REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
|
[ X ]
|
|||
Pre-Effective Amendment No.
|
___
|
[ ]
|
||
Post-Effective Amendment No.
|
77
|
[ X ]
|
||
and/or
|
||||
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
|
[ X ]
|
|||
Amendment No.
|
77
|
[ X ]
|
||
Absolute Return Multi-Manager Portfolio—S Class Shares
|
Absolute Return Multi-Manager Portfolio
|
2
|
Descriptions of Certain Practices and Security Types
|
13
|
Additional Information about Principal Investment Risks
|
14
|
Information about Additional Potential Principal Investment Strategies
|
23
|
Information about Risks of Additional Potential Principal Investment Strategies
|
24
|
Information about Additional Risks
|
25
|
Descriptions of Benchmark Indices
|
26
|
Management of the Fund
|
26
|
Financial Highlights
|
29
|
YOUR INVESTMENT
|
|
Buying and Selling Fund Shares
|
30
|
Share Prices
|
30
|
Fund Structure
|
31
|
Distributions and Taxes
|
31
|
Portfolio Holdings Policy
|
33
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a % of the value of your investment)
|
|
Management fees
|
2.00
|
Distribution and/or shareholder service (12b-1) fees
|
0.25
|
Total other expenses
|
4.95
|
Other expenses
|
4.13
|
Dividend and interest expense relating to short sales
|
0.82
|
Acquired fund fees and expenses
|
0.04
|
Total annual operating expenses
|
7.24
|
Fee waiver and/or expense reimbursement
|
3.98
|
Total annual operating expenses after fee waiver and/or expense reimbursement
1
|
3.26
|
1
|
Neuberger Berman Investment Advisers LLC (“Manager”) has contractually undertaken to waive and/or reimburse certain fees and expenses of Class S so that the total annual 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) are limited to 2.40% of average net assets. This undertaking lasts until 12/31/2019 and may not be terminated during its term without the consent of the Board of Trustees. The Fund has agreed that Class S will repay the Manager for fees and expenses waived or reimbursed for the class provided that repayment does not cause annual operating expenses to exceed 2.40% of the average net assets. Any such repayment must be made within three years after the year in which the Manager incurred the expense.
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Expenses
|
$329
|
$1,004
|
$2,495
|
$5,940
|
Absolute Return Multi-Manager Portfolio
|
1 Year
|
Since Inception
(05/01/2014) |
Class S
|
-5.06
|
-3.06
|
HFRX
®
Global Hedge Index (reflects deductions for fees and expenses, but not taxes)
|
-3.64
|
-2.75
|
HFRX
®
Absolute Return Index (reflects deductions for fees and expenses, but not taxes)
|
2.86
|
1.55
|
S&P 500
®
Index (reflects no deduction for fees, expenses or taxes)
|
1.38
|
7.24
|
Barclays U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)
|
0.55
|
2.22
|
*
|
Returns would have been lower if Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods shown.
|
Subadviser
|
Investment Strategy
|
Blue Jay Capital Management, LLC
|
Health Care Equity Long/Short
|
Cramer Rosenthal McGlynn, LLC
|
Global Equity Long/Short
|
GAMCO Asset Management Inc.
|
Merger Arbitrage
|
Good Hill Partners LP
|
Asset-backed Securities
|
Lazard Asset Management LLC
|
Global Equity Long/Short; and Japan Equity Long/Short
|
Levin Capital Strategies, L.P.
|
Event Driven
|
Portland Hill Capital LLP
|
European Event Driven and Equity Long/Short
|
Sound Point Capital Management, L.P.
|
Credit Long/Short
|
TPH Asset Management, LLC
|
Energy Equity Long/Short
|
YEAR ENDED OCTOBER 31,
|
2014
(1)
|
2015
|
PER-SHARE DATA ($)
|
|
|
Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed to investors, and how its share price changed.
|
|
|
Share price (NAV) at beginning of year
|
10.00
|
10.01
|
Plus:
|
|
|
Income from investment operations
|
|
|
Net investment income (loss)
(7)
|
(0.08)
|
(0.13)
|
Net gains (losses)—realized and unrealized
|
0.09
|
(0.38)
|
Subtotal: income (loss) from investment operations
|
0.01
|
(0.51)
|
Minus:
|
|
|
Distributions to shareholders
|
|
|
Income dividends
|
—
|
—
|
Net capital gain distributions
|
—
|
0.11
|
Subtotal: distributions to shareholders
|
—
|
0.11
|
Equals:
|
|
|
Share price (NAV) at end of period
|
10.01
|
9.39
|
RATIOS (% OF AVERAGE NET ASSETS)
|
|
|
The ratios show the Fund’s expenses and net investment income (loss)—as they actually are as well as how they would have been if certain expense reimbursement arrangements had not been in effect.
|
|
|
Net expenses—actual
|
3.25
(5)(8)
|
3.22
|
Net expenses (excluding expenses on securities sold short)—actual
|
2.69
(5)(8)
|
2.40
|
Gross expenses
(2)
|
9.43
(5)(8)
|
7.20
|
Gross expenses (excluding expenses on securities sold short)
|
8.88
(5)(8)
|
6.38
|
Net investment income (loss)—actual
|
(1.21)
(5)(8)
|
(1.30)
|
OTHER DATA
|
|
|
Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were reinvested. The turnover rate reflects how actively the Fund bought and sold securities.
|
|
|
Total return (%)
(3)(4)
|
0.10
(6)
|
(5.15)
|
Net assets at end of year (in millions of dollars)
|
8.5
|
13.2
|
Portfolio turnover rate (including securities sold short)(%)
|
264
(6)
|
490
|
Portfolio turnover rate (excluding securities sold short)(%)
|
213
(6)
|
517
|
(1)
|
Period from 5/1/2014 (commencement of operations) to 12/31/2014.
|
(2)
|
Shows what this ratio would have been if there had been no expense reimbursement.
|
(3)
|
Would have been lower if the Manager had not reimbursed certain expenses.
|
(4)
|
Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.
|
(5)
|
Annualized.
|
(6)
|
Not annualized.
|
(7)
|
Calculated based on the average number of shares outstanding during the fiscal period.
|
(8)
|
Organization expenses, which are non-recurring expenses, are included in the ratio on a non-annualized basis.
|
■
|
suspend the offering of shares
|
■
|
reject any exchange or investment order
|
■
|
satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
|
■
|
change, suspend, or revoke the exchange privilege
|
■
|
suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission (“SEC”)
|
■
|
a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affected the Fund’s performance during the last fiscal year
|
■
|
Fund performance data and financial statements
|
■
|
portfolio holdings.
|
■
|
various types of securities and practices, and their risks
|
■
|
investment limitations and additional policies
|
■
|
information about the Fund’s management and business structure.
|
Guardian Portfolio—I Class Shares
|
Fund Summary
|
|
Guardian Portfolio
|
2
|
Descriptions of Certain Practices and Security Types
|
7
|
Additional Information about Principal Investment Risks
|
7
|
Information about Additional Risks
|
9
|
Description of Benchmark Index
|
10
|
Management of the Fund
|
10
|
Financial Highlights
|
11
|
Your Investment
|
|
Buying and Selling Fund Shares
|
12
|
Share Prices
|
12
|
Fund Structure
|
13
|
Distributions and Taxes
|
13
|
Portfolio Holdings Policy
|
14
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a % of the value of your investment)
|
|
Management fees
|
0.85
|
Distribution and/or shareholder service (12b-1) fees
|
None
|
Other expenses
|
0.30
|
Total annual operating expenses
|
1.15
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Expenses
|
$117
|
$365
|
$633
|
$1,398
|
Guardian Portfolio
|
1 Year
|
5 Years
|
10 Years
|
Class I
|
-4.97
|
9.49
|
6.38
|
S&P 500
®
Index (reflects no deduction for fees, expenses or taxes)
|
1.38
|
12.57
|
7.31
|
*
|
Returns would have been lower if Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods shown.
|
Year Ended December 31,
|
2011
|
2012
|
2013
|
2014
|
2015
|
|
PER SHARE DATA ($)
|
|
|
|
|
|
|
Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed to investors, and how its share price changed.
|
|
|
|
|
|
|
Share price (NAV) at beginning of year
|
18.94
|
18.29
|
20.40
|
26.69
|
24.09
|
|
Plus:
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
Net investment income (loss)
(3)
|
0.05
|
0.17
|
0.09
|
0.16
|
0.09
|
|
Net gains (losses)—realized and unrealized
|
(0.61)
|
2.16
|
7.70
|
1.79
|
(1.28)
|
|
Subtotal: income (loss) from investment operations
|
(0.56)
|
2.33
|
7.79
|
1.95
|
(1.19)
|
|
Minus:
|
|
|
|
|
|
|
Distributions to shareholders
|
|
|
|
|
|
|
Income dividends
|
0.09
|
0.06
|
0.20
|
0.13
|
0.17
|
|
Capital gain distributions
|
—
|
0.16
|
1.30
|
4.42
|
6.03
|
|
Subtotal: distributions to shareholders
|
0.09
|
0.22
|
1.50
|
4.55
|
6.20
|
|
Equals:
|
|
|
|
|
|
|
Share price (NAV) at end of year
|
18.29
|
20.40
|
26.69
|
24.09
|
16.70
|
|
RATIOS (% OF AVERAGE NET ASSETS)
|
|
|
|
|
|
|
The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they would have been if certain expense offset arrangements had not been in effect.
|
|
|
|
|
|
|
Net expenses—actual
|
1.13
(1)
|
1.11
(1)
|
1.11
|
1.08
|
1.15
|
|
Gross expenses
|
1.13
|
1.11
|
1.11
|
1.08
|
1.15
|
|
Net investment income (loss)—actual
|
0.26
|
0.87
|
0.38
|
0.60
|
0.42
|
|
OTHER DATA
|
|
|
|
|
|
|
Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were reinvested. The turnover rate reflects how actively the Fund bought and sold securities.
|
|
|
|
|
|
|
Total return (%)
(2)
|
(2.94)
|
12.73
|
38.81
|
9.03
|
(4.97)
|
|
Net assets at end of year (in millions of dollars)
|
15.1
|
13.3
|
15.3
|
14.0
|
11.8
|
|
Portfolio turnover rate (%)
|
27
|
32
|
31
|
37
|
51
|
(1)
|
Prior to January 1, 2013, the Fund had an expense offset arrangement in connection with its custodian contract. The impact of expense reductions related to expense offset arrangements, if any, was less than .01%.
|
(2)
|
Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.
|
(3)
|
Calculated based on the average number of shares outstanding during each fiscal period.
|
■
|
suspend the offering of shares
|
■
|
reject any exchange or investment order
|
■
|
satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
|
■
|
change, suspend, or revoke the exchange privilege
|
■
|
suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission (“SEC”)
|
■
|
a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affected the Fund’s performance during the last fiscal year
|
■
|
Fund performance data and financial statements
|
■
|
portfolio holdings.
|
■
|
various types of securities and practices, and their risks
|
■
|
investment limitations and additional policies
|
■
|
information about the Fund’s management and business structure.
|
Guardian Portfolio—S Class Shares
|
Fund Summary
|
|
Guardian Portfolio
|
2
|
Descriptions of Certain Practices and Security Types
|
7
|
Additional Information about Principal Investment Risks
|
7
|
Information about Additional Risks
|
9
|
Description of Benchmark Index
|
10
|
Management of the Fund
|
10
|
Financial Highlights
|
11
|
Your Investment
|
|
Buying and Selling Fund Shares
|
12
|
Share Prices
|
12
|
Fund Structure
|
13
|
Distributions and Taxes
|
13
|
Portfolio Holdings Policy
|
15
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a % of the value of your investment)
|
|
Management fees
|
0.85
|
Distribution and/or shareholder service (12b-1) fees
|
0.25
|
Other expenses
|
0.29
|
Total annual operating expenses
|
1.39
|
Fee waiver and/or expense reimbursement
|
0.14
|
Total annual operating expenses after fee waiver and/or expense reimbursement
1
|
1.25
|
1
|
Neuberger Berman Investment Advisers LLC (“Manager”) has contractually undertaken to waive and/or reimburse certain fees and expenses of Class S so that total annual operating expenses (excluding interest, taxes, transaction costs, brokerage commissions, dividend and interest expenses relating to short sales, acquired fund fees and expenses and extraordinary expenses, if any) are limited to 1.25% of average net assets. This undertaking lasts until 12/31/2019 and may not be terminated during its term without the consent of the Board of Trustees. The Fund has agreed that Class S will repay the Manager for fees and expenses waived or reimbursed for the class provided that repayment does not cause annual operating expenses to exceed 1.25% of the class’ average net assets. Any such repayment must be made within three years after the year in which the Manager incurred the expense.
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Expenses
|
$127
|
$397
|
$718
|
$1,630
|
Guardian Portfolio
|
1 Year
|
5 Years
|
10 Years
|
Class S
|
-5.12
|
9.34
|
6.20
|
S&P 500
®
Index (reflects no deduction for fees, expenses or taxes)
|
1.38
|
12.57
|
7.31
|
*
|
Returns would have been lower if the Manager had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods shown.
|
YEAR ENDED DECEMBER 31,
|
2011
|
2012
|
2013
|
2014
|
2015
|
|
PER-SHARE DATA ($)
|
|
|
|
|
|
|
Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed to investors, and how its share price changed.
|
|
|
|
|
|
|
Share price (NAV) at beginning of year
|
18.84
|
18.19
|
20.29
|
26.53
|
23.94
|
|
Plus:
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
Net investment income (loss)
(5)
|
0.03
|
0.14
|
0.06
|
0.12
|
0.07
|
|
Net gains (losses)—realized and unrealized
|
(0.61)
|
2.15
|
7.65
|
1.78
|
(1.28)
|
|
Subtotal: income (loss) from investment operations
|
(0.58)
|
2.29
|
7.71
|
1.90
|
(1.21)
|
|
Minus:
|
|
|
|
|
|
|
Distributions to shareholders
|
|
|
|
|
|
|
Income dividends
|
0.07
|
0.03
|
0.17
|
0.07
|
0.11
|
|
Capital gain distributions
|
—
|
0.16
|
1.30
|
4.42
|
6.03
|
|
Subtotal: distributions to shareholders
|
0.07
|
0.19
|
1.47
|
4.49
|
6.14
|
|
Equals:
|
|
|
|
|
|
|
Share price (NAV) at end of year
|
18.19
|
20.29
|
26.53
|
23.94
|
16.59
|
|
RATIOS (% OF AVERAGE NET ASSETS)
|
|
|
|
|
|
|
The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they would have been if certain expense reimbursement and/or offset arrangements had not been in effect.
|
|
|
|
|
|
|
Net expenses—actual
|
1.25
(2)
|
1.25
(2)
|
1.25
|
1.25
|
1.25
|
|
Gross expenses
(1)
|
1.38
|
1.36
|
1.36
|
1.33
|
1.39
|
|
Net investment income (loss)—actual
|
0.16
|
0.73
|
0.26
|
0.44
|
0.33
|
|
OTHER DATA
|
|
|
|
|
|
|
Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were reinvested. The turnover rate reflects how actively the Fund bought and sold securities.
|
|
|
|
|
|
|
Total return(%)
(3)(4)
|
(3.08)
|
12.60
|
38.60
|
8.89
|
(5.12)
|
|
Net assets at end of year (in millions of dollars)
|
67.6
|
69.0
|
79.9
|
67.8
|
51.3
|
|
Portfolio turnover rate (%)
|
27
|
32
|
31
|
37
|
51
|
(1)
|
Shows what this ratio would have been if there had been no expense reimbursement.
|
(2)
|
Prior to January 1, 2013, the Fund had an expense offset arrangement in connection with its custodian contract. The impact of expense reductions related to expense offset arrangements, if any, was less than .01%.
