/F
SPEC CDY A/C EBOC UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
|
9.14% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
5.12% |
Neuberger Berman Emerging Markets Equity Fund
Class R3 |
AMERICAN UNITED LIFE INS CO
ATTN SEPARATE ACCOUNTS
PO BOX 368
INDIANAPOLIS IN 46206-0368
|
16.64%
|
|
MLPF&S FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINSTRATION (97NX1)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
10.03% |
|
MATRIX TRUST COMPANY AS AGENT FOR
ADVISOR TRUST, INC
TOWNSHIP HIGH SD #113 (IL) 403(B)
717 17TH STREET, SUITE 1300
DENVER CO 80202-3304
|
8.32% |
|
FIDELITY INVESTMENTS INSTITUTIONAL
OPS CO INC AS AGENT FOR
WYCLIFFE GOLF & COUNTRY CLUB INC.401K
100 MAGELLAN WAY (KWIC)
COVINGTON KY 41015-1987
|
6.99% |
|
ASCENSUS TRUST COMPANY
FBO FRANCISCO ENTERPRISES INC
401(K) PLAN 466201
P.O. BOX 10758
FARGO ND 58106-0758
|
6.64% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
5.66% |
Neuberger Berman Emerging Markets Equity Fund
Class R6 |
MASSACHUSETTS MUTUAL LIFE INSURANCE
1295 STATE STREET, MIP M200-INVST SPRINGFIELD MA 01111-0001
|
29.20% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
23.81% |
|
STRATEGIC PARTNERSHIP FUND NB LLC NEUBERGER BERMAN INV ADVISERS LLC
AS MANAGER
ATTN: PRIVATE FUND CLIENT SERVICE
1290 AVE OF THE AMERICAS 22ND FL
NEW YORK NY 10104-0002
|
12.98% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
11.79% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
8.00 % |
Neuberger Berman Emerging Markets Equity Fund
Institutional Class |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION (98055)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
23.00% |
|
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
19.88% |
Neuberger Berman Equity Income Fund
Class A |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
26.48% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
23.91% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
12.08% |
|
UBS WM USA
0O0 11011 6100
OMNI ACCOUNT M/F
SPEC CDY A/C EBOC UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
|
5.70% |
Neuberger Berman Equity Income Fund
Class C |
UBS WM USA
0O0 11011 6100
OMNI ACCOUNT M/F
SPEC CDY A/C EBOC UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
|
31.28% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
24.41% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
9.59% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
9.27% |
|
RBC CAPITAL MARKETS LLC MUTUAL FUND OMNIBUS
PROCESSING OMNIBUS ATTN MUTUAL FUND OPS MGR 60 S 6TH
ST MINNEAPOLIS MN 55402-4413
|
5.68% |
Neuberger Berman Equity Income Fund
Class R3 |
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
52.62% |
|
JAMES HOGAN MARY K HOGAN &
WILLIAM T HOGAN TTEE FBO
SJB RETIREMENT
C/O FASCORE LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
14.20% |
|
EQUITABLE LIFE FOR SEPARATE ACCT 65
ON BEHALF OF VARIOUS EXPEDITER
401 K PLANS
EQUITABLE LIFE
200 PLAZA DR
SECAUCUS NJ 07094
|
12.78% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
11.69% |
Neuberger Berman Equity Income Fund
Institutional Class |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
30.87% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
15.48% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
7.73% |
|
LOCAL 804 IBT AND LOCAL 447 IAM UPS INC MULTI EMPLOYER RETIREMENT
PLAN
55 GLENLAKE PKWY
ATLANTA GA 30328-3474
|
7.54% |
|
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION (98055)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
7.42% |
|
UBS WM USA
0O0 11011 6100
OMNI ACCOUNT M/F
SPEC CDY A/C EBOC UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
|
6.42% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
6.11% |
Neuberger Berman
Focus
Fund
Advisor Class |
NATIONAL FINANCIAL SERV CORP
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
83.22% |
|
AMERICAN UNITED LIFE INS CO
ATTN SEPARATE ACCOUNTS
PO BOX 368
INDIANAPOLIS IN 46206-0368
|
7.44% |
Neuberger Berman
Focus
Fund
Class A |
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
58.28% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
7.59% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
7.14% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
6.86% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
5.10% |
Neuberger Berman
Focus
Fund
Class C |
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
27.22% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
22.88% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
21.73% |
|
LPL FINANCIAL
A/C 1000-0005
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
20.29% |
Neuberger Berman
Focus
Fund
Institutional Class |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
60.24% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
9.69% |
Neuberger Berman
Focus
Fund
Investor Class |
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
5.03% |
Neuberger Berman
Focus
Fund
Trust Class |
NATIONAL FINANCIAL SERV CORP
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
90.64% |
Neuberger Berman
Genesis
Fund
Advisor Class |
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
22.62% |
|
NATIONAL FINANCIAL SERV CORP
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
10.20% |
|
STATE STREET BANK AND TRUST
AS TRUSTEE AND/OR CUSTODIAN FBO
ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
|
7.74% |
|
PIMS/PRUDENTIAL RETIREMENT
AS NOMINEE FOR THE TTEE/CUST PL 300
MACI ASSOCIATES' 401K
2400 N DEARING RD
PARMA MI 49269-9415
|
5.03% |
Neuberger Berman
Genesis
Fund
Class R6 |
NFS LLC FEBO
FIIOC AS AGENT FOR QUALIFIED EMPLOYEE BENEFIT PLANS (401K) FINOPS-IC
FUNDS
100 MAGELLAN WAY # KW1C
COVINGTON KY 41015-1987
|
38.93% |
|
MAC & CO A/C 793458
MUTUAL FUNDS OPERATIONS
525 WILLIAM PENN PLACE
PITTSBURGH PA 15230-3198
|
14.32% |
Neuberger Berman
Genesis
Fund
Institutional Class |
EDWARD D JONES & CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER RD
SAINT LOUIS MO 63131-3710
|
23.87% |
|
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
21.63% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
7.23% |
Neuberger Berman
Genesis
Fund
Investor Class |
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
21.34% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
11.63% |
|
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF THEIR CLIENTS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
9.43% |
Neuberger Berman
Genesis
Fund
Trust Class |
NATIONAL FINANCIAL SERV CORP
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
38.83% |
|
NATIONWIDE LIFE INSURANCE COMPANY (DCVA)
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029
|
12.05% |
|
JOHN HANCOCK TRUST COMPANY LLC
690 CANTON ST STE 100
WESTWOOD MA 02090-2324
|
11.14% |
|
NATIONWIDE LIFE INSURANCE COMPANY (NACO)
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029
|
7.85% |
Neuberger Berman
Global Real
Estate Fund
Class A |
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
52.62% |
|
UMB BANK NA
CUST IRA FBO
BARBARA U WIESNER
MURCHISON TX 75778-5507
|
14.56% |
|
JOHN E EVERY
DORCHESTER MA 02125-3918
|
7.35% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
6.91% |
Neuberger Berman
Global Real
Estate Fund
Class C |
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
71.05% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
14.54% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
8.46% |
Neuberger Berman
Global Real
Estate Fund
Institutional Class |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
34.19% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0001
|
34.04% |
|
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN MUTUAL FUND TRADING
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
31.76% |
Neuberger Berman
Greater China
Equity Fund
Class A |
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
14.36% |
Neuberger Berman
Greater China
Equity Fund
Class C |
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
49.37% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
24.04% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
15.27% |
|
JP MORGAN SECURITIES LLC
FOR THE EXCLUSIVE BENEFIT
OF OUR CUSTOMERS
4 CHASE METROTECH CTR
BROOKLYN NY 11245-0001
|
8.72% |
Neuberger Berman
Greater China
Equity Fund
Institutional Class |
JP MORGAN SECURITIES LLC
FOR THE EXCLUSIVE BENEFIT
OF OUR CUSTOMERS
4 CHASE METROTECH CTR
BROOKLYN NY 11245-0001
|
57.73% |
|
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF
OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT 4TH FL
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
17.24% |
|
BAND & CO
C/O US BANK NA
PO BOX 1787
MILWAUKEE WI 53201-1787
|
15.16% |
|
SEI PRIVATE TRUST COMPANY
C/O CITY NATIONAL BANK ID 541
ATTN: MUTUAL FUND ADMINISTRATOR
ONE FREEDOM VALLEY DRIVE
OAKS PA 19456-9989
|
6.86% |
Neuberger Berman
Guardian
Fund
Advisor Class |
TD AMERITRADE INC
FOR THE EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226
OMAHA NE 68103-2226
|
97.62% |
Neuberger Berman
Guardian
Fund
Class A |
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
15.92% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
9.58% |
|
CHURCHILL MORTGAGE CORPORATION
FBO CHURCHILL MORTGAGE CORPORATION INCENTIVE BONUS PLAN
ATTN SHEREE BARLETT
761 OLD HICKORY BLVD STE 400
BRENTWOOD TN 37027-4519
|
8.14% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
7.94% |
|
NATIONWIDE TRUST COMPANY FSB
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029
|
6.57% |
|
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
5.93% |
Neuberger Berman
Guardian
Fund
Class C |
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
24.90% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
23.04% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
16.01% |
|
SHAWNA LASHLEY TTEE
FBO LASHLEY FAMILY DENTISTRY 401K PSP
C/O FASCORE LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
10.01% |
|
UBS WM USA
0O0 11011 6100
OMNI ACCOUNT M/F
SPEC CDY A/C EBOC UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
|
8.08% |
|
LPL FINANCIAL
A/C 1000-0005
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
6.15% |
Neuberger Berman
Guardian
Fund
Class R3 |
ROGER ANDERSON & JACK BOLKE TRUSTEE ANDERSON ENGINEERING
MINNESOTA LLC
C/O FASCORE LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
58.64% |
|
MATRIX TRUST COMPANY AGENT FOR TRP
RPS RK FBO 401K
CFM HEATING & AC, INC. 401(K) PLAN
2675 INDUSTRIAL DR STE 504
OGDEN UT 84401-3289
|
34.07% |
Neuberger Berman
Guardian
Fund
Class R6 |
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
TREASURY DEPARTMENT
ONE ORANGE WAY
WINDSOR CT 06095-4773
|
78.88% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
21.12% |
Neuberger Berman
Guardian
Fund
Institutional Class |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
85.11% |
Neuberger Berman
Guardian
Fund
Investor Class |
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
12.14% |
Neuberger Berman
Guardian
Fund
Trust Class |
NATIONAL FINANCIAL SERV CORP
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
62.56% |
|
NATIONWIDE LIFE INSURANCE COMPANY
(QPVA)
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029
|
9.38% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
5.10% |
Neuberger Berman
Integrated
Large Cap Fund
Class A |
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