|
(3)
|
Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.
|
(4)
|
Would have been lower if the Manager had not reimbursed certain expenses.
|
(5)
|
Calculated based on the average number of shares outstanding during each fiscal period.
|
■
|
suspend the offering of shares
|
■
|
reject any exchange or investment order
|
■
|
satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
|
■
|
change, suspend, or revoke the exchange privilege
|
■
|
suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission (“SEC”)
|
■
|
a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affected the Fund’s performance during the last fiscal year
|
■
|
Fund performance data and financial statements
|
■
|
portfolio holdings.
|
■
|
various types of securities and practices, and their risks
|
■
|
investment limitations and additional policies
|
■
|
information about the Fund’s management and business structure.
|
International Equity Portfolio—S Class Shares
|
Fund Summary
|
|
International Equity Portfolio
|
2
|
Descriptions of Certain Practices and Security Types
|
7
|
Additional Information about Principal Investment Risks
|
7
|
Information about Additional Risks
|
10
|
Description of Benchmark Index
|
10
|
Management of the Fund
|
11
|
Financial Highlights
|
12
|
Your Investment
|
|
Buying and Selling Fund Shares
|
13
|
Share Prices
|
13
|
Fund Structure
|
14
|
Distributions and Taxes
|
14
|
Portfolio Holdings Policy
|
16
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a % of the value of your investment)
|
|
Management fees
|
1.15
|
Distribution and/or shareholder service (12b-1) fees
|
0.25
|
Other expenses
|
0.33
|
Total annual operating expenses
|
1.73
|
Fee waiver and/or expense reimbursement
|
0.23
|
Total annual operating expenses after fee waiver and/or expense reimbursement
1
|
1.50
|
1
|
Neuberger Berman Investment Advisers LLC (“Manager”) has contractually undertaken to waive and/or reimburse certain fees and expenses of Class S so that total annual operating expenses (excluding interest, taxes, transaction costs, brokerage commissions, dividend and interest expenses relating to short sales, acquired fund fees and expenses and extraordinary expenses, if any) are limited to 1.50% of average net assets. This undertaking lasts until 12/31/2019 and may not be terminated during its term without the consent of the Board of Trustees. The Fund has agreed that Class S will repay the Manager for fees and expenses waived or reimbursed for the class provided that repayment does not cause annual operating expenses to exceed 1.50% of the class’ average net assets. Any such repayment must be made within three years after the year in which the Manager incurred the expense.
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Expenses
|
$153
|
$474
|
$870
|
$1,980
|
International Equity Portfolio
|
1 Year
|
5 Years
|
10 Years
|
Class S
|
1.53
|
3.75
|
3.02
|
MSCI EAFE
®
Index (reflects no deduction for fees, expenses or taxes)
|
-0.39
|
4.07
|
3.50
|
*
|
Returns would have been lower if the Manager had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods shown.
|
YEAR ENDED DECEMBER 31,
|
2011
|
2012
|
2013
|
2014
|
2015
|
|
PER-SHARE DATA ($)
|
|
|
|
|
|
|
Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed to investors, and how its share price changed.
|
|
|
|
|
|
|
Share price (NAV) at beginning of year
|
10.34
|
8.45
|
9.93
|
11.54
|
11.12
|
|
Plus:
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
Net investment income (loss)
(5)
|
0.11
|
0.10
|
0.09
|
0.10
|
0.07
|
|
Net gains (losses)—realized and unrealized
|
(1.36)
|
1.46
|
1.67
|
(0.48)
|
0.10
|
|
Subtotal: income (loss) from investment operations
|
(1.25)
|
1.56
|
1.76
|
(0.38)
|
0.17
|
|
Redemption fees
|
0.00
(6)
|
—
|
—
|
—
|
—
|
|
Minus:
|
|
|
|
|
|
|
Distributions to shareholders
|
|
|
|
|
|
|
Income dividends
|
0.64
|
0.08
|
0.15
|
0.04
|
0.11
|
|
Capital gain distributions
|
—
|
—
|
—
|
—
|
0.03
|
|
Subtotal: distributions to shareholders
|
0.64
|
0.08
|
0.15
|
0.04
|
0.14
|
|
Equals:
|
|
|
|
|
|
|
Share price (NAV) at end of year
|
8.45
|
9.93
|
11.54
|
11.12
|
11.15
|
|
RATIOS (% OF AVERAGE NET ASSETS)
|
|
|
|
|
|
|
The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they would have been if certain expense reimbursement and/or waiver and/or offset arrangements had not been in effect.
|
|
|
|
|
|
|
Net expenses—actual
|
1.50
(2)
|
1.51
(2)
|
1.50
|
1.50
|
1.50
|
|
Gross expenses
(1)
|
2.89
|
2.55
|
2.48
|
1.77
|
1.73
|
|
Net investment income (loss)—actual
|
1.09
|
1.11
|
0.88
|
0.90
|
0.61
|
|
OTHER DATA
|
|
|
|
|
|
|
Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were reinvested. The turnover rate reflects how actively the Fund bought and sold securities.
|
|
|
|
|
|
|
Total return (%)
(3)(4)
|
(12.33)
|
18.48
|
17.83
|
(3.27)
|
1.53
|
|
Net assets at end of year (in millions of dollars)
|
19.9
|
19.7
|
22.0
|
77.3
|
76.5
|
|
Portfolio turnover rate (%)
|
45
|
33
|
33
|
35
|
27
|
(1)
|
Shows what this ratio would have been if there had been no expense reimbursement and/or waiver of a portion of investment management fees.
|
(2)
|
Prior to January 1, 2013, the Fund had an expense offset arrangement in connection with its custodian contract. The impact of expense reductions related to expense offset arrangements, if any, was less than .01%.
|
(3)
|
Would have been lower if Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of investment management fees.
|
(4)
|
Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.
|
(5)
|
Calculated based on the average number of shares outstanding during each fiscal period.
|
(6)
|
Prior to May 1, 2011, the Fund charged a redemption fee of 2% on shares redeemed or exchanged for shares of another fund within 60 days or less of the purchase date. As of May 1, 2011, the Fund no longer charges a redemption fee.
|
■
|
suspend the offering of shares
|
■
|
reject any exchange or investment order
|
■
|
satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
|
■
|
change, suspend, or revoke the exchange privilege
|
■
|
suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission (“SEC”)
|
■
|
a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affected the Fund’s performance during the last fiscal year
|
■
|
Fund performance data and financial statements
|
■
|
portfolio holdings.
|
■
|
various types of securities and practices, and their risks
|
■
|
investment limitations and additional policies
|
■
|
information about the Fund’s management and business structure.
|
Large Cap Value Portfolio—I Class Shares
|
Fund Summary
|
|
Large Cap Value Portfolio
|
2
|
Descriptions of Certain Practices and Security Types
|
7
|
Additional Information about Principal Investment Risks
|
7
|
Information about Additional Risks
|
10
|
Description of Benchmark Index
|
10
|
Management of the Fund
|
10
|
Financial Highlights
|
12
|
Your Investment
|
|
Buying and Selling Fund Shares
|
13
|
Share Prices
|
13
|
Fund Structure
|
14
|
Distributions and Taxes
|
14
|
Portfolio Holdings Policy
|
15
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a % of the value of your investment)
|
|
Management fees
|
0.85
|
Distribution and/or shareholder service (12b-1) fees
|
None
|
Other expenses
|
0.29
|
Total annual operating expenses
|
1.14
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Expenses
|
$116
|
$362
|
$628
|
$1,386
|
Large Cap Value Portfolio
|
1 Year
|
5 Years
|
10 Years
|
Class I
|
-11.80
|
5.60
|
3.31
|
Russell 1000
®
Value Index (reflects no deduction for fees, expenses or taxes)
|
-3.83
|
11.27
|
6.16
|
*
|
Returns would have been lower if Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods shown.
|
YEAR ENDED DECEMBER 31,
|
2011
|
2012
|
2013
|
2014
|
2015
|
|
PER-SHARE DATA ($)
|
|
|
|
|
|
|
Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed to investors, and how its share price changed.
|
|
|
|
|
|
|
Share price (NAV) at beginning of year
|
11.27
|
9.99
|
11.60
|
15.04
|
16.39
|
|
Plus:
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
Net investment income (loss)
(3)
|
0.03
|
0.12
|
0.10
|
0.11
|
0.14
|
|
Net gains (losses)—realized and unrealized
|
(1.31)
|
1.54
|
3.50
|
1.36
|
(2.00)
|
|
Subtotal: income (loss) from investment operations
|
(1.28)
|
1.66
|
3.60
|
1.47
|
(1.86)
|
|
Minus:
|
|
|
|
|
|
|
Distributions to shareholders
|
|
|
|
|
|
|
Income dividends
|
—
|
0.05
|
0.16
|
0.12
|
0.12
|
|
Capital gain distributions
|
—
|
—
|
—
|
—
|
1.22
|
|
Subtotal: distributions to shareholders
|
—
|
0.05
|
0.16
|
0.12
|
1.34
|
|
Equals:
|
|
|
|
|
|
|
Share price (NAV) at end of year
|
9.99
|
11.60
|
15.04
|
16.39
|
13.19
|
|
RATIOS (% OF AVERAGE NET ASSETS)
|
|
|
|
|
|
|
The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they would have been if certain expense offset arrangements had not been in effect.
|
|
|
|
|
|
|
Net expenses—actual
|
1.13
(1)
|
1.15
(1)
|
1.13
|
1.10
|
1.14
|
|
Gross expenses
|
1.13
|
1.15
|
1.13
|
1.10
|
1.14
|
|
Net investment income (loss)—actual
|
0.29
|
1.15
|
0.78
|
0.71
|
0.89
|
|
OTHER DATA
|
|
|
|
|
|
|
Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were reinvested. The turnover rate reflects how actively the Fund bought and sold securities.
|
|
|
|
|
|
|
Total return (%)
(2)
|
(11.36)
|
16.60
|
31.14
|
9.85
|
(11.80)
|
|
Net assets at end of year (in millions of dollars)
|
75.3
|
61.9
|
69.9
|
70.3
|
53.3
|
|
Portfolio turnover rate (%)
|
102
|
124
|
165
|
130
|
153
|
(1)
|
Prior to January 1, 2013, the Fund had an expense offset arrangement in connection with its custodian contract. The impact of expense reductions related to expense offset arrangements, if any, was less than .01%.
|
(2)
|
Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.
|
(3)
|
Calculated based on the average number of shares outstanding during each fiscal period.
|
■
|
suspend the offering of shares
|
■
|
reject any exchange or investment order
|
■
|
satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
|
■
|
change, suspend, or revoke the exchange privilege
|
■
|
suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission (“SEC”)
|
■
|
a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affected the Fund’s performance during the last fiscal year
|
■
|
Fund performance data and financial statements
|
■
|
portfolio holdings.
|
■
|
various types of securities and practices, and their risks
|
■
|
investment limitations and additional policies
|
■
|
information about the Fund’s management and business structure.
|
Mid Cap Growth Portfolio—I Class Shares
|
Fund Summary
|
|
Mid Cap Growth Portfolio
|
2
|
Descriptions of Certain Practices and Security Types
|
7
|
Additional Information about Principal Investment Risks
|
7
|
Information about Additional Risks
|
9
|
Descriptions of Benchmark Indices
|
9
|
Management of the Fund
|
10
|
Financial Highlights
|
11
|
Your Investment
|
|
Buying and Selling Fund Shares
|
12
|
Share Prices
|
12
|
Fund Structure
|
13
|
Distributions and Taxes
|
13
|
Portfolio Holdings Policy
|
14
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a % of the value of your investment)
|
|
Management fees
|
0.84
|
Distribution and/or shareholder service (12b-1) fees
|
None
|
Acquired fund fees and expenses
|
0.01
|
Other expenses
|
0.13
|
Total annual operating expenses
|
0.98
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Expenses
|
$100
|
$312
|
$542
|
$1,201
|
Mid Cap Growth Portfolio
|
1 Year
|
5 Years
|
10 Years
|
Class I
|
1.28
|
10.29
|
8.24
|
Russell Midcap
®
Growth Index (reflects no deduction for fees, expenses or taxes)
|
-0.20
|
11.54
|
8.16
|
Russell Midcap
®
Index (reflects no deduction for fees, expenses or taxes)
|
-2.44
|
11.44
|
8.00
|
*
|
Returns would have been lower if Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods shown.
|
YEAR ENDED DECEMBER 31,
|
2011
|
2012
|
2013
|
2014
|
2015
|
|
PER-SHARE DATA ($)
|
|
|
|
|
|
|
Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed to investors, and how its share price changed.
|
|
|
|
|
|
|
Share price (NAV) at beginning of year
|
27.42
|
27.55
|
30.97
|
41.07
|
24.50
|
|
Plus:
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
Net investment income (loss)
(3)
|
(0.15)
|
(0.10)
|
(0.19)
|
(0.19)
|
(0.14)
|
|
Net gains (losses)—realized and unrealized
|
0.28
|
3.52
|
10.29
|
1.08
|
0.49
|
|
Subtotal: income (loss) from investment operations
|
0.13
|
3.42
|
10.10
|
0.89
|
0.35
|
|
Voluntary contribution from Management
|
—
|
—
|
—
|
0.00
|
0.02
|
|
Minus:
|
|
|
|
|
|
|
Distributions to shareholders
|
|
|
|
|
|
|
Capital gain distributions
|
—
|
—
|
—
|
17.46
|
2.14
|
|
Subtotal: distributions to shareholders
|
—
|
—
|
—
|
17.46
|
2.14
|
|
Equals:
|
|
|
|
|
|
|
Share price (NAV) at end of year
|
27.55
|
30.97
|
41.07
|
24.50
|
22.73
|
|
RATIOS (% OF AVERAGE NET ASSETS)
|
|
|
|
|
|
|
The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they would have been if certain expense offset arrangements had not been in effect.
|
|
|
|
|
|
|
Net expenses—actual
|
1.01
(1)
|
0.99
(1)
|
0.99
|
1.00
|
0.98
|
|
Gross expenses
|
1.01
|
0.99
|
0.99
|
1.00
|
0.98
|
|
Net investment income (loss)—actual
|
(0.54)
|
(0.34)
|
(0.57)
|
(0.53)
|
(0.54)
|
|
OTHER DATA
|
|
|
|
|
|
|
Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were reinvested. The turnover rate reflects how actively the Fund bought and sold securities.
|
|
|
|
|
|
|
Total return(%)
(2)
|
0.47
|
12.41
|
32.61
|
7.58
|
1.28
|
|
Net assets at end of year (in millions of dollars)
|
233.2
|
229.0
|
68.6
|
69.6
|
112.6
|
|
Portfolio turnover rate (%)
|
35
|
38
|
43
|
64
|
58
|
(1)
|
Prior to January 1, 2013, the Fund had an expense offset arrangement in connection with its custodian contract. The impact of expense reductions related to expense offset arrangements, if any, was less than .01%.
|
(2)
|
Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.
|
(3)
|
Calculated based on the average number of shares outstanding during each fiscal period.
|
■
|
suspend the offering of shares
|
■
|
reject any exchange or investment order
|
■
|
satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
|
■
|
change, suspend, or revoke the exchange privilege
|
■
|
suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission (“SEC”)
|
■
|
a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affected the Fund’s performance during the last fiscal year
|
■
|
Fund performance data and financial statements
|
■
|
portfolio holdings.
|
■
|
various types of securities and practices, and their risks
|
■
|
investment limitations and additional policies
|
■
|
information about the Fund’s management and business structure.
|
Mid Cap Growth Portfolio—S Class Shares
|
Fund Summary
|
|
Mid Cap Growth Portfolio
|
2
|
Descriptions of Certain Practices and Security Types
|
7
|
Additional Information about Principal Investment Risks
|
7
|
Information about Additional Risks
|
9
|
Descriptions of Benchmark Indices
|
9
|
Management of the Fund
|
10
|
Financial Highlights
|
11
|
Your Investment
|
|
Buying and Selling Fund Shares
|
12
|
Share Prices
|
12
|
Fund Structure
|
13
|
Distributions and Taxes
|
13
|
Portfolio Holdings Policy
|
15
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a % of the value of your investment
)
|
|
Management fees
|
0.84
|
Distribution and/or shareholder service (12b-1) fees
|
0.25
|
Acquired fund fees and expenses
|
0.01
|
Other expenses
|
0.13
|
Total annual operating expenses
|
1.23
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Expenses
|
$125
|
$390
|
$676
|
$1,489
|
Mid Cap Growth Portfolio
|
1 Year
|
5 Years
|
10 Years
|
Class S
|
1.00
|
10.01
|
7.97
|
Russell Midcap
®
Growth Index (reflects no deduction for fees, expenses or taxes)
|
-0.20
|
11.54
|
8.16
|
Russell Midcap
®
Index (reflects no deduction for fees, expenses or taxes)
|
-2.44
|
11.44
|
8.00
|
*
|
Returns would have been lower if Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods shown.
|
YEAR ENDED DECEMBER 31,
|
2011
|
2012
|
2013
|
2014
|
2015
|
|
PER-SHARE DATA ($)
|
|
|
|
|
|
|
Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed to investors, and how its share price changed.
|
|
|
|
|
|
|
Share price (NAV) at beginning of year
|
26.87
|
26.94
|
30.21
|
39.95
|
23.20
|
|
Plus:
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
Net investment income (loss)
(5)
|
(0.21)
|
(0.17)
|
(0.26)
|
(0.27)
|
(0.19)
|
|
Net gains (losses)—realized and unrealized
|
0.28
|
3.44
|
10.00
|
0.98
|
0.46
|
|
Subtotal: income (loss) from investment operations
|
0.07
|
3.27
|
9.74
|
0.71
|
0.27
|
|
Voluntary contribution from Management
|
—
|
—
|
—
|
0.00
|
0.02
|
|
Minus:
|
|
|
|
|
|
|
Distributions to shareholders
|
|
|
|
|
|
|
Capital gain distributions
|
—
|
—
|
—
|
17.46
|
2.14
|
|
Subtotal: distributions to shareholders
|
—
|
—
|
—
|
17.46
|
2.14
|
|
Equals:
|
|
|
|
|
|
|
Share price (NAV) at end of year
|
26.94
|
30.21
|
39.95
|
23.20
|
21.35
|
|
RATIOS (% OF AVERAGE NET ASSETS)
|
|
|
|
|
|
|
The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they would have been if certain expense reimbursement/repayment and/or offset arrangements had not been in effect.
|
|
|
|
|
|
|
Net expenses—actual
|
1.25
(2)
|
1.25
(2)
|
1.25
|
1.25
|
1.24
|
|
Gross expenses
(1)
|
1.26
|
1.24
|
1.26
|
1.25
|
1.24
|
|
Net investment income (loss)—actual
|
(0.78)
|
(0.57)
|
(0.76)
|
(0.78)
|
(0.80)
|
|
OTHER DATA
|
|
|
|
|
|
|
Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were reinvested. The turnover rate reflects how actively the Fund bought and sold securities.
|
|
|
|
|
|
|
Total return(%)
(3)(4)
|
0.26
|
12.14
|
32.24
|
7.31
|
1.00
|
|
Net assets at end of year (in millions of dollars)
|
64.2
|
88.2
|
127.8
|
149.3
|
236.6
|
|
Portfolio turnover rate (%)
|
35
|
38
|
43
|
64
|
58
|
(1)
|
Shows what this ratio would have been if there had been no expense reimbursement/repayment.
|
(2)
|
Prior to January 1, 2013, the Fund had an expense offset arrangement in connection with its custodian contract. The impact of expense reductions related to expense offset arrangements, if any, was less than .01%.
|
(3)
|
Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.
|
(4)
|
Would have been lower/higher if the Manager had not reimbursed/repaid certain expenses.
|
(5)
|
Calculated based on the average number of shares outstanding during each fiscal period.
|
■
|
suspend the offering of shares
|
■
|
reject any exchange or investment order
|
■
|
satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
|
■
|
change, suspend, or revoke the exchange privilege
|
■
|
suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission (“SEC”)
|
■
|
a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affected the Fund’s performance during the last fiscal year
|
■
|
Fund performance data and financial statements
|
■
|
portfolio holdings.
|
■
|
various types of securities and practices, and their risks
|
■
|
investment limitations and additional policies
|
■
|
information about the Fund’s management and business structure.
|
Mid Cap Intrinsic Value Portfolio—I Class Shares
|
Fund Summary
|
|
Mid Cap Intrinsic Value Portfolio
|
2
|
Descriptions of Certain Practices and Security Types
|
7
|
Additional Information about Principal Investment Risks
|
7
|
Information about Additional Risks
|
10
|
Descriptions of Benchmark Indices
|
10
|
Management of the Fund
|
10
|
Financial Highlights
|
12
|
Your Investment
|
|
Buying and Selling Fund Shares
|
13
|
Share Prices
|
13
|
Fund Structure
|
14
|
Distributions and Taxes
|
14
|
Portfolio Holdings Policy
|
15
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a % of the value of your investment)
|
|
Management fees
|
0.85
|
Distribution and/or shareholder service (12b-1) fees
|
None
|
Other expenses
|
0.18
|
Total annual operating expenses
|
1.03
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Expenses
|
$105
|
$328
|
$569
|
$1,259
|
■
|
Complex Companies:
These companies typically have multiple lines of business that are in different industries or sectors and/or that have different growth rates and profitability characteristics.
|
■
|
Cyclical Companies:
These companies typically have ebbs and flows in their business depending on demand patterns for their products, the length of product cycles, or other transient factors.
|
■
|
Companies in a Period of Interrupted Growth:
Typically, these are companies in attractive, high growth markets that have suffered what the Portfolio Manager believes is a temporary setback and/or are in transition to a more mature, lower growth business model that focuses more on current earnings than on rapid growth.
|
Mid Cap Intrinsic Value Portfolio
|
1 Year
|
5 Years
|
10 Years
|
Class I
|
-8.34
|
9.09
|
5.92
|
Russell Midcap
®
Value Index (reflects no deduction for fees, expenses or taxes)
|
-4.78
|
11.25
|
7.61
|
Russell Midcap
®
Index (reflects no deduction for fees, expenses or taxes)
|
-2.44
|
11.44
|
8.00
|
*
|
Returns would have been lower if Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods shown.
|
YEAR ENDED DECEMBER 31,
|
2011
|
2012
|
2013
|
2014
|
2015
|
|
PER SHARE DATA ($)
|
|
|
|
|
|
|
Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed to investors, and how its share price changed.
|
|
|
|
|
|
|
Share price (NAV) at beginning of year
|
15.36
|
14.26
|
12.09
|
16.38
|
17.87
|
|
Plus:
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
Net investment income (loss)
(3)
|
0.06
|
0.18
|
0.17
|
0.20
|
0.07
|
|
Net gains (losses)—realized and unrealized
|
(1.06)
|
1.94
|
4.30
|
1.98
|
(1.53)
|
|
Subtotal: income (loss) from investment operations
|
(1.00)
|
2.12
|
4.47
|
2.18
|
(1.46)
|
|
Minus:
|
|
|
|
|
|
|
Distributions to shareholders
|
|
|
|
|
|
|
Income dividends
|
0.10
|
0.10
|
0.18
|
0.19
|
0.14
|
|
Capital gain distributions
|
—
|
4.19
|
—
|
0.50
|
0.42
|
|
Subtotal: distributions to shareholders
|
0.10
|
4.29
|
0.18
|
0.69
|
0.56
|
|
Equals:
|
|
|
|
|
|
|
Share price (NAV) at end of year
|
14.26
|
12.09
|
16.38
|
17.87
|
15.85
|
|
RATIOS (% OF AVERAGE NET ASSETS)
|
|
|
|
|
|
|
The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they would have been if certain expense offset arrangements had not been in effect.
|
|
|
|
|
|
|
Net expenses—actual
|
1.07
(1)
|
1.07
(1)
|
1.03
|
1.02
|
1.03
|
|
Gross expenses
|
1.07
|
1.07
|
1.03
|
1.02
|
1.03
|
|
Net investment income (loss)—actual
|
0.42
|
1.27
|
1.16
|
1.20
|
0.42
|
|
OTHER DATA
|
|
|
|
|
|
|
Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were reinvested. The turnover rate reflects how actively the Fund bought and sold securities.
|
|
|
|
|
|
|
Total return (%)
(2)
|
(6.50)
|
15.53
|
37.05
|
13.84
|
(8.34)
|
|
Net assets at end of year (in millions of dollars)
|
70.0
|
68.0
|
84.1
|
92.4
|
90.7
|
|
Portfolio turnover rate (%)
|
95
|
29
|
35
|
30
|
41
|
(1)
|
Prior to January 1, 2013, the Fund had an expense offset arrangement in connection with its custodian contract. The impact of expense reductions related to expense offset arrangements, if any, was less than .01%.
|
(2)
|
Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.
|
(3)
|
Calculated based on the average number of shares outstanding during each fiscal period.
|
■
|
suspend the offering of shares
|
■
|
reject any exchange or investment order
|
■
|
satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
|
■
|
change, suspend, or revoke the exchange privilege
|
■
|
suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission (“SEC”)
|
■
|
a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affected the Fund’s performance during the last fiscal year
|
■
|
Fund performance data and financial statements
|
■
|
portfolio holdings.
|
■
|
various types of securities and practices, and their risks
|
■
|
investment limitations and additional policies
|
■
|
information about the Fund’s management and business structure.
|
Mid Cap Intrinsic Value Portfolio—S Class Shares
|
Fund Summary
|
|
Mid Cap Intrinsic Value Portfolio
|
2
|
Descriptions of Certain Practices and Security Types
|
8
|
Additional Information about Principal Investment Risks
|
8
|
Information about Additional Risks
|
11
|
Descriptions of Benchmark Indices
|
11
|
Management of the Fund
|
11
|
Financial Highlights
|
13
|
Your Investment
|
|
Buying and Selling Fund Shares
|
14
|
Share Prices
|
14
|
Fund Structure
|
15
|
Distributions and Taxes
|
15
|
Portfolio Holdings Policy
|
17
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a % of the value of your investment)
|
|
Management fees
|
0.85
|
Distribution and/or shareholder service (12b-1) fees
|
0.25
|
Other expenses
|
0.18
|
Total annual operating expenses
|
1.28
|
Fee waiver and/or expense reimbursement
|
0.03
|
Total annual operating expenses after fee waiver and/or expense reimbursement
1
|
1.25
|
1
|
Neuberger Berman Investment Advisers LLC (“Manager”) has contractually undertaken to waive and/or reimburse certain fees and expenses of Class S so that total annual operating expenses (excluding interest, taxes, transaction costs, brokerage commissions, dividend and interest expenses relating to short sales, acquired fund fees and expenses and extraordinary expenses, if any) are limited to 1.25% of average net assets. This undertaking lasts until 12/31/2020 and may not be terminated during its term without the consent of the Board of Trustees. The Fund has agreed that Class S will repay the Manager for fees and expenses waived or reimbursed for the class provided that repayment does not cause annual operating expenses to exceed 1.25% of the class’ average net assets. Any such repayment must be made within three years after the year in which the Manager incurred the expense.
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Expenses
|
$127
|
$397
|
$690
|
$1,534
|
■
|
Complex Companies:
These companies typically have multiple lines of business that are in different industries or sectors and/or that have different growth rates and profitability characteristics.
|
■
|
Cyclical Companies:
These companies typically have ebbs and flows in their business depending on demand patterns for their products, the length of product cycles, or other transient factors.
|
■
|
Companies in a Period of Interrupted Growth:
Typically, these are companies in attractive, high growth markets that have suffered what the Portfolio Manager believes is a temporary setback and/or are in transition to a more mature, lower growth business model that focuses more on current earnings than on rapid growth.
|
Mid Cap Intrinsic Value Portfolio
|
1 Year
|
5 Years
|
10 Years
|
Class S
|
-8.52
|
8.86
|
5.69
|
Russell Midcap
®
Value Index (reflects no deduction for fees, expenses or taxes)
|
-4.78
|
11.25
|
7.61
|
Russell Midcap
®
Index (reflects no deduction for fees, expenses or taxes)
|
-2.44
|
11.44
|
8.00
|
*
|
Returns would have been lower if the Manager had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods shown.
|
YEAR ENDED DECEMBER 31,
|
2011
|
2012
|
2013
|
2014
|
2015
|
|
PER-SHARE DATA ($)
|
|
|
|
|
|
|
Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed to investors, and how its share price changed.
|
|
|
|
|
|
|
Share price (NAV) at beginning of year
|
16.59
|
15.41
|
13.43
|
18.20
|
19.95
|
|
Plus:
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
Net investment income (loss)
(5)
|
0.05
|
0.17
|
0.15
|
0.18
|
0.04
|
|
Net gains (losses)—realized and unrealized
|
(1.16)
|
2.10
|
4.77
|
2.21
|
(1.72)
|
|
Subtotal: income (loss) from investment operations
|
(1.11)
|
2.27
|
4.92
|
2.39
|
(1.68)
|
|
Minus:
|
|
|
|
|
|
|
Distributions to shareholders
|
|
|
|
|
|
|
Income dividends
|
0.07
|
0.06
|
0.15
|
0.14
|
0.07
|
|
Capital gain distributions
|
—
|
4.19
|
—
|
0.50
|
0.42
|
|
Subtotal: distributions to shareholders
|
0.07
|
4.25
|
0.15
|
0.64
|
0.49
|
|
Equals:
|
|
|
|
|
|
|
Share price (NAV) at end of year
|
15.41
|
13.43
|
18.20
|
19.95
|
17.78
|
|
RATIOS (% OF AVERAGE NET ASSETS)
|
|
|
|
|
|
|
The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they would have been if certain expense reimbursement and/or offset arrangements had not been in effect.
|
|
|
|
|
|
|
Net expenses—actual
|
1.25
(2)
|
1.25
(2)
|
1.25
|
1.25
|
1.25
|
|
Gross expenses
(1)
|
1.32
|
1.32
|
1.28
|
1.27
|
1.28
|
|
Net investment income (loss)—actual
|
0.32
|
1.09
|
0.95
|
0.97
|
0.18
|
|
OTHER DATA
|
|
|
|
|
|
|
Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were reinvested. The turnover rate reflects how actively the Fund bought and sold securities.
|
|
|
|
|
|
|
Total return (%)
(3)(4)
|
(6.70)
|
15.37
|
36.71
|
13.56
|
(8.52)
|
|
Net assets at end of year (in millions of dollars)
|
55.2
|
53.5
|
62.5
|
62.9
|
55.6
|
|
Portfolio turnover rate (%)
|
95
|
29
|
35
|
30
|
41
|
(1)
|
Shows what this ratio would have been if there had been no expense reimbursement.
|
(2)
|
Prior to January 1, 2013, the Fund had an expense offset arrangement in connection with its custodian contract. The impact of expense reductions related to expense offset arrangements, if any, was less than .01%.
|
(3)
|
Would have been lower if the Manager had not reimbursed certain expenses.
|
(4)
|
Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.
|
(5)
|
Calculated based on the average number of shares outstanding during each fiscal period.