22.92% |
|
UMB BANK NA
CUST SIMPLE IRA
FBO CHRISTINA R HUNTER
NEW YORK NY 10027-3221
|
13.83% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
10.83% |
|
JAMES NOLAN CRANNAGH
GORT
CO GALWAY
IRELAND
|
8.52% |
|
EDWARD D JONES & CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER RD
SAINT LOUIS MO 63131-3710
|
8.41% |
|
UMB BANK NA
CUST ROLLOVER IRA FBO
HAROLD ALLISON
ARDSLEY ON HUDSON NY 10503-0220
|
8.01% |
Neuberger Berman
Integrated
Large Cap Fund
Class C |
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
80.69% |
|
LPL FINANCIAL
A/C 1000-0005
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
19.31% |
Neuberger Berman
Integrated
Large Cap Fund
Institutional Class |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
98.88% |
Neuberger Berman
International
Equity Fund
Class A |
MLPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINSTRATION (97NX1)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
81.86% |
Neuberger Berman
International
Equity Fund
Class C@ |
MERRILL LYNCH PIERCE FENNER & SMITH INC FUND ADMINISTRATION
ATTN SERVICE TEAM
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
25.34% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
18.80% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
16.34% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
11.58% |
|
LPL FINANCIAL
A/C 1000-0005
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
8.08% |
|
UBS WM USA
0O0 11011 6100
OMNI ACCOUNT M/F
SPEC CDY A/C EBOC UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
|
5.23% |
Neuberger Berman
International
Equity Fund
Class R6 |
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
47.99% |
|
T ROWE PRICE TRUST CO
FBO RETIREMENT PLANS
4555 PAINTERS MILL RD
OWINGS MILLS MD 21117-4903
|
15.74% |
|
LOCAL 111 PENSION FUND
ATTN: BARRY REICH
UNITED TEAMSTER FUND
2137 UTICA AVE
BROOKLYN NY 11234-3827
|
6.44% |
|
RELIANCE TRUST CO TTEE
ADP ACCESS LARGE MARKET 401K
1100 ABERNATHY RD
ATLANTA GA 30328-5620
|
5.15% |
|
GREAT-WEST TRUST COMPANY LLC FBO
EMPLOYEE BENEFITS CLIENTS 401K
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
5.13% |
Neuberger Berman
International
Equity Fund
Institutional Class |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
62.62% |
|
MLPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL
2 JACKSONVILLE FL 32246-6484
|
19.44% |
Neuberger Berman
International
Equity Fund
Investor Class |
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
17.83% |
|
NATIONAL FINANCIAL SERV CORP
FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
6.29% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
5.64% |
Neuberger Berman
International
Equity Fund
Trust Class |
CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN STREET
SAN FRANCISCO CA 94105-1905
|
34.79% |
|
NATIONAL FINANCIAL SERV CORP
FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS
200 LIBERTY ST - 1 WORLD FIN CTR
ATTN MUTUAL FUNDS DEPT - 5TH FLOOR
NEW YORK NY 10281
|
30.28% |
|
MFPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
9.90% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
7.47% |
Neuberger Berman
International
Select Fund
Class A |
MERRILL LYNCH PIERCE FENNER & SMITH INC FUND ADMINISTRATION
ATTN SERVICE TEAM
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
35.49% |
|
STATE STREET BANK AND TRUST AS TRUSTEE AND/OR CUSTODIAN FBO
ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
|
29.11% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
10.32% |
Neuberger Berman
International
Select Fund
Class C |
MERRILL LYNCH PIERCE FENNER & SMITH INC FUND ADMINISTRATION
ATTN SERVICE TEAM
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
35.85% |
|
RBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MGR
60 S 6TH ST
MINNEAPOLIS MN 55402-4413
|
33.21% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
12.52% |
|
LPL FINANCIAL A/C 1000-0005 4707
EXECUTIVE DR SAN DIEGO CA 92121-3091
|
7.01% |
|
UBS WM USA
0O0 11011 6100
OMNI ACCOUNT M/F
SPEC CDY A/C EBOC UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
|
5.02% |
Neuberger Berman
International
Select Fund
Class R3 |
STATE STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN FBO
ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
|
44.45% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
17.70% |
|
MLPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINSTRATION (97NX1)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
13.68% |
|
MID ATLANTIC TRUST COMPANY FBO
JP PROGRESSIVE COMMUNICATIONS 401(
1251 WATERFRONT PLACE, SUITE 525
PITTSBURGH PA 15222-4228 |
6.07% |
Neuberger Berman
International
Select Fund
Class R6 |
GREAT-WEST TRUST COMPANY LLC TTEE F
RECORDKEEPING FOR VARIOUS BENEFIT P
8525 E ORCHARD RD
C/O MUTUAL FUND TRADING
GREENWOOD VILLAGE CO 80111-5002
|
84.79% |
|
GREAT-WEST TRUST COMPANY LLC TTEE F
EMPLOYEE BENEFITS CLIENTS 401
8525 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
6.21% |
|
STATE STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN FBO
ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
|
5.22% |
Neuberger Berman
International
Select Fund
Institutional Class |
UBATCO & CO ACES TRUST FUND
6811 S 27TH ST
LINCOLN NE 68512-4823
|
59.45% |
|
MAC & CO A/C 474957
C/O THE BANK OF NEW YORK MELLON
500 GRANT STREET
ROOM 151-1010
PITTSBURGH PA 15219-2502
|
9.92% |
|
MAC & CO A/C 474952
C/O THE BANK OF NEW YORK MELLON
500 GRANT STREET
ROOM 151-1010
PITTSBURGH PA 15219-2502
|
9.13% |
|
DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES IA 50392-0001
|
8.14% |
|
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
6.92% |
Neuberger Berman
International
Select Fund
Trust Class |
TD AMERITRADE INC
FOR THE EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226
OMAHA NE 68103-2226
|
16.60% |
|
UMB BANK NA
CUST IRA FBO
DANIEL THOMAS HUFFMAN
COLORADO SPGS CO 80920-7008
|
9.82% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
6.61% |
|
NATIONAL FINANCIAL SERV CORP
FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS
200 LIBERTY ST - 1 WORLD FIN CTR
ATTN MUTUAL FUNDS DEPT - 5TH FLOOR
NEW YORK NY 10281
|
5.67% |
Neuberger Berman
International
Small Cap Fund
Class A
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995 |
65.51% |
|
UMB BANK NA
CUST ROTH IRA FBO
ALBERT T T COOK JR
CENTENNIAL CO 80112-1610
|
18.03% |
|
MARK GINSBERG
ROBERTA CURTIS
CURTIS + GINSBERG ARCHITECTS LLP
401(K) PLAN FBO SEAN M FLYNN
NEW YORK NY 10004-2788
|
5.48% |
Neuberger Berman
International
Small Cap Fund
Class C
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995 |
100.00% |
Neuberger Berman
International
Small Cap Fund
Class R6
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995 |
100.00% |
Neuberger Berman
International
Small Cap Fund
Institutional Class
|
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT 4TH FL
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
76.79% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
22.06% |
Neuberger Berman
Intrinsic
Value Fund
Class A
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
27.78% |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC FUND
ADMINISTRATION)
ATTN SERVICE TEAM (98055)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
13.30% |
|
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
12.43% |
|
TD AMERITRADE INC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
PO BOX 2226
OMAHA NE 68103-2226
|
11.71% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
5.43% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
5.35% |
Neuberger Berman
Intrinsic
Value Fund
Class C
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
35.56% |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC FUND ADMINISTRATION
ATTN SERVICE TEAM
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
14.86% |
|
UBS WM USA
0O0 11011 6100
OMNI ACCOUNT M/F
SPEC CDY A/C EBOC UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
|
9.47% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
8.99% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
8.56% |
|
LPL FINANCIAL
A/C 1000-0005
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
7.17% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
5.69% |
Neuberger Berman
Intrinsic
Value Fund
Institutional Class
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
34.24% |
|
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
24.64% |
|
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN MUTUAL FUND TRADING
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
9.60% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
6.66% |
|
MLPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
6.10% |
Neuberger Berman
Intrinsic
Value Fund
Class R6
|
SEI PRIVATE TRUST COMPANY
C/O M&T BANK ID 337
ATTN MUTUAL FUNDS ADMINISTRATOR
1 FREEDOM VALLEY DR
OAKS PA 19456-9989
|
61.71% |
|
DOGWOOD HEALTH TRUST
ATTN: GEORGE RENFRO TREASURER
866 HENDERSONVILLE RD
ASHEVILLE NC 28803-1739
|
19.93% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
12.29% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
5.90% |
Neuberger Berman
Large Cap
Value Fund
Advisor Class
|
STATE STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN
FBO ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
|
67.85% |
|
NATIONAL FINANCIAL SERV CORP
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
16.44% |
Neuberger Berman
Large Cap
Value Fund
Class A
|
MERRILL LYNCH PIERCE FENNER & SMITH INC FUND ADMINISTRATION
ATTN FUND ADMINISTRATION (98055)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
25.52% |
|
PERSHING LLC 1 PERSHING PLZ JERSEY
CITY NJ 07399-0002 |
16.69% |
|
WELLS FARGO CLEARING SERVICES LLC SPECIAL
CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER 2801 MARKET
ST SAINT LOUIS MO 63103-2523
|
9.28% |
Neuberger Berman
Large Cap
Value Fund
Class C
|
MERRILL LYNCH PIERCE FENNER & SMITH INC FUND ADMINISTRATION
ATTN SERVICE TEAM
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
27.09% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
21.54% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
21.53% |
|
LPL FINANCIAL A/C 1000-0005 4707
EXECUTIVE DR SAN DIEGO CA 92121-3091
|
6.78% |
Neuberger Berman
Large Cap
Value Fund
Class R3
|
THOMAS P STEPHENS & TIA TURNER TTEE STEPHENS & JOHNSON
STEPHENS ENGNRNG
C/O FASCORE LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
37.84% |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPS CO
INC (FIIOC) AS AGENT FOR STEELHEAD PARTNERS LLC 401K PSP
AND TRUST 100 MAGELLAN WAY (KWIC) COVINGTON KY
41015-1999
|
22.15% |
|
CAPITAL BANK & TRUST CO TTEE FBO
STOLLER INTERNATIONAL CO INC 401K R
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
9.46% |
|
MICHAEL IANNOTTA & BILL SAMMON TTEE
MOD A CAN INC 401K
C/O FASCORE LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
8.77% |
Neuberger Berman
Large Cap
Value Fund
Institutional Class
|
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
18.38% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
11.80% |
|
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN MUTUAL FUND TRADING
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
11.77% |
|
MLPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION (98055)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
11.40% |
|
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS
HOUSE ACCOUNT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON
PKWY ST PETERSBURG FL 33716-1100
|
9.21% |
|
PERSHING LLC 1 PERSHING PLZ JERSEY
CITY NJ 07399-0002 |
7.80% |
|
TD AMERITRADE INC FOR THE
EXCLUSIVE BENEFIT OF OUR CLIENTS
PO BOX 2226
OMAHA NE 68103-2226
|
5.26% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE
EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
5.14% |
Neuberger Berman
Large Cap
Value Fund
Investor Class
|
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
11.78% |
|
NATIONAL FINANCIAL SERVICES
FOR THE EXCLUSIVE BENEFIT OF
THEIR CLIENTS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
5.71% |
Neuberger Berman
Large Cap
Value Fund
Class R6
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
88.88% |
Neuberger Berman
Large Cap
Value Fund
Trust Class |
NATIONAL FINANCIAL SERV CORP
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
65.59% |
|
LINCOLN RETIREMENT SERVICES CO FBO TEXAS A
& M UNIVERSITY PO BOX 7876 FORT WAYNE IN
46801-7876 |
7.03% |
Neuberger Berman
Mid Cap
Growth Fund
Advisor Class |
STATE STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN
FBO ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
|
41.11% |
|
MFPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
31.21% |
|
FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS CO (FIIOC) AS AGENT
FOR
COLLINS COLLINS MUIR & STEWART LLP
401K PROFIT SHARING PLAN 41827
100 MAGELLAN WAY (KW1C)
COVINGTON KY 41015-1999
|
8.61% |
Neuberger Berman
Mid Cap
Growth Fund
Class A |
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
14.72% |
|
NATIONWIDE TRUST COMPANY FSB
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029
|
13.55% |
|
NFS LLC FEBO
FIIOC AS AGENT FOR
QUALIFIED EMPLOYEE BENEFIT
PLANS (401K) FINOPS-IC FUNDS
100 MAGELLAN WAY # KW1C
COVINGTON KY 41015-1987
|
10.61% |
|
MLPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINSTRATION (97NX1)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
7.41% |
|
CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
6.25% |
Neuberger Berman
Mid Cap
Growth Fund
Class C |
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
31.64% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
14.20% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
8.82% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
6.87% |
|
CAPITAL BANK & TRUST COMPANY TTEE F
RURAL HEALTH INC 403B RETIREMENT PL
C/O FASCORE LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
5.03% |
Neuberger Berman
Mid Cap
Growth Fund
Class R3 |
DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES IA 50392-0001
|
21.64% |
|
VOYA INSTITUTIONAL TRUST COMPANY
U/A DTD 4/22/96
ONE ORANGE WAY
WINDSOR CT 06095-4773
|
12.70% |
|
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
TREASURY DEPARTMENT
ONE ORANGE WAY
WINDSOR CT 06095-4773
|
8.36% |
|
EQUITABLE LIFE FOR SEPARATE ACCT 65
ON BEHALF OF VARIOUS EXPEDITER
401 K PLANS
EQUITABLE LIFE 200 PLAZA DR
SECAUCUS NJ 07094
|
5.53% |
Neuberger Berman
Mid Cap
Growth Fund
Class R6 |
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
TREASURY DEPARTMENT
ONE ORANGE WAY
WINDSOR CT 06095-4773
|
30.05% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
14.32% |
|
GREAT-WEST TRUST COMPANY LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
7.69% |
|
THE STANDARD INSURANCE
P11D ATTN SEPERATE ACCT A
1100 SW 6TH AVE STE P11D
PORTLAND OR 97204-1093
|
7.65% |
|
MLPF&S FOR THE SOLE BENEFIT OF
ITS CUSTOMERS
ATTN FUND ADMINSTRATION (97NX1)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
5.42% |
Neuberger Berman
Mid Cap
Growth Fund
Institutional Class |
EDWARD D JONES & CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER RD
SAINT LOUIS MO 63131-3710
|
20.26% |
|
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
18.35% |
|
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
18.06% |
|
DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES IA 50392-0001
|
13.87% |
Neuberger Berman
Mid Cap
Growth Fund
Investor Class |
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
6.16% |
|
NATIONAL FINANCIAL SERVICES
FOR THE EXCLUSIVE BENEFIT OF THEIR CLIENTS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
5.61% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
5.24% |
Neuberger Berman
Mid Cap
Growth Fund
Trust Class |
NATIONAL FINANCIAL SERV CORP
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
62.30% |
|
JOHN HANCOCK TRUST COMPANY LLC
690 CANTON ST
STE 100
WESTWOOD MA 02090-2324
|
29.70% |
Neuberger Berman
Mid Cap
Intrinsic Value Fund
Class A |
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
17.24% |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC FUND ADMINISTRATION
ATTN SERVICE TEAM
ATTN FUND ADMINISTRATION (98055)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
12.77% |
|
NATIONWIDE TRUST COMPANY QPVA
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029
|
12.10% |
|
ASCENSUS TRUST COMPANY FBO
COMMUNITY BANC, INC. 401(K) 590196
P.O. BOX 10758
FARGO ND 58106-0758
|
10.69% |
|
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN MUTUAL FUND TRADING
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091 |
6.35% |
|
EDWARD D JONES & CO
FOR THE BENEFIT OF CUSTOMERS
12555 MANCHESTER RD
SAINT LOUIS MO 63131-3710
|
5.83% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
5.26% |
Neuberger Berman
Mid Cap
Intrinsic Value Fund
Class C |
CHARLES SCHWAB & CO INC
SPECIAL CUSTODY ACCT FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
25.71% |
|
LPL FINANCIAL
A/C 1000-0005
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
13.21% |
|
RBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING OMNIBUS
ATTN MUTUAL FUND OPS MGR
60 S 6TH ST
MINNEAPOLIS MN 55402-4413
|
10.70% |
|
GAIL A ARCHER & KEVIN G ARCHER TTEE
AEC 401K PLAN
C/O FASCORE LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
10.43% |
|
CHRISTY HAINES GINO JOSEPH TTEE FBO
JOSEPH INDUSTRIES 401K
C/O FASCORE LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
8.33% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
8.25% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
7.24% |
|
UBS WM USA
0O0 11011 6100
OMNI ACCOUNT M/F
SPEC CDY A/C EBOC UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
|
5.33% |
Neuberger Berman
Mid Cap
Intrinsic Value Fund
Class R3 |
DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES IA 50392-0001
|
27.26% |
|
ASCENSUS TRUST COMPANY
FBO RANKIN & RANKIN, INC. 401(K) PLAN
90687
P.O. BOX 10758
FARGO ND 58106-0758
|
18.41% |
|
MARK GAERTNER & GREGORY WALSH TTEE WALSH & GAERTNER
401K
C/O FASCORE LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
14.33% |
|
J MICHAEL FAY DDS PA TTEE FBO
J MICHAEL FAY DDS PA 401K
C/O FASCORE LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
9.32% |
|
ASCENSUS TRUST COMPANY FBO
ROSEVILLE MOTOR EXPRESS INC 401K CA
590731
P.O. BOX 10758
FARGO ND 58106-0758
|
7.12% |
|
ASCENSUS TRUST COMPANY FBO
POSMAN COLLEGIATE STORES 401(K) PLAN 133966
P.O. BOX 10758
FARGO ND 58106-0758
|
5.99% |
|
PLANMEMBER SERVICES ACTING AS AGENT
FOR UMB BANK CUSTODIAN
QUALIFIED ACCOUNT
6187 CARPINTERIA AVE
CARPINTERIA CA 93013-2805
|
5.57% |
Neuberger Berman
Mid Cap
Intrinsic Value Fund
Class R6
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995 |
100.00% |
Neuberger Berman
Mid Cap
Intrinsic Value Fund
Institutional Class
|
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
ATTN MUTUAL FUNDS DEPT FL 4
JERSEY CITY NJ 07310-1995
|
54.29% |
|
UBS WM USA
0O0 11011 6100
OMNI ACCOUNT M/F
SPEC CDY A/C EBOC UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
|
18.87% |
|
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN MUTUAL FUND TRADING
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
6.69% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
5.07% |
Neuberger Berman
Mid Cap
Intrinsic Value Fund
Investor Class |
NATIONAL FINANCIAL SERVICES CORP
FOR THE EXCLUSIVE BENEFIT OF THEIR CLIENTS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
6.89% |
Neuberger Berman
Mid Cap
Intrinsic Value Fund
Trust Class |
CHARLES SCHWAB INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN STREET
SAN FRANCISCO CA 94105-1905
|
47.35% |
|
NATIONAL FINANCIAL SERV CORP
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
22.68% |
|
NATIONWIDE TRUST COMPANY FSB
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029
|
6.04% |
|
TD AMERITRADE INC
FOR THE EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226
OMAHA NE 68103-2226
|
5.68% |
Neuberger Berman
Multi-Cap
Opportunities Fund
Class A |
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1901
|
16.95% |
|
CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
15.48% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
11.95% |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC FUND ADMINISTRATION
ATTN SERVICE TEAM
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
8.86% |
Neuberger Berman
Multi-Cap
Opportunities Fund
Class C |
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
25.50% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
17.46% |
|
LPL FINANCIAL
A/C 1000-0005
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
11.34% |
|
CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN STREET
SAN FRANCISCO CA 94105-1905
|
9.11% |
|
MERRILL LYNCH PIERCE FENNER & SMITH INC FUND ADMINISTRATION
ATTN SERVICE TEAM
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
8.27% |
|
UBS WM USA
0O0 11011 6100
OMNI ACCOUNT M/F
SPEC CDY A/C EBOC UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
|
5.97% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
5.46% |
Neuberger Berman
Multi-Cap
Opportunities Fund
Institutional Class |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
36.93% |
|
JP MORGAN SECURITIES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
4 CHASE METROTECH CTR
BROOKLYN NY 11245-0001
|
17.54% |
|
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
13.91% |
|
MLPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINSTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
7.12% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
5.26% |
Neuberger Berman
Real
Estate Fund
Class A |
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
14.27% |
|
STATE STREET BANK AND TRUST AS TRUSTEE AND/OR CUSTODIAN
FBO ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
|
10.71% |
|
GREAT-WEST TRUST COMPANY LLC TTEE F EMPLOYEE BENEFITS CLIENTS 401K –
FG
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
8.69% |
|
MERRILL LYNCH PIERCE FENNER &
SMITH INC FUND ADMINISTRATION
ATTN SERVICE TEAM
ATTN FUND ADMINISTRATION (98055)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
6.32% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
6.09% |
Neuberger Berman
Real
Estate Fund
Class C |
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
20.29% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
19.38% |
|
LPL FINANCIAL
A/C 1000-0005
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
14.37% |
|
UBS WM USA
0O0 11011 6100
OMNI ACCOUNT M/F
SPEC CDY A/C EBOC UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
|
11.79% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
6.25% |
|
RBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING
OMNIBUS
ATTN MUTUAL FUND OPS MGR
60 S 6TH ST
MINNEAPOLIS MN 55402-4413
|
5.38% |
Neuberger Berman
Real
Estate Fund
Class R3 |
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
TREASURY DEPARTMENT
ONE ORANGE WAY
WINDSOR CT 06095-4773
|
39.02% |
|
STATE STREET BANK AND TRUST AS TRUSTEE AND/OR CUSTODIAN
FBO ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
|
14.22% |
|
DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES IA 50392-0001
|
11.34% |
Neuberger Berman
Real
Estate Fund
Class R6 |
TIAA, FSB CUST/TTEE
FBO: RETIREMENT PLANS FOR WHICH TIAA ACTS AS RECORDKEEPER
ATTN: TRUST OPERATIONS
211 N BROADWAY STE 1000
SAINT LOUIS MO 63102-2748
|
18.57% |
|
NFS LLC FEBO
FIIOC AS AGENT FOR QUALIFIED EMPLOYEE BENEFIT PLANS (401K) FINOPS-IC
FUNDS
100 MAGELLAN WAY # KW1C
COVINGTON KY 41015-1987
|
15.49% |
|
NATIONWIDE TRUST COMPANY, FSB
FBO PARTICIPATING RETIREMENT PLANS
NTC-PLNS
C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS OH 43218-2029 |
7.77% |
Neuberger Berman
Real
Estate Fund
Institutional Class |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
16.10% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
15.42% |
|
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN MUTUAL FUND TRADING
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
10.89% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
9.94% |
|
SEI PRIVATE TRUST COMPANY
C/O TRUIST ID 866
ONE FREEDOM VALLEY DRIVE
OAKS PA 19456-9989
|
8.66% |
|
MERRILL LYNCH PIERCE FENNER & SMITH
ATTN FUND ADMINISTRATION (98055)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
5.39% |
Neuberger Berman
Real
Estate Fund
Trust Class |
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN STREET
SAN FRANCISCO CA 94105-1905
|
31.81% |
|
NATIONAL FINANCIAL SERV CORP
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
31.40% |
|
TD AMERITRADE INC
FOR THE EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226
OMAHA NE 68103-2226
|
5.46% |
Neuberger Berman
Small Cap
Growth Fund
Advisor Class |
TD AMERITRADE INC
FOR THE EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226
OMAHA NE 68103-2226
|
26.69% |
|
PAI TRUST COMPANY, INC
WASHINGTON PLASTIC SURGERY GROUP, L
1300 ENTERPRISE DR
DE PERE WI 54115-4934
|
16.83% |
|
AMERICAN UNITED LIFE INS CO
ATTN SEPARATE ACCOUNTS
PO BOX 368
INDIANAPOLIS IN 46206-0368
|
15.74% |
|
DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES IA 50392-0001
|
9.97% |
|
AMERICAN UNITED LIFE INS CO
ATTN SEPARATE ACCOUNTS
PO BOX 368
INDIANAPOLIS IN 46206-0368
|
7.17% |
Neuberger Berman
Small Cap
Growth Fund
Class A |
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
12.27% |
|
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN MUTUAL FUND TRADING
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
6.32% |
Neuberger Berman
Small Cap
Growth Fund
Class C |
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
37.12% |
|
RBC CAPITAL MARKETS LLC
MUTUAL FUND OMNIBUS PROCESSING OMNIBUS
ATTN MUTUAL FUND OPS MGR
60 S 6TH ST
MINNEAPOLIS MN 55402-4413
|
12.66% |
|
LPL FINANCIAL
A/C 1000-0005
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
10.77% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
9.20% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
8.02% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
6.94% |
Neuberger Berman
Small Cap
Growth Fund
Class R3 |
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
31.84% |
|
MATRIX TRUST COMPANY AS AGENT FOR
ADVISOR TRUST, INC
PROGRESSIVE SURGICAL
717 17TH ST STE 1300
DENVER CO 80202-3304
|
10.66% |
|
STATE STREET BANK AND TRUST AS TRUSTEE AND/OR CUSTODIAN
FBO ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
|
8.03% |
|
WILLIAM DICKHUT & BARRY SPILKA TTEE
AVIATION GROUND EQUIPMENT CORP PST
C/O FASCORE
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002 |
7.47% |
|
AMERICAN UNITED LIFE INS CO
ATTN SEPARATE ACCOUNTS
PO BOX 368
INDIANAPOLIS IN 46206-0368
|
5.92% |
|
DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS
OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES IA 50392-0001
|
5.55% |
Neuberger Berman
Small Cap
Growth Fund
Class R6 |
GREAT-WEST TRUST COMPANY LLC TTEE F
FBO: WELLSPAN RSP
C/O FASCORE LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
39.19% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
20.36% |
|
GREAT-WEST TRUST COMPANY LLC TTEE F
EMPLOYEE BENEFITS CLIENTS 401K
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
6.75% |
Neuberger Berman
Small Cap
Growth Fund
Institutional Class |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
31.15% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
25.08% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
9.57% |
|
TD AMERITRADE INC
FOR THE EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226
OMAHA NE 68103-2226
|
8.27% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
6.63% |
|
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN MUTUAL FUND TRADING
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
5.03% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
5.01% |
Neuberger Berman
Small Cap
Growth Fund
Investor Class |
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
21.12% |
|
NATIONAL FINANCIAL SERVICES CORP
FOR THE EXCLUSIVE BENEFIT OF
THEIR CLIENTS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
5.16% |
Neuberger Berman
Small Cap
Growth Fund
Trust Class |
CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN STREET
SAN FRANCISCO CA 94105-1905
|
27.71% |
|
NATIONAL FINANCIAL SERV CORP
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
23.93% |
|
NATIONWIDE TRUST COMPANY FSB
C/O IPO PORTFOLIO ACCOUNTING
PO BOX 182029
COLUMBUS OH 43218-2029
|
15.37% |
|
TD AMERITRADE INC
FOR THE EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226
OMAHA NE 68103-2226
|
7.04% |
|
MLPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION (9EGM4)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
7.04% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
5.95% |
Neuberger Berman
Sustainable
Equity Fund
Class A |
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
11.48% |
|
MLPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINSTRATION (97NX1)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
7.96% |
|
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
7.47% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
6.09% |
|
CHARLES SCHWAB & CO INC
SPECIAL CUSTODY A/C FBO CUSTOMERS
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
5.55% |
Neuberger Berman
Sustainable
Equity Fund
Class C |
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
24.87% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
17.72% |
|
MLPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINSTRATION (97NX1)
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
9.42% |
|
UBS WM USA
0O0 11011 6100
OMNI ACCOUNT M/F
SPEC CDY A/C EBOC UBSFSI
1000 HARBOR BLVD
WEEHAWKEN NJ 07086-6761
|
9.00% |
|
LPL FINANCIAL
A/C 1000-0005
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
6.09% |
|
RAYMOND JAMES OMNIBUS FOR
MUTUAL FUNDS HOUSE ACCOUNT
FIRM 92500015
ATTN COURTNEY WALLER
880 CARILLON PKWY
ST PETERSBURG FL 33716-1100
|
5.478 |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0002
|
5.35% |
|
AMERICAN ENTERPRISE INVESTMENT SVC
FBO # 41999970
707 2ND AVE S
MINNEAPOLIS MN 55402-2405
|
5.22% |
Neuberger Berman
Sustainable
Equity Fund
Class R3 |
TALCOTT RESOLUTION LIFE INSURANCE COMPANY
PO BOX 5051
HARTFORD CT 06102-5051
|
20.17% |
|
STATE STREET BANK AND TRUST AS TRUSTEE AND/OR CUSTODIAN
FBO ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
|
13.47% |
|
MASSACHUSETTS MUTUAL INSURANCE CO
1295 STATE ST # M200-INVST
SPRINGFIELD MA 01111-0001
|
12.84% |
|
DCGT AS TTEE AND/OR CUST
FBO PLIC VARIOUS RETIREMENT PLANS OMNIBUS
ATTN NPIO TRADE DESK
711 HIGH STREET
DES MOINES IA 50392-0001
|
9.25% |
|
GREAT-WEST TRUST COMPANY LLC FBO
VARIOUS FASCORE LLC RECORDKEPT PLAN
C/O FASCORE LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
7.40% |
|
AMERICAN UNITED LIFE INS CO
ATTN SEPARATE ACCOUNTS
PO BOX 368
INDIANAPOLIS IN 46206-0368
|
6.04% |
Neuberger Berman
Sustainable
Equity Fund
Class R6 |
NFS LLC FEBO
FIIOC AS AGENT FOR QUALIFIED EMPLOYEE BENEFIT PLANS (401K) FINOPS-IC
FUNDS
100 MAGELLAN WAY # KW1C
COVINGTON KY 41015-1987
|
32.62% |
|
VOYA INSTITUTIONAL TRUST COMPANY
U/A DTD 4/22/96
ONE ORANGE WAY
WINDSOR CT 06095-4773
|
10.68% |
|
NATIONWIDE TRUST COMPANY, FSB
FBO PARTICIPATING RETIREMENT PLANS NTC-PLNS
C/O IPO PORTFOLIO ACCOUNTING
P.O. BOX 182029
COLUMBUS OH 43218-2029
|
9.75% |
|
COLORADO RETIREMENT ASSOCIATION FBO
CRA 401A & 457 PLANS
C/O FASCORE LLC
8515 E ORCHARD RD 2T2
GREENWOOD VILLAGE CO 80111-5002
|
6.46% |
|
NATIONAL FINANCIAL SERVICES LLC
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
5.88% |
|
ILGWU DEATH BENEFIT FUND 4
C/O ALICARE INC
ATTN JOEL MUELLER
333 WESTCHESTER AVE
WHITE PLAINS NY 10604-2910
|
5.07% |
|
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
TREASURY DEPARTMENT
ONE ORANGE WAY
WINDSOR CT 06095-4773
|
5.05% |
Neuberger Berman
Sustainable
Equity Fund
Institutional Class |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
23.49% |
|
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
9.63% |
|
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
9.43% |
|
WELLS FARGO CLEARING SERVICES LLC
SPECIAL CUSTODY ACCT FOR THE EXCLUSIVE BENEFIT OF CUSTOMER
2801 MARKET ST
SAINT LOUIS MO 63103-2523
|
8.80% |
|
MLPF&S
FOR THE SOLE BENEFIT OF ITS CUSTOMERS
ATTN FUND ADMINISTRATION
4800 DEER LAKE DR E FL 2
JACKSONVILLE FL 32246-6484
|
6.57% |
Neuberger Berman
Sustainable
Equity Fund
Investor Class |
CHARLES SCHWAB & CO INC
ATTN MUTUAL FUNDS
211 MAIN ST
SAN FRANCISCO CA 94105-1905
|
26.08% |
|
NATIONAL FINANCIAL SERVICES
FOR THE EXCLUSIVE BENEFIT OF THEIR CLIENTS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
9.90% |
Neuberger Berman
Sustainable
Equity Fund
Trust Class |
NATIONAL FINANCIAL SERV CORP
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
499 WASHINGTON BLVD
JERSEY CITY NJ 07310-1995
|
25.71% |
|
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
TREASURY DEPARTMENT
ONE ORANGE WAY
WINDSOR CT 06095-4773
|
14.90% |
|
RELIANCE TRUST COMPANY FBO
MASSMUTUAL REGISTERED PRODUCT
PO BOX 28004
ATLANTA GA 30358-0004
|
8.18% |
|
STATE STREET BANK AND TRUST AS
TRUSTEE AND/OR CUSTODIAN FBO
ADP ACCESS PRODUCT
1 LINCOLN ST
BOSTON MA 02111-2901
|
5.14% |
@ As of the date of this SAI, Class E of Neuberger Berman Equity Income Fund, Neuberger Berman Genesis Fund, Neuberger Berman International Equity Fund, Neuberger Berman
Large Cap Value Fund, Neuberger Berman
Multi-Cap Opportunities Fund, Neuberger
Berman Real Estate Fund had not yet
commenced operations and therefore has neither beneficial nor record owners of
more than five percent of Class E shares.
As of the date of this SAI, Class A and Class C
of Neuberger Berman Genesis Fund had not
yet commenced operations.
As of June 15, 2021, the
following shareholders owned of record or beneficially more than 25% of the
outstanding shares of a Fund as set forth below. A shareholder who owns of
record or beneficially more than 25% of the outstanding shares of a Fund or who
is otherwise deemed to “control” a Fund may be able to determine or
significantly influence the outcome of matters submitted to a vote of the Fund’s
shareholders.