|
■
|
suspend the offering of shares
|
■
|
reject any exchange or investment order
|
■
|
satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
|
■
|
change, suspend, or revoke the exchange privilege
|
■
|
suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission (“SEC”)
|
■
|
a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affected the Fund’s performance during the last fiscal year
|
■
|
Fund performance data and financial statements
|
■
|
portfolio holdings.
|
■
|
various types of securities and practices, and their risks
|
■
|
investment limitations and additional policies
|
■
|
information about the Fund’s management and business structure.
|
Real Estate Portfolio—S Class Shares
|
Fund Summary
|
|
Real Estate Portfolio
|
2
|
Descriptions of Certain Practices and Security Types
|
7
|
Additional Information about Principal Investment Risks
|
7
|
Information about Additional Risks
|
10
|
Management of the Fund
|
11
|
Financial Highlights
|
12
|
Your Investment
|
|
Buying and Selling Fund Shares
|
13
|
Share Prices
|
13
|
Fund Structure
|
14
|
Distributions and Taxes
|
14
|
Portfolio Holdings Policy
|
16
|
Related Performance
|
17
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
|
Annual Fund Operating Expenses
(expenses that you pay each year as a % of the value of your investment
)
|
|
|
Management fees
|
1.15
|
|
Distribution and/or shareholder service (12b-1) fees
|
0.25
|
|
Other expenses
2
|
0.67
|
|
Total annual operating expenses
|
2.07
|
|
Fee waiver and/or expense reimbursement
|
0.32
|
|
Total annual operating expenses after fee waiver and/or expense reimbursement
1
|
1.75
|
1
|
Neuberger Berman Investment Advisers LLC (“Manager”) has contractually undertaken to waive and/or reimburse certain fees and expenses of Class S so that total annual operating expenses (excluding interest, taxes, transaction costs, brokerage commissions, dividend and interest expenses relating to short sales, acquired fund fees and expenses and extraordinary expenses, if any) are limited to 1.75% of average net assets. This undertaking lasts until 12/31/2019 and may not be terminated during its term without the consent of the Board of Trustees. The Fund has agreed that Class S will repay the Manager for fees and expenses waived or reimbursed for the class provided that repayment does not cause annual operating expenses to exceed 1.75% of the class’ average net assets. Any such repayment must be made within three years after the year in which the Manager incurred the expense.
|
2
|
Since the Fund had not commenced investment operations as of December 31, 2015, “Other expenses” are based on estimated amounts for the current fiscal year.
|
|
1 Year
|
3 Years
|
Expenses
|
$178
|
$551
|
■
|
suspend the offering of shares
|
■
|
reject any exchange or investment order
|
■
|
satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
|
■
|
change, suspend, or revoke the exchange privilege
|
■
|
suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission (“SEC”)
|
Neuberger Berman Real Estate Fund
|
1 Year
|
5 Years
|
10 Years
|
Trust Class
|
3.12
|
10.23
|
8.16
|
FTSE
®
NAREIT All Equity REITs Index (reflects no deduction for fees, expenses or taxes)
|
2.83
|
11.91
|
7.38
|
Index Description:
The FTSE
®
NAREIT All Equity REITs Index is a free float-adjusted market capitalization-weighted index that tracks the performance of all equity real estate investment trusts (REITs) that are listed on the New York Stock Exchange, the NYSE Arca or the NASDAQ National Market List. Equity REITs include all tax-qualified REITs with more than 50 percent of total assets in qualifying real estate assets other than mortgages secured by real property.
|
*
|
Returns would have been lower if Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods shown.
|
■
|
a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affected the Fund’s performance during the last fiscal year
|
■
|
Fund performance data and financial statements
|
■
|
portfolio holdings.
|
■
|
various types of securities and practices, and their risks
|
■
|
investment limitations and additional policies
|
■
|
information about the Fund’s management and business structure.
|
Short Duration Bond Portfolio—I Class Shares
|
Fund Summary
|
|
Short Duration Bond Portfolio
|
2
|
Descriptions of Certain Practices and Security Types
|
8
|
Additional Information about Principal Investment Risks
|
8
|
Information about Additional Risks
|
11
|
Description of Benchmark Index
|
11
|
Management of the Fund
|
12
|
Financial Highlights
|
13
|
Your Investment
|
|
Buying and Selling Fund Shares
|
14
|
Share Prices
|
14
|
Fund Structure
|
15
|
Distributions and Taxes
|
15
|
Portfolio Holdings Policy
|
16
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a % of the value of your investment)
|
|
Management fees
|
0.65
|
Distribution and/or shareholder service (12b-1) fees
|
None
|
Other expenses
|
0.19
|
Total annual operating expenses
|
0.84
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Expenses
|
$86
|
$268
|
$466
|
$1,037
|
Short Duration Bond Portfolio
|
1 Year
|
5 Years
|
10 Years
|
Class I
|
0.18
|
1.25
|
1.84
|
Barclays 1-3 Year U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes)
|
0.65
|
0.98
|
2.74
|
*
|
Returns would have been lower if Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods shown.
|
YEAR ENDED DECEMBER 31,
|
2011
|
2012
|
2013
|
2014
|
2015
|
|
PER-SHARE DATA ($)
|
|
|
|
|
|
|
Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed to investors, and how its share price changed.
|
|
|
|
|
|
|
Share price (NAV) at beginning of year
|
11.20
|
10.79
|
10.95
|
10.78
|
10.66
|
|
Plus:
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
Net investment income (loss)
(3)
|
0.19
|
0.13
|
0.07
|
0.07
|
0.02
|
|
Net gains (losses)—realized and unrealized
|
(0.16)
|
0.37
|
(0.00)
|
0.00
|
0.00
|
|
Subtotal: income (loss) from investment operations
|
0.03
|
0.50
|
0.07
|
0.07
|
0.02
|
|
Minus:
|
|
|
|
|
|
|
Distributions to shareholders
|
|
|
|
|
|
|
Income dividends
|
0.44
|
0.34
|
0.24
|
0.19
|
0.16
|
|
Subtotal: distributions to shareholders
|
0.44
|
0.34
|
0.24
|
0.19
|
0.16
|
|
Equals:
|
|
|
|
|
|
|
Share price (NAV) at end of year
|
10.79
|
10.95
|
10.78
|
10.66
|
10.52
|
|
RATIOS (% OF AVERAGE NET ASSETS)
|
|
|
|
|
|
|
The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they would have been if certain expense offset arrangements had not been in effect.
|
|
|
|
|
|
|
Net expenses—actual
|
0.81
(1)
|
0.82
(1)
|
0.80
|
0.82
|
0.84
|
|
Gross expenses
|
0.81
|
0.82
|
0.80
|
0.82
|
0.84
|
|
Net investment income (loss)—actual
|
1.73
|
1.20
|
0.64
|
0.69
|
0.19
|
|
OTHER DATA
|
|
|
|
|
|
|
Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were reinvested. The turnover rate reflects how actively the Fund bought and sold securities.
|
|
|
|
|
|
|
Total return (%)
(2)
|
0.29
|
4.61
|
0.62
|
0.61
|
0.18
|
|
Net assets at end of year (in millions of dollars)
|
245.6
|
226.6
|
227.7
|
184.6
|
160.0
|
|
Portfolio turnover rate (%)
|
74
|
67
|
72
|
58
|
65
|
(1)
|
Prior to January 1, 2013, the Fund had an expense offset arrangement in connection with its custodian contract. The impact of expense reductions related to expense offset arrangements, if any, was less than .01%.
|
(2)
|
Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.
|
(3)
|
Calculated based on the average number of shares outstanding during each fiscal period.
|
■
|
suspend the offering of shares
|
■
|
reject any exchange or investment order
|
■
|
satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
|
■
|
change, suspend, or revoke the exchange privilege
|
■
|
suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission (“SEC”)
|
■
|
a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affected the Fund’s performance during the last fiscal year
|
■
|
Fund performance data and financial statements
|
■
|
portfolio holdings.
|
■
|
various types of securities and practices, and their risks
|
■
|
investment limitations and additional policies
|
■
|
information about the Fund’s management and business structure.
|
Socially Responsive Portfolio—I Class Shares
|
Fund Summary
|
|
Socially Responsive Portfolio
|
2
|
Descriptions of Certain Practices and Security Types
|
7
|
Additional Information about Principal Investment Risks
|
7
|
Information about Additional Risks
|
10
|
Description of Benchmark Index
|
10
|
Management of the Fund
|
10
|
Financial Highlights
|
12
|
Your Investment
|
|
Buying and Selling Fund Shares
|
13
|
Share Prices
|
13
|
Fund Structure
|
14
|
Distributions and Taxes
|
14
|
Portfolio Holdings Policy
|
15
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a % of the value of your investment)
|
|
Management fees
|
0.84
|
Distribution and/or shareholder service (12b-1) fees
|
None
|
Other expenses
|
0.14
|
Total annual operating expenses
|
0.98
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Expenses
|
$100
|
$312
|
$542
|
$1,201
|
Socially Responsive Portfolio
|
1 Year
|
5 Years
|
10 Years
|
Class I
|
-0.46
|
10.21
|
6.88
|
S&P 500
®
Index (reflects no deduction for fees, expenses or taxes)
|
1.38
|
12.57
|
7.31
|
*
|
Returns would have been lower if Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods shown.
|
YEAR ENDED DECEMBER 31,
|
2011
|
2012
|
2013
|
2014
|
2015
|
|
PER-SHARE DATA ($)
|
|
|
|
|
|
|
Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed to investors, and how its share price changed.
|
|
|
|
|
|
|
Share price (NAV) at beginning of year
|
14.86
|
14.35
|
15.89
|
21.72
|
23.88
|
|
Plus:
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
Net investment income (loss)
(2)
|
0.04
|
0.15
|
0.09
|
0.15
|
0.16
|
|
Net gains (losses)—realized and unrealized
|
(0.50)
|
1.43
|
5.87
|
2.10
|
(0.28)
|
|
Subtotal: income (loss) from investment operations
|
(0.46)
|
1.58
|
5.96
|
2.25
|
(0.12)
|
|
Voluntary contribution from Management
|
—
|
—
|
—
|
0.00
|
—
|
|
Minus:
|
|
|
|
|
|
|
Distributions to shareholders
|
|
|
|
|
|
|
Income dividends
|
0.05
|
0.04
|
0.13
|
0.09
|
0.14
|
|
Capital gain distributions
|
—
|
—
|
—
|
—
|
2.16
|
|
Subtotal: distributions to shareholders
|
0.05
|
0.04
|
0.13
|
0.09
|
2.30
|
|
Equals:
|
|
|
|
|
|
|
Share price (NAV) at end of year
|
14.35
|
15.89
|
21.72
|
23.88
|
21.46
|
|
RATIOS (% OF AVERAGE NET ASSETS)
|
|
|
|
|
|
|
The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they would have been if certain expense offset arrangements had not been in effect.
|
|
|
|
|
|
|
Net expenses—actual
|
1.06
(1)
|
1.03
(1)
|
0.99
|
0.98
|
0.98
|
|
Gross expenses
|
1.06
|
1.03
|
0.99
|
0.98
|
0.98
|
|
Net investment income (loss)—actual
|
0.29
|
0.98
|
0.49
|
0.68
|
0.70
|
|
OTHER DATA
|
|
|
|
|
|
|
Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were reinvested. The turnover rate reflects how actively the Fund bought and sold securities.
|
|
|
|
|
|
|
Total return (%)
(3)
|
(3.08)
|
10.98
|
37.60
|
10.38
|
(0.46)
|
|
Net assets at end of year (in millions of dollars)
|
108.4
|
148.7
|
244.2
|
301.3
|
307.6
|
|
Portfolio turnover rate (%)
|
20
|
30
|
29
|
37
|
24
|
(1)
|
Prior to January 1, 2013, the Fund had an expense offset arrangement in connection with its custodian contract. The impact of expense reductions related to expense offset arrangements, if any, was less than .01%.
|
(2)
|
Calculated based on the average number of shares outstanding during each fiscal period.
|
(3)
|
Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.
|
■
|
suspend the offering of shares
|
■
|
reject any exchange or investment order
|
■
|
satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
|
■
|
change, suspend, or revoke the exchange privilege
|
■
|
suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission (“SEC”)
|
■
|
a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affected the Fund’s performance during the last fiscal year
|
■
|
Fund performance data and financial statements
|
■
|
portfolio holdings.
|
■
|
various types of securities and practices, and their risks
|
■
|
investment limitations and additional policies
|
■
|
information about the Fund’s management and business structure.
|
Socially Responsive Portfolio—S Class Shares
|
Fund Summary
|
|
Socially Responsive Portfolio
|
2
|
Descriptions of Certain Practices and Security Types
|
7
|
Additional Information about Principal Investment Risks
|
7
|
Information about Additional Risks
|
10
|
Description of Benchmark Index
|
10
|
Management of the Fund
|
10
|
Financial Highlights
|
12
|
Your Investment
|
|
Buying and Selling Fund Shares
|
13
|
Share Prices
|
13
|
Fund Structure
|
14
|
Distributions and Taxes
|
14
|
Portfolio Holdings Policy
|
16
|
Shareholder Fees
(fees paid directly from your investment)
|
None
|
Annual Fund Operating Expenses
(expenses that you pay each year as a % of the value of your investment)
|
|
Management fees
|
0.84
|
Distribution and/or shareholder service (12b-1) fees
|
0.25
|
Other expenses
|
0.14
|
Total annual operating expenses
|
1.23
|
Fee waiver and/or expense reimbursement
|
0.06
|
Total annual operating expenses after fee waiver and/or expense reimbursement
1
|
1.17
|
1
|
Neuberger Berman Investment Advisers LLC (“Manager”) has contractually undertaken to waive and/or reimburse certain fees and expenses of Class S so that total annual operating expenses (excluding interest, taxes, transaction costs, brokerage commissions, dividend and interest expenses relating to short sales, acquired fund fees and expenses and extraordinary expenses, if any) are limited to 1.17% of average net assets. This undertaking lasts until 12/31/2019 and may not be terminated during its term without the consent of the Board of Trustees. The Fund has agreed that Class S will repay the Manager for fees and expenses waived or reimbursed for the class provided that repayment does not cause annual operating expenses to exceed 1.17% of the class’ average net assets. Any such repayment must be made within three years after the year in which the Manager incurred the expense.
|
|
1 Year
|
3 Years
|
5 Years
|
10 Years
|
Expenses
|
$119
|
$372
|
$657
|
$1,472
|
Socially Responsive Portfolio
|
1 Year
|
5 Years
|
10 Years
|
Class S
|
-0.59
|
10.04
|
6.74
|
S&P 500
®
Index (reflects no deduction for fees, expenses or taxes)
|
1.38
|
12.57
|
7.31
|
*
|
The performance prior to 5/1/2006 is that of the Fund’s Class I, which is not offered through this prospectus. Class S would have substantially similar performance to Class I because the classes are invested in the same portfolio of securities. Because Class I has lower expenses than Class S, its performance typically would have been better than that of Class S. Returns would have been lower if the Manager had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods shown.
|
YEAR ENDED DECEMBER 31,
|
2011
|
2012
|
2013
|
2014
|
2015
|
|
PER-SHARE DATA ($)
|
|
|
|
|
|
|
Data apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it distributed to investors, and how its share price changed.