Fund@ |
Name and Address |
Percent Owned
|
Neuberger Berman Dividend Growth
Fund |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4 JERSEY CITY NJ 07310-1995
|
93.98% |
Neuberger Berman Emerging Markets
Equity Fund |
KEYBANK NA FBO
RIPPLE RAYMOND J FBO RMR
PO BOX 94871
CLEVELAND, OH 44101-4871 |
28.86% |
Neuberger Berman Global Real Estate
Fund |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4 JERSEY CITY NJ 07310-1995
|
29.87% |
|
PERSHING LLC
1 PERSHING PLZ
JERSEY CITY NJ 07399-0001
|
29.74% |
|
LPL FINANCIAL
OMNIBUS CUSTOMER ACCOUNT
ATTN MUTUAL FUND TRADING
4707 EXECUTIVE DR
SAN DIEGO CA 92121-3091
|
27.75% |
Neuberger Berman Greater China Equity
Fund
|
JP MORGAN SECURITIES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
4 CHASE METROTECH CTR BROOKLYN NY 11245-0001
|
54.16% |
Neuberger Berman Integrated Large
Cap Fund |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
92.93% |
Neuberger Berman International
Equity Fund |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4
JERSEY CITY NJ 07310-1995
|
54.04% |
Fund@
|
Name and Address |
Percent Owned |
Neuberger Berman International Select
Fund |
UBATCO & CO ACES TRUST FUND 6811 S 27TH ST
LINCOLN NE 68512-4823
|
54.28% |
Neuberger Berman International Small
Cap Fund |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4 JERSEY CITY NJ 07310-1995
|
58.81% |
Neuberger Berman Intrinsic
Value Fund |
MORGAN STANLEY SMITH BARNEY LLC
FOR THE EXCLUSIVE BENE OF ITS CUST
1 NEW YORK PLZ FL 12
NEW YORK NY 10004-1932
|
31.09% |
Neuberger Berman Multi-Cap
Opportunities Fund |
NATIONAL FINANCIAL SERVICES LLC
FOR THE EXCLUSIVE BENEFIT OF OUR CUSTOMERS
ATTN MUTUAL FUNDS DEPT
499 WASHINGTON BLVD FL 4 JERSEY CITY NJ 07310-1995
|
31.85% |
@ As of the date of this SAI, Class E shares of Neuberger Berman
Equity Income Fund, Neuberger Berman
Genesis Fund, Neuberger Berman International Equity Fund, Neuberger Berman
Large Cap Value Fund, Neuberger Berman
Multi-Cap Opportunities Fund, Neuberger
Berman Real Estate Fund had not yet
commenced operations.
This
SAI and the Prospectuses do not contain all the information included in the
Trust’s registration statement filed with the SEC under the 1933 Act with
respect to the securities offered by the Prospectuses. The registration
statement, including the exhibits filed therewith, may be examined at the SEC’s
offices in Washington, D.C. The SEC maintains a website (http://www.sec.gov)
that contains this SAI, material incorporated by reference, and other
information regarding the Funds.
Statements
contained in this SAI and in the Prospectuses as to the contents of any contract
or other document referred to are not necessarily complete. In each instance
where reference is made to a contract or other document, a copy of which is
filed as an exhibit to the registration statement, each such statement is
qualified in all respects by such reference.
The
following financial statements and related documents are incorporated herein by
reference from the Funds’ Annual Report to shareholders for the fiscal year
ended August 31, 2020:
The
audited financial statements of Neuberger Berman Dividend Growth Fund, Neuberger Berman Emerging Markets Equity Fund, Neuberger Berman
Equity Income Fund, Neuberger Berman
Focus Fund, Neuberger Berman Genesis Fund, Neuberger Berman Global Real Estate Fund, Neuberger Berman Greater China Equity Fund, Neuberger Berman
Guardian Fund, Neuberger Berman Integrated Large Cap Fund, Neuberger Berman
International Equity Fund, Neuberger
Berman International Select Fund,
Neuberger Berman International Small Cap
Fund, Neuberger Berman Large Cap
Value Fund, and Neuberger Berman Real
Estate Fund, notes thereto, and the reports of Ernst & Young LLP,
independent registered public accounting firm, with respect to such audited
financial statements.
The
audited financial statements of Neuberger Berman Intrinsic Value Fund, Neuberger Berman Mid Cap Growth Fund, Neuberger Berman Mid Cap Intrinsic Value Fund, Neuberger Berman
Multi-Cap Opportunities Fund, Neuberger
Berman Small Cap Growth Fund and
Neuberger Berman Sustainable Equity Fund,
notes thereto, and the reports of Tait, Weller & Baker LLP, independent
registered public accounting firm, with respect to such audited financial
statements.
Long-Term and
Short-Term Debt Securities Rating Descriptions
S&P Global Ratings -- Long-Term Issue
Credit Ratings*:
The
following descriptions have been published by Standard & Poor’s Financial
Services LLC.
AAA – An obligation rated ‘AAA’ has the
highest rating assigned by S&P Global Ratings. The obligor’s capacity to
meet its financial commitment on the obligation is extremely strong.
AA – An obligation rated ‘AA’ differs from
the highest-rated obligations only to a small degree. The obligor’s capacity to
meet its financial commitment on the obligation is very strong.
A – An obligation rated ‘A’ is somewhat
more susceptible to the adverse effects of changes in circumstances and
economic conditions than obligations in higher-rated categories. However, the
obligor’s capacity to meet its financial commitment on the obligation is still
strong.
BBB – An obligation rated ‘BBB’ exhibits
adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity of the obligor to
meet its financial commitment on the obligation.
BB, B, CCC, CC, and C – Obligations rated ‘BB’, ‘B’, ‘CCC’,
‘CC’, and ‘C’ are regarded as having significant speculative characteristics.
‘BB’ indicates the least degree of speculation and ‘C’ the highest. While such
obligations will likely have some quality and protective characteristics, these
may be outweighed by large uncertainties or major exposures to adverse
conditions.
BB – An obligation rated ‘BB’ is less
vulnerable to nonpayment than other speculative issues. However, it faces major
ongoing uncertainties or exposure to adverse business, financial, or economic
conditions which could lead to the obligor’s inadequate capacity to meet its
financial commitment on the obligation.
B – An obligation rated ‘B’ is more
vulnerable to nonpayment than obligations rated ‘BB’, but the obligor currently
has the capacity to meet its financial commitment on the obligation. Adverse
business, financial, or economic conditions will likely impair the obligor’s
capacity or willingness to meet its financial commitment on the
obligation.
CCC – An obligation rated ‘CCC’ is currently
vulnerable to nonpayment, and is dependent upon favorable business, financial,
and economic conditions for the obligor to meet its financial commitment on the
obligation. In the event of adverse business, financial, or economic
conditions, the obligor is not likely to have the capacity to meet its financial
commitment on the obligation.
CC – An obligation rated ‘CC’ is currently
highly vulnerable to nonpayment. The ‘CC’ rating is used when a default
has not yet occurred, but S&P Global Ratings expects default to be a virtual
certainty, regardless of the anticipated time to default.
C – An obligation rated ‘C’ is currently
highly vulnerable to nonpayment, and the obligation is expected to have lower
relative seniority or lower ultimate recovery compared to obligations that are
rated higher.
D – An obligation rated ‘D’ is in default
or in breach of an imputed promise. For non-hybrid capital instruments, the ‘D’
rating category is used when payments on an obligation are not made on the date
due, unless S&P Global Ratings believes that such payments will be made
within five business days in the absence of a stated grace period or within the
earlier of the stated grace period or 30 calendar days. The ‘D’ rating also will
be used upon the filing of a bankruptcy petition or the taking of similar action
and where default on an obligation is a virtual certainty, for example due to
automatic stay provisions. An obligation's rating is lowered to ‘D’ if it is
subject to a distressed exchange offer.
NR – This indicates that no rating has been
requested, or that there is insufficient information on which to base a rating,
or that S&P Global Ratings does not rate a particular obligation as a matter
of policy.
*The ratings from ‘AA’ to ‘CCC’ may be modified
by the addition of a plus (+) or minus (-) sign to show relative standing within
the major rating categories.
Moody’s Investors Service, Inc. (“Moody’s”)
-- Global Long-Term Rating Scale:
The
following descriptions have been published by Moody's Investors Service,
Inc.
Aaa – Obligations rated Aaa are judged to be
of the highest quality, subject to the lowest level of credit risk.
Aa – Obligations rated Aa are judged to be
of high quality and are subject to very low credit risk.
A – Obligations rated A are judged to be
upper-medium grade and are subject to low credit risk.
Baa – Obligations rated Baa are judged to be
medium-grade and subject to moderate credit risk and as such may possess certain
speculative characteristics.
Ba – Obligations rated Ba are judged to be
speculative and are subject to substantial credit risk.
B – Obligations rated B are considered
speculative and are subject to high credit risk.
Caa – Obligations rated Caa are judged to be
speculative of poor standing and are subject to very high credit risk.
Ca – Obligations rated Ca are
highly speculative and are likely in, or very near, default, with some prospect
of recovery of principal and interest.
C – Obligations rated C are the
lowest rated and are typically in default, with little prospect for recovery of
principal or interest.
Note: Moody’s appends numerical modifiers 1, 2,
and 3 to each generic rating classification from Aa through Caa. The modifier 1
indicates that the obligation ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates a ranking in the lower end of that generic rating category.
Additionally, a “(hyb)” indicator is appended to all ratings of hybrid
securities issued by banks, insurers, finance companies, and securities
firms.*
* By their terms, hybrid
securities allow for the omission of scheduled dividends, interest, or principal
payments, which can potentially result in impairment if such an omission
occurs. Hybrid securities may also be subject to contractually allowable
write-downs of principal that could result in impairment. Together with
the hybrid indicator, the long-term obligation rating assigned to a hybrid
security is an expression of the relative credit risk associated with that
security.
Fitch Ratings (“Fitch”) -- Corporate Finance
Obligations -- Long-Term Rating Scale:
The
following descriptions have been published by Fitch, Inc. and Fitch Ratings Ltd.
and its subsidiaries.
AAA – Highest credit quality.
‘AAA’ ratings denote the lowest
expectation of credit risk. They are assigned only in cases of exceptionally
strong capacity for payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.
AA – Very high credit quality.
‘AA’ ratings denote expectations of very
low credit risk. They indicate very strong capacity for payment of financial
commitments. This capacity is not significantly vulnerable to foreseeable
events.
A – High credit quality. ‘A’ ratings denote expectations of low credit
risk. The capacity for payment of financial commitments is considered strong.
This capacity may, nevertheless, be more vulnerable to adverse business or
economic conditions than is the case for higher ratings.
BBB – Good credit quality. ‘BBB’ ratings indicate that expectations of
credit risk are currently low. The capacity for payment of financial commitments
is considered adequate but adverse business or economic conditions are more
likely to impair this capacity.
BB – Speculative. ‘BB’ ratings indicate an elevated vulnerability
to credit risk, particularly in the event of adverse changes in business or
economic conditions over time; however, business or financial alternatives may
be available to allow financial commitments to be met.
B – Highly speculative. ‘B’ ratings indicate that material credit risk
is present. For performing obligations, default risk is commensurate with
an Issuer Default Risk (“IDR”) in the ranges ‘BB’ to ‘C’. For issuers with an
IDR below ‘B’, the overall credit risk of this obligation is moderated by the
expected level of recoveries should a default occur. For issuers with an
IDR above ‘B’, the overall credit risk of this obligation is exacerbated by the
expected low level of recoveries should a default occur. For
non-performing obligations, the obligation or issuer is in default, or has
deferred payment, but the rated obligation is expected to have extremely high
recovery rates consistent with a Recovery Rating of ‘RR1’.
CCC – Substantial credit risk.
‘CCC’ ratings indicate that substantial
credit risk is present. For performing obligations, default risk is commensurate
with an IDR in the ranges ‘B’ to ‘C’. For issuers with an IDR below ‘CCC’,
the overall credit risk of this obligation is moderated by the expected level of
recoveries should a default occur. For issuers with an IDR above ‘CCC’,
the overall credit risk of this obligation is exacerbated by the expected low
level of recoveries should a default occur. For non-performing obligations, the
obligation or issuer is in default, or has deferred payment, but the rated
obligation is expected to have a superior recovery rate consistent with a
Recovery Rating of ‘RR2’.
CC – Very high levels of credit
risk. ‘CC’ ratings indicate very high
levels of credit risk. For performing obligations, default risk is
commensurate with an IDR in the ranges ‘B’ to ‘C’. For issuers with an IDR below
‘CC’, the overall credit risk of this obligation is moderated by the expected
level of recoveries should a default occur. For issuers with an IDR above
‘CC’, the overall credit risk of this obligation is exacerbated by the expected
low level of recoveries should a default occur. For non-performing
obligations, the obligation or issuer is in default, or has deferred payment,
but the rated obligation is expected to have a good recovery rate consistent
with a Recovery Rating of ‘RR3’.
C – Exceptionally high levels
of credit risk. ‘C’ indicates
exceptionally high levels of credit risk. For performing obligations, default
risk is commensurate with an IDR in the ranges ‘B’ to ‘C’. The overall credit
risk of this obligation is exacerbated by the expected low level of recoveries
should a default occur. For non-performing obligations, the obligation or issuer
is in default, or has deferred payment, and the rated obligation is expected to
have an average, below-average or poor recovery rate consistent with a Recovery
Rating of ‘RR4’, ‘RR5’ or ‘RR6’.
Defaulted obligations
typically are not assigned ‘RD’ or ‘D’ ratings, but are instead rated in the 'B'
to 'C' rating categories, depending upon their recovery prospects and other
relevant characteristics. This approach better aligns obligations that have
comparable overall expected loss but varying vulnerability to default and
loss.
Note: The modifiers “+” or “-” may be appended
to a rating to denote relative status within major rating categories. Such
suffixes are not added to the ‘AAA’ obligation rating category, or to corporate
finance obligation ratings in the categories below ‘CCC’.
The subscript 'emr' is
appended to a rating to denote embedded market risk which is beyond the scope of
the rating. The designation is intended to make clear that the rating solely
addresses the counterparty risk of the issuing bank. It is not meant to indicate
any limitation in the analysis of the counterparty risk, which in all other
respects follows published Fitch criteria for analyzing the issuing financial
institution. Fitch does not rate these instruments where the principal is to any
degree subject to market risk.
DBRS -- Long Term Obligations Rating
Scale:
The
following descriptions have been published by Dominion Bond Rating
Service.
AAA – Highest credit quality.
The capacity for the payment of financial obligations is exceptionally high and
unlikely to be adversely affected by future events.
AA – Superior credit quality.
The capacity for the payment of financial obligations is considered high.
Credit quality differs from AAA only to a small degree. Unlikely to be
significantly vulnerable to future events.
A – Good credit quality. The
capacity for the payment of financial obligations is substantial, but of lesser
credit quality than AA. May be vulnerable to future events, but qualifying
negative factors are considered manageable.
BBB – Adequate credit quality.
The capacity for the payment of financial obligations is considered acceptable.
May be vulnerable to future events.
BB – Speculative, non
investment-grade credit quality. The capacity for the payment of financial
obligations is uncertain. Vulnerable to future events.
B – Highly speculative credit
quality. There is a high level of uncertainty as to the capacity to meet
financial obligations.
CCC, CC,
C – Very highly speculative credit quality. In danger of
defaulting on financial obligations. There is little difference between these
three categories, although CC and C ratings are normally applied to obligations
that are seen as highly likely to default, or subordinated to obligations rated
in the CCC to B range. Obligations in respect of which default has not
technically taken place but is considered inevitable may be rated in the C
category.
D – When the issuer has filed
under any applicable bankruptcy, insolvency or winding up statute or there is a
failure to satisfy an obligation after the exhaustion of grace periods, a
downgrade to D may occur. DBRS may also use SD (Selective Default) in cases
where only some securities are impacted, such as the case of a “distressed
exchange.”
All rating categories
other than AAA and D also contain subcategories "(high)" and "(low)". The
absence of either a "(high)" or "(low)" designation indicates the rating is in
the middle of the category.
S&P Global Ratings -- Short-Term Issue
Credit Ratings:
The
following descriptions have been published by Standard & Poor’s Financial
Services LLC.
A-1 – A short-term obligation
rated ‘A-1’ is rated in the highest category by S&P Global Ratings. The
obligor’s capacity to meet its financial commitment on the obligation is strong.
Within this category, certain obligations are designated with a plus sign (+).
This indicates that the obligor’s capacity to meet its financial commitment on
these obligations is extremely strong.
A-2 - A short-term obligation
rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rating
categories. However, the obligor’s capacity to meet its financial commitment on
the obligation is satisfactory.
A-3 - A short-term obligation
rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the
obligation.
B - A short-term obligation
rated ‘B’ is regarded as vulnerable and has significant speculative
characteristics. The obligor currently has the capacity to meet its financial
commitments; however, it faces major ongoing uncertainties which could lead to
the obligor's inadequate capacity to meet its financial commitments.
C - A short-term obligation
rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable
business, financial, and economic conditions for the obligor to meet its
financial commitment on the obligation.
D - A short-term obligation
rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid
capital instruments, the ‘D’ rating category is used when payments on an
obligation are not made on the date due, unless S&P Global Ratings believes
that such payments will be made within any stated grace period. However, any
stated grace period longer than five business days will be treated as five
business days. The 'D' rating also will be used upon the filing of a bankruptcy
petition or the taking of a similar action and where default on an obligation is
a virtual certainty, for example due to automatic stay provisions. An
obligation’s rating is lowered to ‘D’ if it is subject to a distressed exchange
offer.
Dual ratings may be assigned to debt issues that
have a put option or demand feature. The first component of the rating addresses
the likelihood of repayment of principal and interest as due, and the second
component of the rating addresses only the demand feature. The first component
of the rating can relate to either a short-term or long-term transaction and
accordingly use either short-term or long-term rating symbols. The second
component of the rating relates to the put option and is assigned a short-term
rating symbol (for example, ‘AAA/A-1+’ or ‘A-1+/A-1’). With U.S. municipal
short-term demand debt, the U.S. municipal short-term note rating symbols are
used for the first component of the rating (for example, ‘SP-1+/A-1+’).
Moody’s -- Global Short-Term Rating
Scale:
The
following descriptions have been published by Moody's Investors Service,
Inc.
P-1 - Issuers (or supporting
institutions) rated Prime-1 have a superior ability to repay short-term debt
obligations.
P-2 - Issuers (or supporting
institutions) rated Prime-2 have a strong ability to repay short-term debt
obligations.
P-3 - Issuers (or supporting
institutions) rated Prime-3 have an acceptable ability to repay short-term
obligations.
NP - Issuers (or supporting
institutions) rated Not Prime do not fall within any of the Prime rating
categories.
Fitch -- Short-Term Ratings Assigned to
Issuers or Obligations in Corporate, Public and Structured
Finance:
The following descriptions have
been published by Fitch Inc. and Fitch Ratings Ltd. and its subsidiaries.
F1 - Highest short-term credit quality. Indicates
the strongest intrinsic capacity for timely payment of financial commitments;
may have an added “+” to denote any exceptionally strong credit feature.
F2 - Good short-term credit quality. Good
intrinsic capacity for timely payment of financial commitments.
F3 - Fair short-term credit quality. The
intrinsic capacity for timely payment of financial commitments is
adequate.
B – Speculative short-term credit quality.
Minimal capacity for timely payment of financial commitments, plus heightened
vulnerability to near term adverse changes in financial and economic
conditions.
C - High short-term default risk. Default is a
real possibility.
RD – Restricted default. Indicates an entity that
has defaulted on one or more of its financial commitments, although it continues
to meet other financial obligations. Typically applicable to entity ratings
only.
D – Default. Indicates a broad-based default
event for an entity, or the default of a short-term obligation.
DBRS -- Commercial Paper and Short-Term Debt
Rating Scale:
The
following descriptions have been published by Dominion Bond Rating
Service.
R-1
(high) – Highest credit
quality. The capacity for the payment of short-term financial obligations as
they fall due is exceptionally high. Unlikely to be adversely affected by future
events.
R-1
(middle) – Superior credit
quality. The capacity for the payment of short-term financial obligations as
they fall due is very high. Differs from R-1 (high) by a relatively modest
degree. Unlikely to be significantly vulnerable to future events.
R-1
(low) – Good credit
quality. The capacity for the payment of short-term financial obligations as
they fall due is substantial. Overall strength is not as favourable as higher
rating categories. May be vulnerable to future events, but qualifying negative
factors are considered manageable.
R-2
(high) – Upper end of
adequate credit quality. The capacity for the payment of short-term financial
obligations as they fall due is acceptable. May be vulnerable to future
events.
R-2
(middle) – Adequate credit
quality. The capacity for the payment of short-term financial obligations as
they fall due is acceptable. May be vulnerable to future events or may be
exposed to other factors that could reduce credit quality.
R-2
(low) – Lower end of
adequate credit quality. The capacity for the payment of short-term financial
obligations as they fall due is acceptable. May be vulnerable to future events.
A number of challenges are present that could affect the issuer’s ability to
meet such obligations.
R-3 – Lowest end of adequate credit quality. There
is a capacity for the payment of short-term financial obligations as they fall
due. May be vulnerable to future events and the certainty of meeting such
obligations could be impacted by a variety of developments.
R-4 – Speculative credit quality. The capacity for
the payment of short-term financial obligations as they fall due is
uncertain.
R-5 – Highly speculative credit quality. There is
a high level of uncertainty as to the capacity to meet short-term financial
obligations as they fall due.
D – When the issuer has filed under any
applicable bankruptcy, insolvency or winding up statute or there is a failure to
satisfy an obligation after the exhaustion of grace periods, a downgrade to D
may occur. DBRS may also use SD (Selective Default) in cases where only some
securities are impacted, such as the case of a “distressed exchange.”
PROXY VOTING POLICIES AND
PROCEDURES
I. |
INTRODUCTION
AND GENERAL PRINCIPLES |
|
|
A. |
Certain
subsidiaries of Neuberger Berman Group LLC (“NB”) have been delegated the
authority and responsibility to vote the proxies of their respective
investment advisory clients. |
|
|
B. |
NB
understands that proxy voting is an integral aspect of investment
management. Accordingly, proxy voting must be conducted with the same
degree of prudence and loyalty accorded any fiduciary or other obligation
of an investment manager. |
|
|
C. |
NB
believes that the following policies and procedures are reasonably
expected to ensure that proxy matters are conducted in the best interest
of clients, in accordance with NB’s fiduciary duties, applicable rules
under the Investment Advisers Act of 1940, fiduciary standards and
responsibilities for ERISA clients set out in Department of Labor
interpretations, the UK Stewardship Code, the Japan Stewardship Code and
other applicable laws and regulations. |
|
|
D. |
In
instances where NB does not have authority to vote client proxies, it is
the responsibility of the client to instruct the relevant custody bank or
banks to mail proxy material directly to such client. |
|
|
E. |
In
all circumstances, NB will comply with specific client directions to vote
proxies, whether or not such client directions specify voting proxies in a
manner that is different from NB’s policies and procedures. |
|
|
F. |
NB
will seek to vote all shares under its authority so long as that action is
not in conflict with client instructions. There may be circumstances under
which NB may abstain from voting a client proxy, such as when NB believes
voting would not be in clients’ best interests (e.g., not voting in
countries with share blocking or meetings in which voting would
entail additional costs). NB understands that it must weigh the costs and
benefits of voting proxy proposals relating to foreign securities and make
an informed decision with respect to whether voting a given proxy proposal
is prudent and solely in the interests of the clients and, in the case of
an ERISA client and other accounts and clients subject to similar local
laws, a plan’s participants and beneficiaries. NB’s decision in such
circumstances will take into account the effect that the proxy vote,
either by itself or together with other votes, is expected to have on the
value of the client’s investment and whether this expected effect would
outweigh the cost of voting. |
II. |
RESPONSIBILITY
AND OVERSIGHT |
|
|
A. |
NB
has designated a Governance & Proxy Committee (“Proxy Committee”) with
the responsibility for: (1) developing, authorizing, implementing and
updating NB’s policies and procedures; (2) administering and overseeing
the governance and proxy voting processes; and (3) engaging and overseeing
any third-party vendors as voting delegates to review, monitor and/or vote
proxies. NB, at the recommendation of the Proxy Committee, has retained
Glass, Lewis & Co., LLC (“Glass Lewis”) as its voting
delegate. |
|
|
B. |
The
Proxy Committee will meet as frequently and in such manner as necessary or
appropriate to fulfill its responsibilities. |
|
|
C. |
The
members of the Proxy Committee will be appointed from time to time and
will include the Chief Investment Officer (Equities), the Head of Global
Equity Research, the Head of ESG Investing, and senior portfolio managers.