|
|
|
|
|
|
|
Share price (NAV) at beginning of year
|
14.90
|
14.39
|
15.92
|
21.76
|
23.93
|
|
Plus:
|
|
|
|
|
|
|
Income from investment operations
|
|
|
|
|
|
|
Net investment income (loss)
(5)
|
0.03
|
0.13
|
0.06
|
0.12
|
0.12
|
|
Net gains (losses)—realized and unrealized
|
(0.50)
|
1.42
|
5.89
|
2.08
|
(0.27)
|
|
Subtotal: income (loss) from investment operations
|
(0.47)
|
1.55
|
5.95
|
2.20
|
(0.15)
|
|
Voluntary contribution from Management
|
—
|
—
|
—
|
0.00
|
—
|
|
Minus:
|
|
|
|
|
|
|
Distributions to shareholders
|
|
|
|
|
|
|
Income dividends
|
0.04
|
0.02
|
0.11
|
0.03
|
0.08
|
|
Capital gain distributions
|
—
|
—
|
—
|
—
|
2.16
|
|
Subtotal: distributions to shareholders
|
0.04
|
0.02
|
0.11
|
0.03
|
2.24
|
|
Equals:
|
|
|
|
|
|
|
Share price (NAV) at end of year
|
14.39
|
15.92
|
21.76
|
23.93
|
21.54
|
|
RATIOS (% OF AVERAGE NET ASSETS)
|
|
|
|
|
|
|
The ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they would have been if certain expense reimbursement and/or offset arrangements had not been in effect.
|
|
|
|
|
|
|
Net expenses—actual
|
1.17
(2)
|
1.17
(2)
|
1.17
|
1.17
|
1.17
|
|
Gross expenses
(1)
|
1.31
|
1.28
|
1.24
|
1.23
|
1.23
|
|
Net investment income (loss)—actual
|
0.20
|
0.82
|
0.32
|
0.52
|
0.52
|
|
OTHER DATA
|
|
|
|
|
|
|
Total return shows how an investment in the Fund would have performed over each year, assuming all distributions were reinvested. The turnover rate reflects how actively the Fund bought and sold securities.
|
|
|
|
|
|
|
Total return (%)
(3)(4)
|
(3.15)
|
10.74
|
37.41
|
10.11
|
(0.59)
|
|
Net assets at end of year (in millions of dollars)
|
70.6
|
66.7
|
80.7
|
81.1
|
74.9
|
|
Portfolio turnover rate (%)
|
20
|
30
|
29
|
37
|
24
|
(1)
|
Shows what this ratio would have been if there had been no expense reimbursement.
|
(2)
|
Prior to January 1, 2013, the Fund had an expense offset arrangement in connection with its custodian contract. The impact of expense reductions related to expense offset arrangements, if any, was less than .01%.
|
(3)
|
Does not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are direct shareholders of the Fund are not affected by insurance related expenses.
|
(4)
|
Would have been lower if Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses.
|
(5)
|
Calculated based on the average number of shares outstanding during each fiscal period.
|
■
|
suspend the offering of shares
|
■
|
reject any exchange or investment order
|
■
|
satisfy an order to sell Fund shares with securities rather than cash, for certain very large orders
|
■
|
change, suspend, or revoke the exchange privilege
|
■
|
suspend or postpone the redemption of shares on days when trading on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the U.S. Securities and Exchange Commission (“SEC”)
|
■
|
a discussion by the Portfolio Manager(s) about strategies and market conditions that significantly affected the Fund’s performance during the last fiscal year
|
■
|
Fund performance data and financial statements
|
■
|
portfolio holdings.
|
■
|
various types of securities and practices, and their risks
|
■
|
investment limitations and additional policies
|
■
|
information about the Fund’s management and business structure.
|
INVESTMENT INFORMATION
|
1
|
|
Investment Policies and Limitations
|
1
|
|
Cash Management and Temporary Defensive Positions
|
4
|
|
Additional Investment Information
|
4
|
|
PERFORMANCE INFORMATION
|
80
|
|
TRUSTEES AND OFFICERS
|
80
|
|
Information about the Board of Trustees
|
81
|
|
Information about the Officers of the Trust
|
86
|
|
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
|
97
|
|
Investment Manager and Administrator
|
97
|
|
Management and Administration Fees
|
100
|
|
Fund Accounting Agent
|
100
|
|
Contractual Expense Limitations
|
101
|
|
Subadvisers
|
101
|
|
Portfolio Manager Information
|
103
|
|
Other Investment Companies or Accounts Managed
|
107
|
|
Codes of Ethics
|
108
|
|
Management and Control of NBIA
|
108
|
|
DISTRIBUTION ARRANGEMENTS
|
108
|
|
Distributor
|
109
|
|
Additional Payments to Financial Intermediaries
|
109
|
|
Distribution Plan
|
110
|
|
ADDITIONAL PURCHASE INFORMATION
|
112
|
|
Share Prices and Net Asset Value
|
112
|
|
ADDITIONAL REDEMPTION INFORMATION
|
114
|
|
Suspension of Redemptions
|
114
|
|
Redemptions in Kind
|
114
|
|
DIVIDENDS AND OTHER DISTRIBUTIONS
|
115
|
|
ADDITIONAL TAX INFORMATION
|
115
|
|
FUND TRANSACTIONS
|
120
|
|
Proxy Voting
|
125
|
|
PORTFOLIO HOLDINGS DISCLOSURE
|
126
|
|
Portfolio Holdings Disclosure Policy
|
126
|
|
Portfolio Holdings Disclosure Procedures
|
126
|
Portfolio Holdings Approved Recipients
|
127
|
|
REPORTS TO SHAREHOLDERS
|
128
|
|
ORGANIZATION, CAPITALIZATION AND OTHER MATTERS
|
129
|
|
CUSTODIAN AND TRANSFER AGENT
|
130
|
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
130
|
|
LEGAL COUNSEL
|
130
|
|
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
|
130
|
|
REGISTRATION STATEMENT
|
131
|
|
FINANCIAL STATEMENTS
|
131
|
|
APPENDIX A – LONG-TERM AND SHORT-TERM DEBT SECURITIES RATING DESCRIPTIONS
|
A-1
|
|
APPENDIX B – SUBADVISER PROXY VOTING POLICIES
|
B-1
|
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
|
||||
Faith Colish (1935)
|
Trustee since 1982
|
Counsel, Carter Ledyard & Milburn LLP (law firm) since October 2002; formerly, Attorney-at-Law and President, Faith Colish, A Professional Corporation, 1980 to 2002.
|
59
|
Formerly, Director, 1997 to 2003, and Advisory Director, 2003 to 2006, ABA Retirement Funds (formerly, American Bar Retirement Association) (not-for-profit membership corporation).
|
Michael J. Cosgrove (1949)
|
Trustee since 2015
|
President, Carragh Consulting USA, since 2014; formerly, Executive, General Electric Company, 1982 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, and President, Institutional Sales and Marketing, GE Asset Management, 1998 to 2007.
|
59
|
Director, The Gabelli Go Anywhere Trust, since 2015; Director, America Press, Inc. (not-for-profit Jesuit publisher), since 2015; Director, Fordham University, since 2001; Director, Skin Cancer Foundation (not-for-profit), since 2006; formerly, Director, GE Investments Funds, Inc., 1997 to 2014; Trustee, GE Institutional Funds, 1997 to 2014; Director, GE Asset Management, 1988 to 2014; Director, Elfun Trusts, 1988 to 2014.
|
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; Executive Vice President and General Counsel, BellSouth Corporation, 2004 to 2007; Vice President and Associate General Counsel, BellSouth Corporation, 2000 to 2004; Associate, Partner, and National Litigation Practice Co-Chair, Mayer, Brown LLP, 1981 to 2000; Associate Independent Counsel, Office of Independent Counsel, 1990 to 1992.
|
59
|
Trustee, Jewish Theological Seminary, since 2015; Director, Counsel on Call (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; Director, Corporate Counsel Institute, Georgetown University Law Center, 2007 to 2012; 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.
|
59
|
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 October 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.
|
59
|
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.
|
59
|
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; Director, National Executive Service Corps (not-for-profit), 2012 to 2013; 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)
|
Howard A. Mileaf (1937)
|
Trustee since 1999
|
Retired; formerly, Vice President and General Counsel, WHX Corporation (holding company), 1993 to 2001.
|
59
|
Formerly, Director, Webfinancial Corporation (holding company), 2002 to 2008; formerly, Director, WHX Corporation (holding company), 2002 to 2005; formerly, Director, State Theatre of New Jersey (not-for-profit theatre), 2000 to 2005.
|
George W. Morriss (1947)
|
Trustee since 2007
|
Adjunct Professor, Columbia University School of International and Public Affairs, since October 2012; formerly, Executive Vice President and Chief Financial Officer, People’s Bank, Connecticut (a financial services company), 1991 to 2001.
|
59
|
Director and Treasurer, National Association of Corporate Directors,
Connecticut Chapter, since 2011; Trustee, Steben Alternative Investment Funds, Steben Select Multi-Strategy Fund, and Steben Select Multi-Strategy Master Fund, since 2013; 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; Lead Independent Trustee from 2006 to 2008
|
General Partner, Ridgefield Farm LLC (a private investment vehicle); 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.
|
59
|
Director, H&R Block, Inc. (financial services company), since May 2001; Chairman, Governance and Nominating Committee, H&R Block, Inc., since 2011; 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
|
Dean, Fletcher School of Law and Diplomacy, Tufts University since 2013; formerly, Admiral, United States Navy, 2006 to 2013, including Supreme Allied Commander, NATO and Commander, European Command, 2009 to 2013, and Commander, United States Southern Command, 2006 to 2009.
|
59
|
Director, Utilidata Inc., since 2015; 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)
|
Candace L. Straight (1947)
|
Trustee since 1999
|
Private investor and consultant specializing in the insurance industry; formerly, Advisory Director, Securitas Capital LLC (a global private equity investment firm dedicated to making investments in the insurance sector), 1998 to 2003.
|
59
|
Public Member, Board of Governors and Board of Trustees, Rutgers University, since 2011; Director, Montpelier Re Holdings Ltd. (reinsurance company), since 2006; formerly, Director, National Atlantic Holdings Corporation (property and casualty insurance company), 2004 to 2008; formerly, Director, The Proformance Insurance Company (property and casualty insurance company), 2004 to 2008; formerly, Director, Providence Washington Insurance Company (property and casualty insurance company), 1998 to 2006; formerly, Director, Summit Global Partners (insurance brokerage firm), 2000 to 2005.
|
Peter P. Trapp (1944)
|
Trustee since 1984
|
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.
|
59
|
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)
|
Trustee since 2009
|
President and Director, Neuberger Berman Group LLC, since 2009; President and Chief Executive Officer, Neuberger Berman and Neuberger Berman Holdings LLC (including its predecessor, Neuberger Berman Inc.), since 2007; Chief Investment Officer (Equities) and Managing Director, NBIA (formerly, Neuberger Berman Fixed Income LLC (“NBFI”) and including predecessor entities), since 2007, and Board Member of NBIA since 2006; Managing Director, Neuberger Berman Management LLC (“NBM”), since 2007; 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.
|
59
|
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.
|
Robert Conti* (1956)
|
Chief Executive Officer, President and Trustee since 2008; prior thereto, Executive Vice President in 2008 and Vice President inception to 2008
|
Managing Director, Neuberger Berman, since 2007; Managing Director and President – Mutual Funds, NBIA, since 2008; formerly, Senior Vice President, Neuberger Berman, 2003 to 2006; formerly, Vice President, Neuberger Berman, 1999 to 2003; President and Chief Executive Officer, NBM, since 2008; formerly, Senior Vice President, NBM, 2000 to 2008.
|
59
|
Director, Staten Island Mental Health Society, since 1994; formerly, Chairman of the Board, Staten Island Mental Health Society, 2008 to 2011.
|
(1) | The business address of each listed person is 605 Third Avenue, New York, New York 10158. |
(2) | Pursuant to the Trust’s Trust Instrument, each of these Fund Trustees 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 for at least the last five years. |
* | Indicates a Fund Trustee who is an “interested person” within the meaning of the 1940 Act. Mr. Amato and Mr. Conti are interested persons of the Trust because each 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)
|
Andrew B. Allard (1961)
|
Chief Legal Officer since 2013 (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002) and Anti-Money Laundering Compliance Officer since 2002
|
General Counsel – Mutual Funds and Senior Vice President, NBIA, since 2013; Senior Vice President, Neuberger Berman, since 2006 and Employee since 1999; Deputy General Counsel, Neuberger Berman, since 2004; General Counsel and Senior Vice President, NBM, since 2013; formerly, Vice President, Neuberger Berman, 2000 to 2005; formerly, Employee, NBIA, 1994 to 1999; Chief Legal Officer since 2013 (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002), ten registered investment companies for which NBIA acts as investment manager and administrator (ten since 2013); Anti-Money Laundering Compliance Officer, ten registered investment companies for which NBIA acts as investment manager and administrator (six since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).
|
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; Senior Vice President, NBM, 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, ten registered investment companies for which NBIA acts as investment manager and administrator (nine since 2008 and one since 2013); Secretary, ten registered investment companies for which NBIA acts as investment manager and administrator (three since 1985, three since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).
|
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; Employee, NBIA, since 1992; Vice President, ten registered investment companies for which NBIA acts as investment manager and administrator (nine since 2008 and one since 2013).
|
John M. McGovern (1970)
|
Treasurer and Principal Financial and Accounting Officer since 2005
|
Senior Vice President, Neuberger Berman, since 2007; Employee, NBIA, since 1993; Treasurer and Principal Financial and Accounting Officer, ten registered investment companies for which NBIA acts as investment manager and administrator (eight since 2005, one since 2006 and one since 2013); formerly, Vice President, Neuberger Berman, 2004 to 2006; formerly, Assistant Treasurer, eight registered investment companies for which NBIA acts as investment manager and administrator, 2002 to 2005.
|
Frank Rosato (1971)
|
Assistant Treasurer since 2005
|
Vice President, Neuberger Berman, since 2006; Employee, NBIA, since 1995; Assistant Treasurer, ten registered investment companies for which NBIA acts as investment manager and administrator (eight since 2005, one since 2006 and one since 2013).
|
Chamaine Williams (1971)
|
Chief Compliance Officer since 2005
|
Senior Vice President, Neuberger Berman, since 2007; Chief Compliance Officer, NBM, since 2006; Chief Compliance Officer, NBIA, since 2006; Chief Compliance Officer, ten registered investment companies for which NBIA acts as investment manager and administrator (eight since 2005, one since 2006 and one since 2013); formerly, Senior Vice President, LBI, 2007 to 2008; formerly, Vice President, LBI, 2003 to 2006; formerly, Chief Compliance Officer, Lehman Brothers Asset Management Inc., 2003 to 2007; formerly, Chief Compliance Officer, Lehman Brothers Alternative Investment Management LLC, 2003 to 2007.