A senior member of the Legal and Compliance Department will advise the
Proxy Committee and may be included for purposes of ensuring a
quorum. |
|
|
D. |
In
the event that one or more members of the Proxy Committee are not
independent with respect to a particular matter, the remaining members of
the Proxy Committee shall constitute an ad hoc independent subcommittee of
the Proxy Committee, which will have full authority to act upon such
matter. |
|
|
III. |
PROXY
VOTING GUIDELINES |
|
|
A. |
The
Proxy Committee developed the Governance and Proxy Voting Guidelines
(“Voting Guidelines”) based on our Governance and Engagement Principles.
These Guidelines are updated as appropriate and generally on an annual
basis. With input from certain of our investment professionals, the
modifications are intended to reflect emerging corporate governance issues
and themes. The Proxy Committee recognizes that in certain circumstances
it may be in the interests of our clients to deviate from our Voting
Guidelines. |
|
|
B. |
Our
views regarding corporate governance and engagement, and the related
stewardship actions, are led by our ESG Investing group, in consultation
with professionals in the Legal & Compliance and Global Equity
Research groups, among others. These insightful, experienced and dedicated
groups enable us to think strategically about engagement and stewardship
priorities. |
PROXY VOTING POLICIES AND
PROCEDURES |
C. |
We
believe NB’s Voting Guidelines generally represent the voting positions
most likely to support our clients’ best economic interests across a range
of sectors and contexts. These guidelines are not intended to constrain
our consideration of the specific issues facing a particular company on a
particular vote, and so there will be times when we deviate from the
Voting Guidelines. |
|
|
D. |
In
the event that a senior investment professional at Neuberger Berman
believes that it is in the best interest of a client or clients to vote
proxies in a manner inconsistent with NB’s Voting Guidelines, the
investment professional will submit in writing the basis for his or her
recommendation. The Proxy Committee will review this recommendation in the
context of the specific circumstances of the situation and with the
intention of remaining consistent with our Engagement
Principles. |
|
|
IV. |
PROXY
VOTING PROCEDURES |
|
|
A. |
NB
will vote client proxies in accordance with a client’s specific request
even if it is in a manner inconsistent with NB’s policies and procedures.
Such specific requests should be made in writing by the individual client
or by an authorized officer, representative or named fiduciary of a
client. |
|
|
B. |
NB
has engaged Glass Lewis as its advisor and voting agent to: (1) provide
research on proxy matters; (2) vote proxies in accordance with NB’s Voting
Guidelines or as otherwise instructed and submit such proxies in a timely
manner; (3) handle other administrative functions of proxy voting; (4)
maintain records of proxy statements received in connection with proxy
votes and provide copies of such proxy statements promptly upon request;
and (5) maintain records of votes cast. |
|
|
C. |
Except
in instances where clients have retained voting authority, NB will
instruct custodians of client accounts to forward all proxy statements and
materials received in respect of client accounts to Glass
Lewis. |
|
|
D. |
Notwithstanding
the foregoing, NB retains final authority and fiduciary responsibility for
proxy voting. |
|
|
V. |
CONFLICTS
OF INTEREST |
|
|
A. |
Glass
Lewis will vote proxies in accordance with the Voting Guidelines described
in Section III or, in instances where a material conflict has been
determined to exist, as Glass Lewis recommends. NB believes that this
process is reasonably designed to address material conflicts of interest
that may arise in conjunction with proxy voting decisions. Potential
conflicts considered by the Proxy Committee when it is determining whether
to deviate from NB’s Voting Guidelines include, among others: a material
client relationship with the corporate issuer being considered; personal
or business relationships between the portfolio managers and an executive
officer; director, or director nominee of the issuer; joint business
ventures; or a direct transactional relationship between the issuer and
senior executives of NB. |
B. |
In the event that an NB Investment Professional believes that it is
in the best interest of a client or clients to vote proxies in a manner
inconsistent with the Voting Guidelines described in Section III, such NB
Investment Professional will contact a member of the Legal &
Compliance Department advising the Proxy Committee and complete and sign a
questionnaire in the form adopted from time to time. Such questionnaires
will require specific information, including the reasons the NB Investment
Professional believes a proxy vote in this manner is in the best interest
of a client or clients and disclosure of specific ownership, business or
personal relationship, or other matters that may raise a potential
material conflict of interest with respect to the voting of the proxy. The
Proxy Committee will meet with the NB Investment Professional to review
the completed questionnaire and consider such other matters as it deems
appropriate to determine that there is no material conflict of interest
with respect to the voting of the proxy in the requested manner. The Proxy
Committee shall document its consideration of such other matters. In the
event that the Proxy Committee determines that such vote will not present
a material conflict, the Proxy Committee will make a determination whether
to vote such proxy as recommended by the NB Investment Professional. In
the event of a determination to vote the proxy as recommended by the NB
Investment Professional, an authorized member of the Legal &
Compliance Department advising the Proxy Committee will instruct Glass
Lewis to vote in such manner with respect to the client or clients. In the
event that the Proxy Committee determines that the voting of a proxy as
recommended by the NB Investment Professional would not be appropriate,
the Proxy Committee will: |
|
|
|
|
(i) |
take no further action, in which case Glass Lewis shall vote such
proxy in accordance with the Voting Guidelines; |
|
|
|
|
(ii) |
disclose such conflict to the client or clients and obtain written
direction from the client with respect to voting the proxy; |
|
|
|
|
(iii) |
suggest that the client or clients engage another party to determine
how to vote the proxy; or |
|
|
|
|
(iv) |
engage another independent third party to determine how to vote the
proxy. A record of the Proxy Committee’s determinations shall be prepared
and maintained in accordance with applicable policies. |
|
|
C. |
In the event that the Voting Guidelines described in Section III do
not address how a proxy should be voted and Glass Lewis refrains from
making a recommendation as to how such proxy should be voted, the Proxy
Committee will make a determination as to how the proxy should be voted.
The Proxy Committee will consider such matters as it deems appropriate to
determine how such proxy should be voted including whether there is a
material conflict of interest with respect to the voting of the proxy in
accordance with its decision. The Proxy Committee shall document its
consideration of such matters, and an authorized member of the Legal &
Compliance Department advising the Proxy Committee will instruct Glass
Lewis to vote in such manner with respect to such client or
clients. |
|
|
D.
|
Material conflicts cannot be resolved by simply abstaining from
voting. |
|
|
|
PROXY VOTING POLICIES AND PROCEDURES |
VI. |
RECORDKEEPING |
|
|
|
NB will maintain records relating to the implementation of the Voting
Guidelines and these procedures, including: (1) a copy of the Voting
Guidelines and these procedures, which shall be made available to clients
upon request; (2) proxy statements received regarding client securities
(which will be satisfied by relying on EDGAR or Glass Lewis); (3) a
record of each vote cast (which Glass Lewis maintains on NB’s
behalf); (4) a copy of each questionnaire completed by any NB Investment
Professional under Section V above; and (5) any other document created by
NB that was material to a determination regarding the voting of proxies on
behalf of clients or that memorializes the basis for that decision. Such
proxy voting books and records shall be maintained in an easily accessible
place, which may include electronic means, for a period of five years, the
first two by the Legal & Compliance Department. |
|
|
|
VII. |
ENGAGEMENT AND MONITORING |
|
|
|
Consistent with the firm’s active management strategies, NB portfolio
managers and members of the Global Equity Research team continuously
monitor material investment factors at portfolio companies. NB
professionals remain informed of trends and best practices related to the
effective fiduciary administration of proxy voting. NB will make revisions
to its Voting Guidelines and related procedures document when it
determines it is appropriate or when we observe the opportunity to
materially improve outcomes for our clients. Additionally, we will
regularly undertake a review of selected voting and engagement cases to
better learn how to improve the monitoring of our portfolio companies and
the effectiveness of our stewardship
activities. |
VIII. |
SECURITIES
LENDING |
|
|
|
Some
NB products may participate in a securities lending program. Where a
security on loan is subject to a proxy event and a determination has been
made that the shares on loan may have a meaningful impact on the vote
outcome and the potential value of the security, a portfolio manager, in
consultation with relevant investment professionals, will restrict the
security from lending, or will make best efforts to recall the security
from the lending program, in the best interest of the client. NB maintains
the list of securities restricted from lending and receives daily updates
on upcoming proxy events from the custodian. |
|
|
IX. |
DISCLOSURE |
|
|
|
Neuberger
Berman will publicly disclose all voting records of its co-mingled funds
(Undertakings for Collective Investment in Transferable Securities [UCITS]
and mutual funds). Neuberger Berman cannot publicly disclose vote level
records for separate accounts without express permission of the client.
Neuberger Berman will publicly disclose aggregate reporting on at least an
annual basis for all votes cast across co-mingled and separate accounts.
Neuberger Berman welcomes the opportunity to discuss the rationale for a
given vote with investee companies after the meeting has taken place as
part of our ongoing engagement activities. Neuberger Berman may also
choose to provide broad explanations for its voting positions on important
or topical issues (e.g., climate change or gender diversity).
Additionally, our current and ongoing activities can be viewed through
regular publication of case studies and thematic papers on NB’s ESG
Investing website: www.nb.com/esg |
|
Proxy Committee Membership as of March 2021:
Joseph
Amato, President and Chief Investment Officer (Equities)
Jonathan
Bailey, Head of ESG Investing
Timothy
Creedon, Director of Global Equity Research
Ingrid
Dyott, Portfolio Manager
Richard
Glasebrook, Portfolio Manager
Benjamin
Nahum, Portfolio Manager
Corey
Issing*, Legal and Compliance
Jake
Walko*, ESG Investing
*Corey
Issing and Jake Walko serve in advisory roles to the Committee. Mr. Issing
is an ex officio member of the
Committee. Mr. Issing will only vote as a full member of the Committee if
his vote is needed to establish a quorum or in the event that his vote is
needed to break a tie
vote. |
GREEN
COURT CAPITAL MANAGEMENT LIMITED (“GREEN
COURT
CAPITAL MANAGEMENT”) PROXY VOTING POLICY |
Date of Issuance: |
May 2017 |
|
|
Policy Owner: |
Compliance |
|
|
Summary: |
The Policy summarises the proxy voting
guidelines and procedures for Green Court Capital Management Limited
(“GCCM”). |
Proxy voting is an important right of
shareholders for which reasonable care and diligence must be undertaken to
ensure such rights are properly and timely exercised. GCCM, as a fiduciary for
its clients, must vote proxies in each client’s best interest.