|
(1) | The business address of each listed person is 605 Third Avenue, New York, New York 10158. |
(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 for at least the last five years. |
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
|
||
Faith Colish
Trustee |
$37,412
|
$215,000
|
Michael J. Cosgrove
|
$10,644
|
$73,370
|
Trustee
|
||
Marc Gary
|
$10,644
|
$73,370
|
Trustee
|
||
Martha C. Goss
Trustee
|
$37,412
|
$215,000
|
Michael M. Knetter
Trustee
|
$37,412
|
$215,000
|
Deborah C. McLean
Trustee
|
$2,105
|
$15,000
|
Howard A. Mileaf
Trustee |
$33,907
|
$200,000
|
George W. Morriss
Trustee
|
$37,299
|
$220,000
|
Tom D. Seip
Chairman of the Board and Trustee |
$42,385
|
$250,000
|
James G. Stavridis
Trustee
|
$2,105
|
$15,000
|
Candace L. Straight
Trustee |
$37,299
|
$220,000
|
Peter P. Trapp
Trustee |
$37,412
|
$215,000
|
Fund Trustees who are “Interested Persons”
|
||
Joseph V. Amato
Trustee
|
--
|
--
|
Robert Conti
President, Chief Executive Officer and Trustee |
--
|
--
|
Fund |
Management and Administration Fees
Accrued for Fiscal Years Ended December 31 |
||
2014
|
2015
|
||
Absolute Return Multi-Manager Portfolio
|
$97,696*
|
$224,486
|
Fund
|
Class
|
Limitation Period
|
Expense Limitation
|
Absolute Return Multi-Manager Portfolio
|
S
|
12/31/2019
|
2.40%
|
Expenses Reimbursed for Fiscal Periods Ended December 31,
|
|||
Fund
|
Class
|
2014
|
2015
|
Absolute Return Multi-Manager Portfolio
|
S
|
$316,564*
|
$446,549
|
Portfolio Manager
|
Fund Managed
|
David Kupperman
|
Absolute Return Multi-Manager
Portfolio
|
Jeff Majit
|
Absolute Return Multi-Manager
Portfolio
|
Type of Account
|
Number of
Accounts
Managed
|
Total Assets
Managed
($ millions)
|
Number of Accounts
Managed for which Advisory
Fee is Performance-Based
|
Assets Managed for
which Advisory Fee is
Performance-Based
($ millions)
|
David Kupperman
***
|
||||
Registered Investment Companies*
|
3
|
1,342
|
-
|
-
|
Other Pooled Investment Vehicles
|
13
|
1,000
|
8
|
530
|
Other Accounts**
|
13
|
2,781
|
6
|
1,239
|
Jeff Majit
***
|
||||
Registered Investment Companies*
|
3
|
1,342
|
-
|
-
|
Other Pooled Investment Vehicles
|
13
|
1,000
|
8
|
530
|
Other Accounts**
|
13
|
2,781
|
6
|
1,239
|
Portfolio Manager
|
Fund Managed
|
Dollar Range of Equity Securities Owned in the Fund
|
David Kupperman
|
Absolute Return Multi-Manager
Portfolio
|
A
|
Jeff Majit
|
Absolute Return Multi-Manager
Portfolio
|
A
|
Fund and Class
|
2014
|
2015
|
Absolute Return Multi-Manager - Class S
|
$12,212*
|
$28,061
|
Fund
|
Address
|
Percentage of Shares
Held
|
Absolute Return Multi-Manager
Portfolio
Class S
|
Neuberger Berman Group LLC
605 3rd Ave
New York NY 10158-3698
|
43.88%
|
Riversource Life Insurance Company
222 AXP Financial Center
Minneapolis MN 55474-0001
|
27.54%
|
|
AXA Equitable Life Insurance Company
1290 Avenue of the Americas 16th Floor
New York NY 10104-1472
|
12.11%
|
Fund
|
Address
|
Percentage of Shares
Held
|
Jefferson National Life Insurance
10350 Ormsby Park Place Suite 600
Louisville KY 40223-6175
|
6.86%
|
Fund
|
Name and Address |
Percent Owned
|
||
Absolute Return Multi-Manager
Portolio
|
Neuberger Berman Group LLC
605 3
rd
Ave
New York NY 10158-3698
|
43.88 %
|
||
Riversource Life Insurance Company
222 AXP Financial Center
Minneapolis MN 55474-0001
|
27.54 %
|
● | Adopt and implement written policies and procedures reasonably designed to ensure that the adviser votes client securities in the clients’ best interests. Such policies and procedures must address the manner in which the adviser will resolve material conflicts of interest that can arise during the proxy voting process; |
● | Disclose to clients how they may obtain information from the adviser about how the adviser voted with respect to their securities; and |
● | Describe to clients the adviser’s proxy voting policies and procedures and, upon request, furnish a copy of the policies and procedures. |
● | Blue Jay lacks written proxy voting policies and procedures; |
● | Proxies are not identified and processed in a timely manner; |
● | Proxies are not voted in Clients’ best interests; |
● | Conflicts of interest between Blue Jay and a Client are not identified or resolved appropriately; and |
● | Proxy voting records, Client requests for proxy voting information, and Blue Jay’s responses to such requests, are not properly maintained; |
● | Blue Jay monitors its proxy voting authority and responsibilities with respect to each Client using a web-based service from ProxyEdge, a third-party electronic proxy management service. |
● | Blue Jay becomes aware of specific opportunities to vote proxies through email alerts from ProxyEdge and by periodically monitoring the ProxyEdge website. ProxyEdge provides proxy information through an automated electronic interface based on share positions provided directly to ProxyEdge by Blue Jay’s Clients’ prime broker(s). |
● | The Chief Operating Officer oversees the proxy voting process and votes proxies directly on ProxyEdge’s website. |
● | The Chief Operating Officer will consider whether Blue Jay is subject to any material conflict of interest in connection with each proxy vote. Employees must notify the Chief Operating Officer if they are aware of any material conflict of interest associated with a proxy vote. It is impossible to anticipate all material conflicts of interest that could arise in connection with proxy voting. The following examples are meant to help Employees identify potential conflicts: |
○ | Blue Jay provides investment advice to a publicly traded company (an “Issuer”). Blue Jay receives a proxy solicitation from that Issuer, or from a competitor of that Issuer; |
○ | Blue Jay provides investment advice to an officer or director of an Issuer. Blue Jay receives a proxy solicitation from that Issuer, or from a competitor of that Issuer; |
○ | Blue Jay or an affiliate has a financial interest in the outcome of a proxy vote, such as when Blue Jay is asked to vote on a change in Rule 12b-1 fees paid by a mutual fund to investment advisers, including Blue Jay; |
○ | An issuer or some other third party offers Blue Jay or an Employee compensation in exchange for voting a proxy in a particular way; |
○ | An Employee, or a member of an Employee’s household, has a personal or business relationship with an Issuer. Blue Jay receives a proxy solicitation from that Issuer; and |
○ | Blue Jay or its Employees have a short position in an Issuer, but Blue Jay’s Clients have a long position in the same Issuer. Blue Jay receives a proxy solicitation from the Issuer. |
● | If Blue Jay detects a material conflict of interest in connection with a proxy solicitation, the Company will abide by the following procedures: |
○ | The COO will convene the Proxy Voting Committee (the “Committee”), which is comprised of the COO, CCO, and the Portfolio Manager. The COO serves as the Committee’s chairperson. |
○ | Blue Jay will maintain documentation that will describe the proxy vote under consideration and identify the perceived conflict of interest. The Portfolio Manager will also propose the course of action that he believes is in Blue Jay’s Clients’ best interests. The Portfolio Manager will tell the Committee why he believes that this course of action is most appropriate. |
○ | The Committee members will review any documentation associated with the proxy vote and evaluate the Portfolio Manager’s proposal. The Committee members may wish to consider, among other things: |
■ | A vote’s likely short-term and long-term impact on the Issuer; |
■ | Whether the Issuer has responded to the subject of the proxy vote in some other manner; |
■ | Whether the issues raised by the proxy vote would be better handled by some other action by the government or the Issuer; |
■ | Whether implementation of the proxy proposal appears likely to achieve the proposal’s stated objectives; and |
■ | Whether the Portfolio Manager’s proposal appears consistent with Clients’ best interests. |
○ | After taking a reasonable amount of time to consider the Portfolio Manager’s proposal, each of the Committee members will make a recommendation regarding the proxy vote. The COO will record each member’s |
recommendation, and will then vote the proxy according the recommendations of a majority of the Committee’s members. |
● | If no material conflict of interest is identified, the COO will vote the proxy subject to the aforementioned proxy policies and procedures. |
● | Blue Jay will not neglect its proxy voting responsibilities, but the Company may abstain from voting if it deems that abstinence is in its Clients’ best interests. For example, Blue Jay may be unable to vote securities that have been lent by the custodian, or the impact of Client’s vote will not have an effect on the outcome of the matter up for vote or on the Client’s economic interest. |
● | The COO will retain the following information in connection with each proxy vote: |
○ | The Issuer’s name; |
○ | The Security’s ticker symbol; |
○ | The shareholder meeting date; |
○ | The number of shares that Blue Jay voted; |
○ | A brief identification of the matter voted on; |
○ | How Blue Jay cast its vote (for the proposal, against the proposal, or abstain); and |
○ | Whether Blue Jay cast its vote with or against management. |
● | Any attempt to influence the proxy voting process by Issuers or others not identified in these policies and procedures should be promptly reported to the CCO. Similarly, any Client’s attempt to influence proxy voting with respect to other Clients’ securities should be promptly reported to the CCO. |
● | Proxies received after a Client terminates its advisory relationship with Blue Jay will not be voted. The Chief Financial Officer will promptly return such proxies to the sender, along with a statement indicating that Blue Jay’s advisory relationship with the Client has terminated, and that future proxies should not be sent to Blue Jay. |
● | An auditor has a financial interest in or association with the company, and is therefore not independent. |
● | Fees for non-audit services are excessive, or |
● | There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position. |
● | Shareholder Vote Instruction Forms (“VIFs”) - Issued by Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge is an outside service contracted by the various institutions to issue proxy materials. |
● | Proxy cards which may be voted directly. |
● | When a solicitor has been retained, the solicitor is called. At the solicitor’s direction, the proxy is faxed. |
● | In some circumstances VIFs can be faxed to Broadridge up until the time of the meeting. |
a) | At times it may be necessary to vote the shares in person. In this case, a “legal proxy” is obtained in the following manner: |
● | Banks and brokerage firms using the services at Broadridge: |
● | Banks and brokerage firms issuing proxies directly: |
b) | The legal proxies are given to the person attending the meeting along with the limited power of attorney. |
● | Historical responsiveness to shareholders |
‒
‒
|
Paying greenmail
Failure to adopt shareholder resolutions receiving a majority of shareholder votes
|
● | Qualifications |
● | Nominating committee in place |
● | Number of outside directors on the board |
● | Attendance at meetings |
● | Overall performance |
● | Future use of additional shares |
‒ | Stock split |
‒ | Stock option or other executive compensation plan |
‒ | Finance growth of company/strengthen balance sheet |
‒ | Aid in restructuring |
‒ | Improve credit rating |
‒ | Implement a poison pill or other takeover defense |
● | Amount of stock currently authorized but not yet issued or reserved for stock option plans |
● | Amount of additional stock to be authorized and its dilutive effect |
● | State of Incorporation |
● | Management history of responsiveness to shareholders |
● | Other mitigating factors |
● | Dilution of voting power or earnings per share by more than 10%. |
● | Kind of stock to be awarded, to whom, when and how much. |
● | Method of payment. |
● | Amount of stock already authorized but not yet issued under existing stock plans. |
● | The successful steps taken by management to maximize shareholder value. |
● | Proxy Operations Department |
● | Proxy Committee |
● | Role of Third Parties |
● | Voting Process |
● | Conflicts of Interest |
● | Voting Exceptions |
● | Lazard manages the company’s pension plan; |
● | The shareholder proponent of a proposal is a Lazard client; |
● | A Lazard employee sits on a company’s board of directors; |
● | Lazard serves as financial advisor or provides other investment banking services to the company; or |
● | A Lazard employee has a material relationship with the company. |
● | For proposals that cause a substantial majority of directors to be independent |
● | For the establishment of independent or majority independent audit, nominating and remuneration committees |
● | Case-by-case basis on proposals for non-independent directors at companies without a majority independent board; or where the entire board is not sufficiently independent (2/3 in US and UK, majority elsewhere) |
● | For proposals to declassify a board and Against proposals to classify a board |
● | Case-by-case basis on proposals to require the separation of the chairman and CEO positions |
● | Case-by-case basis on proposals relating to cumulative voting |
● | Case-by-case basis regarding the establishment of shareholder advocated committees |
● | For proposals to increase authorized common shares with a legitimate business reason unless we believe it is intended to serve as an anti-takeover measure |
● | For stock splits and reverse stock splits |
● | Against proposals that authorize blank check preferred stocks as an anti-takeover device |
● | Against management proposals asking for a dual class share structure or shares with no voting rights |
● | Case-by-case basis regarding management proposals asking for a new shareholder rights plan (also known as a “poison pill” plan) |
● | For proposals that ask management to submit any new poison pill plan to a shareholder vote |
● | For proposals providing for confidential voting |
● | Against proposals to adopt supermajority vote requirements |
● | Against proposals to eliminate or restrict the rights of shareholders to act by written consent |
● | Against proposals to eliminate or restrict the rights of shareholders to call a special meeting |
● | Case-by-case basis regarding shareholder proposals requesting increased disclosure of executive compensation programs |
► | Proxy votes are solicited by an issuer who has an account relationship with LCS; |
► | Proxy votes are solicited by an issuer that has a material business relationship with LCS; |
► | A proponent of a proxy proposal has a business relationship with LCS (e.g., a pension fund or an employee group for which LCS manages money); |
► | LCS has material business relationships with participants in proxy contests, corporate directors, or candidates; or |
► | An employee of LCS may have a personal interest in the outcome of a particular matter. |
(i) | a copy of this Policy; |
(ii) | a copy of each proxy statement received by Sound Point regarding Securities held on behalf of its Clients; |
(iii) | a record of each vote cast by Sound Point on behalf of its Clients; |
(iv) | a copy of any documents prepared by Sound Point that were material to making a decision how to vote, or that memorialized the basis for such decision; and |
(v) | a copy of each written request received from a Client as to how Sound Point voted proxies on its behalf, and a copy of any written response from Sound Point to any (written or oral) Client request for information on how Sound Point voted proxies on its behalf. |
Fund
|
Class I
|
Class S
|
Guardian
Portfolio
|
X
|
X
|
International Equity
Portfolio
|
X
|
|
Large Cap Value
Portfolio
|
X
|
|
Mid Cap Growth
Portfolio
|
X
|
X
|
Mid Cap Intrinsic Value
Portfolio
|
X
|
X
|
Real Estate
Portfolio
|
||
Short Duration Bond
Portfolio
|
X
|
|
Socially Responsive
Portfolio
|
X
|
X
|
Page
|
||
INVESTMENT INFORMATION
|
1
|
|
Investment Policies and Limitations
|
2
|
|
Cash Management and Temporary Defensive Positions
|
6
|
|
Additional Investment Information
|
7
|
|
PERFORMANCE INFORMATION
|
77
|
|
TRUSTEES AND OFFICERS
|
77
|
|
Information about the Board of Trustees
|
78
|
|
Information about the Officers of the Trust
|
83
|
|
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
|
94
|
|
Investment Manager and Administrator
|
95
|
|
Management and Administration Fees
|
97
|
|
Contractual Expense Limitations
|
98
|
|
Portfolio Manager Information
|
99
|
|
Other Investment Companies or Accounts Managed
|
105
|
|
Codes of Ethics
|
106
|
|
Management and Control of NBIA
|
106
|
|
DISTRIBUTION ARRANGEMENTS
|
107
|
|
Distributor
|
107
|
|
Additional Payments to Financial Intermediaries
|
107
|
|
Distribution Plan (Class I Only)
|
109
|
|
Distribution Plan (Class S)
|
109
|
|
Distribution Plan (Class I and Class S)
|
110
|
|
ADDITIONAL PURCHASE INFORMATION
|
111
|
|
Share Prices and Net Asset Value
|
111
|
|
ADDITIONAL REDEMPTION INFORMATION
|
113
|
|
Suspension of Redemptions
|
113
|
|
Redemptions in Kind
|
113
|
|
DIVIDENDS AND OTHER DISTRIBUTIONS
|
114
|
|
ADDITIONAL TAX INFORMATION
|
114
|
|
FUND TRANSACTIONS
|
119
|
Portfolio Turnover | 124 | |
Proxy Voting |
124
|
|
PORTFOLIO HOLDINGS DISCLOSURE
|
125
|
|
Portfolio Holdings Disclosure Policy
|
125
|
|
Portfolio Holdings Disclosure Procedures
|
126
|
|
Portfolio Holdings Approved Recipients
|
126
|
|
REPORTS TO SHAREHOLDERS
|
127
|
|
ORGANIZATION, CAPITALIZATION AND OTHER MATTERS
|
128
|
|
CUSTODIAN AND TRANSFER AGENT
|
129
|
|
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
129
|
|
LEGAL COUNSEL
|
129
|
|
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
|
129
|
|
REGISTRATION STATEMENT
|
132
|
|
FINANCIAL STATEMENTS
|
132
|
|
APPENDIX A - LONG-TERM AND SHORT-TERM DEBT SECURITIES RATING DESCRIPTIONS
|
A-1
|
(1) | 67% of the units of beneficial interest (“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 |
§ | Environmental issues |
§ | Employment practices and diversity policies |
§ | Community relations |
§ | Supply chain issues |
§ | Product integrity (safety, quality) |
§ | Disclosure and sustainability reporting |
§ | tobacco, |
§ | alcohol, |
§ | weapons, or |
§ | nuclear power. |
§ | 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. |
§ | provide specialized financial services to casinos; or |
§ | sell goods or services that are clearly nongaming-related to casinos or other gaming operations. |
§ | 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 owners/operators of such plants). |
§ | 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). |
§ | 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). |
§ | 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; or |
§ | design, market, own, or operate nuclear power plants (see Nuclear Power section). |
§ | 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. |
§ | 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. |
§ | 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. |
§ | 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. |
§ | 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. |
§ | 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. |
§ | 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. |
§ | 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. |
§
|
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; or |
§ | whether a company is a leader in quality, ethics and integrity across the supply, production, distribution and post-consumption recycling phases. |
§ | 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. |
§ | 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. |
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.
|
59
|
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 October 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.
|
59
|
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.
|
59
|
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; Director, National Executive Service Corps (not-for-profit), 2012 to 2013; 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)
|
Howard A. Mileaf (1937)
|
Trustee since 1999
|
Retired; formerly, Vice President and General Counsel, WHX Corporation (holding company), 1993 to 2001.
|
59
|
Formerly, Director, Webfinancial Corporation (holding company), 2002 to 2008; formerly, Director, WHX Corporation (holding company), 2002 to 2005; formerly, Director, State Theatre of New Jersey (not-for-profit theatre), 2000 to 2005.
|
George W. Morriss (1947)
|
Trustee since 2007
|
Adjunct Professor, Columbia University School of International and Public Affairs, since October 2012; formerly, Executive Vice President and Chief Financial Officer, People’s Bank, Connecticut (a financial services company), 1991 to 2001.
|
59
|
Director and Treasurer, National Association of Corporate Directors,
Connecticut Chapter, since 2011; Trustee, Steben Alternative Investment Funds, Steben Select Multi-Strategy Fund, and Steben Select Multi-Strategy Master Fund, since 2013; 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; Lead Independent Trustee from 2006 to 2008
|
General Partner, Ridgefield Farm LLC (a private investment vehicle); 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.
|
59
|
Director, H&R Block, Inc. (financial services company), since May 2001; Chairman, Governance and Nominating Committee, H&R Block, Inc., since 2011; 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
|
Dean, Fletcher School of Law and Diplomacy, Tufts University since 2013; formerly, Admiral, United States Navy, 2006 to 2013, including Supreme Allied Commander, NATO and Commander, European Command, 2009 to 2013, and Commander, United States Southern Command, 2006 to 2009.
|
59
|
Director, Utilidata Inc., since 2015; 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)
|
Candace L. Straight (1947)
|
Trustee since 1999
|
Private investor and consultant specializing in the insurance industry; formerly, Advisory Director, Securitas Capital LLC (a global private equity investment firm dedicated to making investments in the insurance sector), 1998 to 2003.
|
59
|
Public Member, Board of Governors and Board of Trustees, Rutgers University, since 2011; Director, Montpelier Re Holdings Ltd. (reinsurance company), since 2006; formerly, Director, National Atlantic Holdings Corporation (property and casualty insurance company), 2004 to 2008; formerly, Director, The Proformance Insurance Company (property and casualty insurance company), 2004 to 2008; formerly, Director, Providence Washington Insurance Company (property and casualty insurance company), 1998 to 2006; formerly, Director, Summit Global Partners (insurance brokerage firm), 2000 to 2005.
|
Peter P. Trapp (1944)
|
Trustee since 1984
|
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.
|
59
|
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)
|
Trustee since 2009
|
President and Director, Neuberger Berman Group LLC, since 2009; President and Chief Executive Officer, Neuberger Berman and Neuberger Berman Holdings LLC (including its predecessor, Neuberger Berman Inc.), since 2007; Chief Investment Officer (Equities) and Managing Director, NBIA (formerly, Neuberger Berman Fixed Income LLC (“NBFI”) and including predecessor entities), since 2007, and Board Member of NBIA since 2006; Managing Director, Neuberger Berman Management LLC (“NBM”), since 2007; 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.
|
59
|
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.
|
Robert Conti* (1956)
|
Chief Executive Officer, President and Trustee since 2008; prior thereto, Executive Vice President in 2008 and Vice President inception to 2008
|
Managing Director, Neuberger Berman, since 2007; Managing Director and President – Mutual Funds, NBIA, since 2008; formerly, Senior Vice President, Neuberger Berman, 2003 to 2006; formerly, Vice President, Neuberger Berman, 1999 to 2003; President and Chief Executive Officer, NBM, since 2008; formerly, Senior Vice President, NBM, 2000 to 2008.
|
59
|
Director, Staten Island Mental Health Society, since 1994; formerly, Chairman of the Board, Staten Island Mental Health Society, 2008 to 2011.
|
(1)
|
The business address of each listed person is 605 Third Avenue, New York, New York 10158. Independent Fund Trustees are Fund
|
Trustees who are not “interested persons” of NBIA or the Trust. | ||
(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 for at least the last five years.
|
*
|
Indicates a Fund Trustee who is an “interested person” within the meaning of the 1940 Act. Mr. Amato and Mr. Conti are interested persons of the Trust because each is an officer of NBIA and/or its affiliates.
|
Information about the Officers of the Trust |
Name, (Year of Birth), and Address
(1)
|
Position(s) and Length of
Time Served (2) |
Principal Occupation(s)
(3)
|
Andrew B. Allard (1961)
|
Chief Legal Officer since 2013 (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002) and Anti-Money Laundering Compliance Officer since 2002
|
General Counsel – Mutual Funds and Senior Vice President, NBIA, since 2013; Senior Vice President, Neuberger Berman, since 2006 and Employee since 1999; Deputy General Counsel, Neuberger Berman, since 2004; General Counsel and Senior Vice President, NBM, since 2013; formerly, Vice President, Neuberger Berman, 2000 to 2005; formerly, Employee, NBIA, 1994 to 1999; Chief Legal Officer since 2013 (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002), ten registered investment companies for which NBIA acts as investment manager and administrator (ten since 2013); Anti-Money Laundering Compliance Officer, ten registered investment companies for which NBIA acts as investment manager and administrator (six since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).
|
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; Senior Vice President, NBM, 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, ten registered investment companies for which NBIA acts as investment manager and administrator (nine since 2008 and one since 2013); Secretary, ten registered investment companies for which NBIA acts as investment manager and administrator (three since 1985, three since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).
|
Name, (Year of Birth), and Address
(1)
|
Position(s) and Length of
Time Served (2) |
Principal Occupation(s)
(3)
|
Agnes Diaz (1971)
|
Vice President since 2013
|
Senior Vice President, Neuberger Berman, since 2012; Employee, NBIA, since 1996; formerly, Vice President, Neuberger Berman, 2007 to 2012; Vice President, ten registered investment companies for which NBIA acts as investment manager and administrator (ten since 2013).
|
Anthony DiBernardo (1979)
|
Assistant Treasurer since 2011
|
Senior Vice President, Neuberger Berman, since 2014; Employee, NBIA, since 2003; formerly, Vice President, Neuberger Berman, 2009 to 2014; Assistant Treasurer, ten registered investment companies for which NBIA acts as investment manager and administrator (nine since 2011 and one since 2013).
|
Sheila R. James (1965)
|
Assistant Secretary since 2002
|
Vice President, Neuberger Berman, since 2008 and Employee since 1999; formerly, Assistant Vice President, Neuberger Berman, 2007; formerly, Employee, NBIA, 1991 to 1999; Assistant Secretary, ten registered investment companies for which NBIA acts as investment manager and administrator (six since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).
|
Brian Kerrane (1969)
|
Chief Operating Officer since 2015 and Vice President since 2008
|
Managing Director, Neuberger Berman, since 2014; Vice President, NBIA, since 2008 and Employee since 1991; Vice President, NBM, since 2008; formerly, Senior Vice President, Neuberger Berman, 2006 to 2014; Chief Operating Officer, ten registered investment companies for which NBIA acts as investment manager and administrator (ten since 2015); Vice President, ten registered investment companies for which NBIA acts as investment manager and administrator (nine since 2008 and one since 2013).
|
Kevin Lyons (1955)
|
Assistant Secretary since 2003
|
Assistant Vice President, Neuberger Berman, since 2008 and Employee since 1999; formerly, Employee, NBIA, 1993 to 1999; Assistant Secretary, ten registered investment companies for which NBIA acts as investment manager and administrator (seven since 2003, one since 2005, one since 2006 and one since 2013).
|
Anthony Maltese (1959)
|
Vice President since 2015
|
Senior Vice President, Neuberger Berman, since 2014 and Employee since 2000; Vice President, ten registered investment companies for which NBIA acts as investment manager and administrator (ten since 2015).
|
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; Employee, NBIA, since 1992; Vice President, ten registered investment companies for which NBIA acts as investment manager and administrator (nine since 2008 and one since 2013).
|
John M. McGovern (1970)
|
Treasurer and Principal Financial and Accounting Officer since 2005
|
Senior Vice President, Neuberger Berman, since 2007; Employee, NBIA, since 1993; Treasurer and Principal Financial and Accounting Officer, ten registered investment companies for which NBIA acts as investment manager and administrator (eight since 2005, one since 2006 and one since 2013); formerly, Vice President, Neuberger Berman, 2004 to 2006; formerly, Assistant Treasurer, eight registered investment companies for which NBIA acts as investment manager and administrator, 2002 to 2005.
|
Frank Rosato (1971)
|
Assistant Treasurer since 2005
|
Vice President, Neuberger Berman, since 2006; Employee, NBIA, since 1995; Assistant Treasurer, ten registered investment companies for which NBIA acts as investment manager and administrator (eight since 2005, one since 2006 and one since 2013).
|
Chamaine Williams (1971)
|
Chief Compliance Officer since 2005
|
Senior Vice President, Neuberger Berman, since 2007; Chief Compliance Officer, NBM, since 2006; Chief Compliance Officer, NBIA, since 2006; Chief Compliance Officer, ten registered investment companies for which NBIA acts as investment manager and administrator (eight since 2005, one since 2006 and one since 2013); formerly, Senior Vice President, LBI, 2007 to 2008; formerly, Vice President, LBI, 2003 to 2006; formerly, Chief Compliance Officer, Lehman Brothers Asset Management Inc., 2003 to 2007; formerly, Chief Compliance Officer, Lehman Brothers Alternative Investment Management LLC, 2003 to 2007.
|
_________________ | ||
(1)
|
The business address of each listed person is 605 Third Avenue, New York, New York 10158.
|
|
(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 for at least the last five years.