Under the Advisers Act Rule 206(4)-6, it is a
fraudulent, deceptive, or manipulative act, practice or course of business
within the meaning of section 206(4) of the Act, for an investment adviser
registered or required to be registered under section 203 of the Act to exercise
voting authority with respect to client securities, unless the adviser:
|
a) |
Adopts and implement written policies and procedures that are
reasonably designed to ensure that client securities are voted in the best
interest of clients, which procedures must include how material conflicts
that may arise between the adviser’s interests and those of the clients
are addressed;
|
|
b) |
Discloses to clients how information about how the advisers voted
with respect to their securities may be obtained; and
|
|
c) |
Describes to clients proxy voting policies and procedures and, upon
request, furnish a copy of the policies and procedures to the requesting
client. |
This policy (the “Policy”) applies to the proxy voting for all
the client securities held in the investment management activities by
GCCM.
|
3. |
OVERVIEW OF THE POLICY
|
|
a) |
In certain Investment Advisory Agreements, GCCM has been delegated
the authority and responsibility to vote the proxies of their investment
advisory clients, including both ERISA and non-ERISA clients.
|
|
b) |
GCCM understands that proxy voting is an integral aspect of
investment management. In the instances where GCCM has been delegated to
vote proxies for its clients, proxy voting must be conducted with the same
degree of prudence and loyalty accorded any fiduciary or other obligation
of an investment manager.
|
|
c) |
GCCM believes that the following policies and procedures are
reasonably expected to ensure that proxy matters are conducted in the best
interest of clients, in accordance with GCCM’s fiduciary duties,
applicable rules under the Investment Advisers Act of 1940 and fiduciary
standards and responsibilities for ERISA clients set out in Department of
Labor interpretations and other laws and
regulations.
|
|
d) |
In instances where GCCM does not have authority to vote client
proxies, it is the responsibility of the client to instruct the relevant
custody bank or banks to mail proxy material directly to such
client.
|
|
e) |
In circumstances where an advisory client would like to retain the
discretion to vote for specific proxies, GCCM will comply with the
specific client directions to vote proxies, whether or not such client
directions specify voting proxies is in a manner that is different from
GCCM’s policies and procedures.
|
|
f) |
There may be circumstances under which GCCM may abstain from voting a
client proxy when GCCM believes voting would not be in the clients’ best
interest. GCCM understands that it must weigh the costs and benefits of
voting proxy proposals relating to the securities and make an informed
decision with respect to whether voting a given proxy proposal is prudent
and solely in the interests of the clients and, in the case of an ERISA
client, the plan’s participants and beneficiaries. GCCM’s decision in such
circumstances will take into account the effect that the proxy vote,
either by itself or together with other votes, is expected to have on the
value of the client’s investment and whether this expected effect would
outweigh the cost of voting. |
|
4. |
RESPONSIBILITIES AND
OVERSIGHT
|
|
a) |
GCCM has designated the Control and Oversight Group or its sub-group
(“GCOG”) for managing proxy voting
with the responsibility for administering and overseeing the proxy voting
process, including:
|
|
i) |
Developing, authorizing, implementing and updating GCCM’s policies
and procedures;
|
|
ii) |
Overseeing the proxy voting process; and
|
|
iii) |
Overseeing any third-party vendors as voting delegate to review,
monitor and/or vote proxies. Glass, Lewis & Co., LLC (“Glass Lewis”)
has been currently retained as the voting
delegate. |
|
b) |
GCOG will meet as frequently and in such manner as necessary or
appropriate to fulfill its responsibilities.
|
|
c) |
The members of the GCOG will include the senior portfolio manager,
senior members of Legal and Compliance, senior member of Operations and
from other functions.
|
|
d) |
In the event that one or more members of the GCOG are not independent
with respect to a particular matter, the GCOG shall appoint an independent
member or independent members of the GCOG, which will have full authority
to act upon such matter. |
|
5. |
PROXY VOTING GUIDELINES AND
PROCEDURES
|
|
5.1. |
Proxy Voting Guidelines
|
|
a) |
Proxies will be generally voted in accordance with the
recommendations contained in the applicable Glass Lewis Proxy Paper Voting
Guidelines, as in effect from time to time. A summary of the current
applicable Glass Lewis guidelines for the relevant jurisdictions are
attached in the Addendum to the Policy.
|
|
b) |
In the event that Glass Lewis refrains from making a recommendation,
the GCOG will follow the procedures set forth in Section 6 f).
|
|
c) |
There may be circumstances under which the GCCM portfolio manager
believes that it is in the best interest of a client or clients to vote
proxies in a manner inconsistent with the foregoing proxy voting
guidelines or in a manner inconsistent with Glass Lewis guideline. In such
event, the procedures set forth in Section 6 b) will be followed.
|
|
d) |
Notwithstanding the Glass Lewis guidelines or recommendations made by
Glass Lewis with respect to a specific annual or special meeting, GCCM
will manage the proxies with “care, skill, prudence and diligence”. All
routine business and non-routine corporate actions that arises, which
requires the responsible portfolio manager to exercise additional due care
in proxy voting exercise given each company’s circumstances, will be
evaluated on a case-by-case basis. |
|
5.2. |
Proxy Voting Procedures
|
|
a) |
In circumstances where an advisory client would like to retain the
discretion to vote for specific proxies, GCCM will vote client proxies in
accordance with a client’s specific request even if it is in a manner
inconsistent with GCCM’s policies and procedures. Such specific requests
must be made in writing by the advisory client or by an authorized
officer, representative or named fiduciary of the advisory client.
|
|
b) |
Glass Lewis as the retained voting delegate will:
|
|
1) |
Research and make voting determinations in accordance with the proxy
voting guidelines described in Section 5.1;
|
|
2) |
Vote and submit proxies in a timely manner; |
|
3) |
Handle other administrative functions of proxy voting;
|
|
4) |
Maintain records of proxy statements received in connection with
proxy votes and provide copies of such proxy statements promptly upon
request;
|
|
5) |
Maintain records of votes cast; and
|
|
6) |
Provide recommendations with respect to proxy voting matters in
general.
|
|
c) |
Except in instances where clients have retained voting authority,
GCCM will instruct custodians of client accounts to forward all proxy
statements and materials received in respect of client accounts to Glass
Lewis.
|
|
d) |
Notwithstanding the foregoing, GCCM retains final authority and
fiduciary responsibility for proxy voting. |
|
a) |
Glass Lewis will vote proxies in accordance with the proxy voting
guidelines described in Section 5.1 or as Glass Lewis recommends. GCCM
believes that this process is reasonably designed to address material
conflicts of interest that may arise in conjunction with proxy voting
decisions.
|
|
b) |
In the event that a GCCM portfolio manager believes that it is in the
best interest of a client or clients to vote proxies in a manner
inconsistent with the proxy voting guidelines described in Section 5.1 or
in a manner inconsistent with Glass Lewis recommendations, such GCCM
portfolio manager will contact a member of the GCOG and complete and sign
a proxy voting questionnaire in the form adopted from time to time. Such
proxy voting questionnaire will require specific information, including
the reasons the GCCM portfolio manager believes a proxy vote in this
manner is in the best interest of a client or clients and disclosure of
specific ownership, business or personal relationship or other matters
that may raise a potential material conflict of interest between GCCM and
the client or clients with respect to the voting of the proxy.
|
|
c) |
The GCOG will review the proxy voting questionnaire completed by the
GCCM portfolio manager and consider such other matters as it deems
appropriate to determine that there is no material conflict of interest
with respect to the voting of the proxy in the requested manner. The GCOG
may meet with the GCCM portfolio manager to review the completed proxy
voting questionnaire and consider such other matters as it deems
appropriate to determine that there is no material conflict of interest
with respect to the voting of the proxy in the requested manner. The GCOG
shall document its consideration of such other matters in a form adopted
by the GCOG from time to time.
|
|
d) |
In the event that the GCOG determines that such vote will not present
a material conflict, the GCOG will make a determination whether to vote
such proxies as recommended by the GCCM portfolio manager. In the event of
a determination to vote the proxy as recommended by the GCCM portfolio
manager, the GCOG will instruct Glass Lewis to vote in such manner with
respect to the client or clients. |
|
e) |
In the event that the GCOG determines that the voting of a proxy as
recommended by the GCCM portfolio manager would not be appropriate, the
GCOG will take no further action, in which case Glass Lewis shall vote
such proxy in accordance with the proxy voting guidelines described in
Section 5.1 or as Glass Lewis recommends.
|
|
f) |
In the event that the proxy voting guidelines described in Section
5.1 do not address how a proxy should be voted and Glass Lewis refrains
from making a recommendation as to how such proxy should be voted, the
GCOG will make a determination as to how the proxy should be voted. After
determining how it believes the proxy should be voted, the GCOG will
consider such matters as it deems appropriate to determine that there is
no material conflict of interest with respect to the voting of the proxy
in that manner. The GCOG shall document its consideration of such matters
in a form adopted by the GCOG from time to time, and an authorized member
of the GCOG will instruct Glass Lewis to vote in such manner with respect
to the client or clients.
|
|
g) |
Material conflicts cannot be resolved by simply abstaining from
voting. |
GCCM will maintain records relating to the
implementation of these proxy voting policies and procedures, including:
|
a) |
A copy of this policies and procedures, which shall be made available
to clients upon request;
|
|
b) |
Proxy statements received regarding client securities (which will be
satisfied by relying on Glass Lewis);
|
|
c) |
A copy of each questionnaire completed by any GCCM portfolio manager
under Section 6 b) in the above;
|
|
d) |
A record of each vote cast (which Glass Lewis maintains on behalf of
GCCM);
|
|
e) |
Any other document created by fund(s) managed by GCCM and/or GCCM
that was material to making a decision how to vote proxies on behalf of a
client or that memorializes the basis for that decision; and
|
|
f) |
Each written client request for proxy voting records and the fund(s)’
and/or GCCM’s written response to any client request (written or oral) for
such records.
|
Such proxy voting books and records shall be
maintained in an easily accessible place for a period of seven years.
GCCM may disclose to any issuer or third party
on how GCCM or its voting delegate voted a client’s proxy unless specifically
prohibited by law or requires prior consent of the client.
|
9.1. |
Interpretive matters – All
questions regarding interpretation of this Policy shall be referred to
Compliance, which, in consultation with the GCOG, is responsible for
resolving interpretative questions and communicating the conclusions to
the relevant recipients.
|
|
9.2. |
Training – Compliance is
responsible for ensuring that appropriate training is provided regarding
the Policy.
|
|
9.3. |
Recordkeeping – All records
relating to proxy voting under this Policy shall be maintained in the
manner and to the extent required by applicable law.
|
|
9.4. |
Breach of the Policy – Any
breach or suspected breach of this Policy must be escalated immediately to
his/her senior manager and
Compliance.
|
|
9.5. |
Compliance monitoring – Senior
management is responsible for ensuring that the persons under their
supervision adhere to this Policy. Compliance shall also periodically
monitor for compliance.
|
|
9.6. |
Periodic review – Compliance
will review this Policy not less than annually and changes will be made as
and when necessary. |
C-6