|
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
|
||
Faith Colish
Trustee |
$37,412
|
$215,000
|
Michael J. Cosgrove
Trustee |
$10,644
|
$73,370
|
Marc Gary
Trustee |
$10,644
|
$73,370
|
Martha C. Goss
Trustee |
$37,412
|
$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
|
Michael M. Knetter
Trustee |
$37,412
|
$215,000
|
Deborah C. McLean
Trustee |
$2,105
|
$15,000
|
Howard A. Mileaf
Trustee |
$33,907
|
$200,000
|
George W. Morriss
Trustee |
$37,299
|
$220,000
|
Tom D. Seip
Chairman of the Board and
Trustee
|
$42,385
|
$250,000
|
James G. Stavridis
Trustee |
$2,105
|
$15,000
|
Candace L. Straight
Trustee |
$37,299
|
$220,000
|
Peter P. Trapp
Trustee |
$37,412
|
$215,000
|
Fund Trustees who are “Interested Persons”
|
||
Joseph V. Amato
Trustee |
--
|
--
|
Robert Conti
President, Chief Executive Officer and Trustee
|
--
|
--
|
Fund |
Management and Administration Fees
Accrued for Fiscal Years Ended December 31 |
||
2015
|
2014
|
2013
|
|
Guardian Portfolio
|
$618,134
|
$733,044
|
$765,525
|
International Equity Portfolio
|
$910,989
|
$797,518
|
$233,269
|
Mid Cap Growth Portfolio
|
$2,307,923
|
$1,692,342
|
$2,020,125
|
Large Cap Value Portfolio
|
$523,768
|
$592,952
|
$553,375
|
Mid Cap Intrinsic Value Portfolio
|
$1,333,707
|
$1,274,320
|
$1,156,678
|
Real Estate Portfolio
|
N/A^
|
N/A^
|
N/A^
|
Short Duration Bond
Portfolio
|
$1,163,891
|
$1,362,028
|
$1,448,005
|
Socially Responsive Portfolio
|
$3,258,006
|
$2,910,231
|
$2,300,476
|
Fund
|
Class
|
Limitation Period
|
Expense Limitation
|
Guardian
|
I
|
12/31/2019
|
1.00%*
|
S
|
12/31/2019
|
1.25%^
|
|
International Equity
|
S
|
12/31/2019
|
1.50%^
|
Large Cap Value
|
I
|
12/31/2019
|
1.00%*
|
Mid Cap Growth
|
I
|
12/31/2019
|
1.00%*
|
S
|
12/31/2019
|
1.25%^
|
|
Mid Cap Intrinsic Value
|
I
|
12/31/2019
|
1.50%^
|
S
|
12/31/2020
|
1.25%^
|
|
Real Estate
|
I
|
12/31/2019
|
1.75%^
|
Short Duration Bond
|
I
|
12/31/2019
|
1.00%*
|
Socially Responsive
|
I
|
12/31/2019
|
1.30%^
|
S
|
12/31/2019
|
1.17%^
|
Expenses Reimbursed for Fiscal Periods
Ended December 31,
|
||||
Fund
|
Class
|
2015
|
2014
|
2013
|
Class S
|
$16,998
|
$12,553
|
$19,254
|
|
Real Estate
|
Class I
|
$0
|
$0
|
$0
|
Short Duration Bond
|
Class I
|
$0
|
$0
|
$0
|
Socially Responsive
|
Class I
|
$0
|
$0
|
$0
|
Class S
|
$46,514
|
$45,262
|
$55,545
|
Expenses Repaid for Fiscal Periods
Ended December 31,
|
||||
Fund
|
Class
|
2015
|
2014
|
2013
|
Mid Cap Growth
|
Class S
|
$6,663
|
$3,674
|
-
|
Portfolio Manager
|
Fund(s) Managed
|
Ingrid S. Dyott
|
Socially Responsive
Portfolio
|
Michael Foster
|
Short Duration Bond
Portfolio
|
Michael C. Greene
|
Mid Cap Intrinsic Value
Portfolio
|
Brian Jones
|
Real Estate
Portfolio
|
Charles Kantor
|
Guardian
Portfolio
|
Sajjad S. Ladiwala
|
Socially Responsive
Portfolio
|
Eli M. Salzmann
|
Large Cap Value
Portfolio
|
Benjamin Segal
|
International Equity
Portfolio
|
Steve Shigekawa
|
Real Estate
Portfolio
|
Thomas Sontag
|
Short Duration Bond
Portfolio
|
Mamundi Subhas
|
Socially Responsive
Portfolio
|
Kenneth J. Turek
|
Mid Cap Growth
Portfolio
|
Type of Account
|
Number of Accounts Managed
|
Total Assets Managed
($ millions)
|
Number of Accounts Managed for which Advisory Fee is Performance-Based
|
Assets Managed for which Advisory Fee is Performance-Based
($ millions)
|
Ingrid S. Dyott***
|
||||
Registered Investment Companies*
|
3
|
2,770
|
-
|
-
|
Other Pooled Investment Vehicles
|
3
|
327
|
-
|
-
|
Other Accounts**
|
1,270
|
2,430
|
1
|
117
|
Michael Foster***
|
||||
Registered Investment Companies*
|
3
|
293
|
-
|
-
|
Other Pooled Investment Vehicles
|
4
|
671
|
-
|
-
|
Other Accounts**
|
129
|
2,440
|
-
|
-
|
Michael C. Greene***
|
||||
Registered Investment Companies*
|
4
|
710
|
-
|
-
|
Other Pooled Investment Vehicles
|
-
|
-
|
-
|
-
|
Other Accounts**
|
108
|
153
|
-
|
-
|
Brian Jones***
|
||||
Registered Investment Companies*
|
3
|
1,205
|
-
|
-
|
Other Pooled Investment Vehicles
|
2
|
194
|
-
|
-
|
Other Accounts**
|
84
|
682
|
1
|
64
|
Charles Kantor
***
|
||||
Registered Investment Companies*
|
4
|
4,260
|
-
|
-
|
Other Pooled Investment Vehicles
|
3
|
277
|
1
|
42
|
Other Accounts**
|
1,510
|
1,690
|
-
|
-
|
Sajjad S. Ladiwala***
|
||||
Registered Investment Companies*
|
3
|
2,770
|
-
|
-
|
Other Pooled Investment Vehicles
|
3
|
327
|
-
|
-
|
Other Accounts**
|
1,270
|
2,430
|
1
|
117
|
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)
|
Eli M. Salzmann***
|
||||
Registered Investment Companies*
|
3
|
1,343
|
-
|
-
|
Other Pooled Investment Vehicles
|
-
|
-
|
-
|
-
|
Other Accounts**
|
8
|
5
|
-
|
-
|
Benjamin Segal***
|
||||
Registered Investment Companies*
|
7
|
2,688
|
-
|
-
|
Other Pooled Investment Vehicles
|
7
|
359
|
-
|
-
|
Other Accounts**
|
1,399
|
3,576
|
1
|
203
|
Steve Shigekawa***
|
||||
Registered Investment Companies*
|
3
|
1,205
|
-
|
-
|
Other Pooled Investment Vehicles
|
2
|
194
|
-
|
-
|
Other Accounts**
|
84
|
682
|
1
|
64
|
Thomas Sontag***
|
||||
Registered Investment Companies*
|
8
|
3,433
|
-
|
-
|
Other Pooled Investment Vehicles
|
9
|
2,374
|
-
|
-
|
Other Accounts**
|
375
|
29,916
|
-
|
-
|
Mamundi Subhas***
|
||||
Registered Investment Companies*
|
3
|
2,770
|
-
|
-
|
Other Pooled Investment Vehicles
|
3
|
327
|
-
|
-
|
Other Accounts**
|
1,270
|
2,430
|
1
|
117
|
Kenneth J. Turek***
|
||||
Registered Investment Companies*
|
4
|
2,043
|
-
|
-
|
Other Pooled Investment Vehicles
|
1
|
2
|
-
|
-
|
Other Accounts**
|
-
|
-
|
-
|
-
|
Portfolio Manager
|
Fund(s) Managed
|
Dollar Range of Equity Securities Owned in the Fund
|
Ingrid S. Dyott
|
Socially Responsive
Portfolio
|
A
|
Michael Foster
|
Short Duration Bond
Portfolio
|
A
|
Michael C. Greene
|
Mid Cap Intrinsic Value
Portfolio
|
A
|
Brian Jones
|
Real Estate
Portfolio
|
A
|
Charles Kantor
|
Guardian
Portfolio
|
A
|
Sajjad S. Ladiwala
|
Socially Responsive
Portfolio
|
A
|
Eli M. Salzmann
|
Large Cap Value
Portfolio
|
A
|
Benjamin Segal
|
International Equity
Portfolio
|
A
|
Steve Shigekawa
|
Real Estate
Portfolio
|
A
|
Thomas Sontag
|
Short Duration Bond
Portfolio
|
A
|
Mamundi Subhas
|
Socially Responsive
Portfolio
|
A
|
Kenneth J. Turek
|
Mid Cap Growth
Portfolio
|
A
|
Fund
|
Name and Address
|
Percentage of Shares Held
|
Guardian
Portfolio
-
Class I
|
Principal Life Insurance Co.
711 High St.
Des Moines, IA 50392-9992
|
22.16%
|
Security Benefit Life
1 SW Security Benefit Pl.
Topeka, KS 66636-1000
|
19.56%
|
|
Ameritas Life Insurance Corp.
Carillon Account
5900 O St.
Lincoln, NE 68510-2234
|
17.73%
|
Fund
|
Name and Address
|
Percentage of Shares Held
|
Ameritas Life Insurance Corp.
Carillon Life Account
5900 O St.
Lincoln, NE 68510-2234
|
16.13%
|
|
Nationwide Life Insurance Company
(NWVL14)
PO Box 182029
Columbus, OH 43218-2029
|
5.15%
|
|
Guardian
Portfolio
-
Class S
|
Phoenix Life Insurance Co.
15 Tech Valley Dr., Suite 2
E. Greenbush, NY 12061-4137
|
86.58%
|
Phoenix Life Insurance Co.
15 Tech Valley Dr., Suite 2
E. Greenbush, NY 12061-4137
|
8.91%
|
|
International Equity
Portfolio - Class S
|
Prudential Financial
80 Livingston Ave.
Building ROS 3
Roseland, NJ 07068-1798
|
73.88%
|
Riversource Life Insurance Company
222 AXP Financial Center
Minneapolis, MN 55474-0001
|
20.63%
|
|
Large Cap Value
Portfolio Class I
|
Principal Life Insurance Co.
711 High St.
Des Moines, IA 50392-9992
|
8.27 %
|
Fund
|
Name and Address
|
Percentage of Shares Held
|
Lincoln Life and Annuity Variable Annuity Account L
1300 South Clinton St.
Fort Wayne, IN 46802-3506
|
8.02%
|
|
Lincoln Life and Annuity Variable Annuity Account L
1300 South Clinton St.
Fort Wayne, IN 46802-3506
|
8.00 %
|
|
Principal Life Insurance Co.
711 High St.
Des Moines, IA 50392-9992
|
7.28%
|
|
Jefferson National Life Insurance
10350 Ormsby Park Place, Ste. 600
Louisville, KY 40223-6175
|
6.64%
|
|
CG Variable Life Insurance SEP I
1300 South Clinton St.
Mail Stop 4C01
Fort Wayne, IN 46802-3506
|
5.84%
|
|
Lincoln National Life Insurance Co.
Wells Fargo B Share EGMDB Acct W
1300 South Clinton St.
Fort Wayne, IN 46802-3506
|
5.61%
|
|
Ameritas Life Insurance Corp.
Ameritas Variable Separate Account VL
5900 O St.
Lincoln, NE 68510-2234
|
5.41%
|
|
Mid Cap Growth
Portfolio - Class I
|
Lincoln National Life Insurance Co.
Wells Fargo B Share EGMDB ACCT W
1300 South Clinton St.
Fort Wayne, IN 46802-3506
|
33.70%
|
Prudential Financial
80 Livingston Ave.
Building ROS 3
Roseland, NJ 07068-1798
|
20.65%
|
Fund
|
Name and Address
|
Percentage of Shares Held
|
New York Life Insurance and Annuity Corporation
169 Lackawanna Ave.
Parsippany, NJ 07054-1007
|
6.98%
|
|
Nationwide Insurance Co.
PO Box 182029
Columbus, OH 43218
|
5.07%
|
|
American General Life Insurance Co.
AIG Income Advantage
2727 Allen Pkwy., Ste. A
Houston, TX 77019-2116
|
5.05%
|
|
Mid Cap Growth
Portfolio - Class S
|
New York Life Insurance and Annuity Corp
169 Lackawanna Ave.
Parsippany, NJ 07054-1007
|
93.39%
|
Mid Cap Intrinsic Value
Portfolio - Class I
|
Lincoln National Life Insurance Co.
Wells Fargo B Share EGMDB Acct W
1300 South Clinton St.
Fort Wayne, IN 46802-3506
|
45.35%
|
TIAA-CREF Life Separate AC VA-1
OF TIAA-CREF Life Insurance Co.
730 3
rd
Ave., # 14/41
New York, NY 10017-3206
|
25.59%
|
|
Jefferson National Life Insurance
10350 Ormsby Park Place Ste. 600
Louisville, KY 40223-6175
|
6.17%
|
|
Mid Cap Intrinsic Value
Portfolio - Class S
|
Ohio National Life Insurance Company For the Benefit of its Separate Accounts
1 Financial Way
Cincinnati, OH 45242-5851
|
96.16%
|
Real Estate
Portfolio - Class S
|
Neuberger Berman LLC
605 3
rd
Ave 3
rd
Floor
New York, NY 10158-3698
|
100%
|
Fund
|
Name and Address
|
Percentage of Shares Held
|
Short Duration Bond
Portfolio - Class I
|
Nationwide Life Insurance Company
(NWVAII)
PO Box 182029
Columbus, OH 43218-2029
|
61.25%
|
Nationwide Life Insurance Company
(NWVA9)
PO Box 182029
Columbus, OH 43218-2029
|
13.77%
|
|
Socially Responsive
Portfolio - Class I
|
Northwestern Mutual Life Variable Annuity Account B
20 E Wisconsin Ave.
Milwaukee, WI 53202-4703
|
76.62%
|
Nationwide Life Insurance Company
(NWVAII)
C/O IPO Portfolio Accounting
PO Box 182029
Columbus, OH 43218-2029
|
6.60%
|
|
Socially Responsive
Portfolio - Class S
|
Security Benefit Life
1 SW Security Benefit Pl.
Topeka, KS 66636-1000
|
57.76%
|
Security Benefit Life Insurance Co.
FBO Unbundled
1 SW Security Benefit Pl.
Topeka, KS 66636-1000
|
10.31%
|
|
Riversource Life Insurance Company
222 AXP Financial Center
Minneapolis, MN 55474-0001
|
10.06%
|
Fund
|
Name & Address
|
Percent Owned
|
Fund
|
Name & Address
|
Percent Owned
|
Guardian
Portfolio
|
Phoenix Life Insurance Co.
15 Tech Valley Dr., Suite 2
E. Greenbush, NY 12061-4137
|
70.50%
|
International Equity
Portfolio
|
Prudential Financial
80 Livingston Ave.
Building Ros 3
Roseland, NJ 07068-1798
|
73.88%
|
Large Cap Value
Portfolio
|
N/A
|
N/A
|
Mid Cap Growth
Portfolio
|
New York Life Insurance and Annuity Corp.
169 Lackawanna Ave.
Parsippany, NJ 07054-1007
|
66.85%
|
Mid Cap Intrinsic Value
Portfolio
|
Ohio National Life Insurance Company
For the Benefit of its Separate Accounts
1 Financial Way
Cincinnati, OH 45242-5851
|
34.34%
|
Lincoln National Life Insurance Co.
1300 South Clinton St.
Fort Wayne, IN 46802-3506
|
29.15%
|
|
Real Estate
Portfolio
|
Neuberger Berman LLC
605 3
rd
Avenue 3
rd
Floor
New York, NY 10158-3698
|
100%
|
Short Duration Bond
Portfolio
|
Nationwide Life Insurance Company (NWVAII)
PO Box 182029
Columbus, OH 43218-2029
|
83.81%
|
Socially Responsive
Portfolio
|
Northwestern Mutual Life
Variable Annuity Account B
720 E Wisconsin Ave.
Milwaukee, WI 53202-4703
|
66.83%
|
Exhibit
Number
|
|
Description
|
|
(a)
|
(1)
|
Amended and Restated Certificate of Trust. Incorporated by Reference to Post-Effective Amendment No. 56 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed May 1, 2007).
|
|
(2)
|
Amended and Restated Trust Instrument. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014).
|
||
(3)
|
Schedule A to Amended and Restated Trust Instrument - Listing the Current Series and Classes of Registrant. (Filed herewith).
|
||
(b)
|
By-laws. Incorporated by Reference to Post-Effective Amendment No. 62 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2010).
|
||
(c)
|
(1)
|
Amended and Restated Trust Instrument, Article V. Incorporated by Reference to Item (a)(2) above.
|
|
(2)
|
By-Laws, Amended and Restated, Articles V, VI, and VIII. Incorporated by Reference to Item (b) above.
|
||
(d)
|
(1)
|
Management Agreement Between Registrant and Neuberger Berman Management LLC ("NB Management"). Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014).
|
|
(2)
|
Schedules A and B to the Management Agreement. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014).
|
||
(3)
|
Management Agreement Between Registrant and NB Management for Absolute Return Multi-Manager Portfolio. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014).
|
||
(4)
|
Novation of Management Agreements entered into as of January 1, 2016, by and among Registrant, NB Management, and Neuberger Berman Investment Advisers LLC ("NBIA") with Respect to all Series whether now existing or hereafter established that are subject to the Management Agreements dated May 4, 2009, Item (d)(1) above, and April 30, 2014, Item (d)(3) above, by and between Registrant and NB Management. (Filed herewith).
|
||
(5)
|
(i)
|
Sub-Advisory Agreement between NB Management, NBAIM and Blue Jay Capital Management, LLC with respect to Neuberger Berman Absolute Return Multi-Manager Fund, Neuberger Berman Long Short Multi-Manager Fund, and Neuberger Berman Absolute Return Multi-Manager Portfolio. Incorporated by Reference to Post-Effective Amendment No. 44 to Neuberger Berman Alternative Funds' Registration Statement on Form N-1A, File Nos. 333-122847 and 811-21715. (Filed February 26, 2015). | |
(ii)
|
(a) Sub-Advisory Agreement between NB Management, NBAIM and Cramer Rosenthal McGlynn LLC with respect to Neuberger Berman Absolute Return Multi-Manager Fund. Incorporated by Reference to Post-Effective Amendment No. 17 to Neuberger Berman Alternative Funds' Registration Statement on Form N-1A, File Nos. 333-122847 and 811-21715. (Filed May 15, 2012). | ||
(b) Amendment No. 1 to Sub-Advisory Agreement between NB Management, NBAIM and Cramer Rosenthal McGlynn LLC with respect to Neuberger Berman Absolute Return Multi-Manager Fund. Incorporated by Reference to Post-Effective Amendment No. 31 to Neuberger Berman Alternative Funds' Registration Statement on Form N-1A, File Nos. 333-122847 and 811-21715. (Filed December 18, 2013).
|
Exhibit
Number
|
Description | ||
(c) Amendment No. 2 to Sub-Advisory Agreement between NB Management, NBAIM and Cramer Rosenthal McGlynn LLC with respect to Neuberger Berman Absolute Return Multi-Manager Fund and Neuberger Berman Long Short Multi-Manager Fund. Incorporated by Reference to Post-Effective Amendment No. 31 to Neuberger Berman Alternative Funds' Registration Statement on Form N-1A, File Nos. 333-122847 and 811-21715. (Filed December 18, 2013).
|
|||
(d) Amendment No. 3 to Sub-Advisory Agreement between NB Management, NBAIM and Cramer Rosenthal McGlynn LLC with respect to Neuberger Berman Absolute Return Multi-Manager Fund, Neuberger Berman Long Short Multi-Manager Fund and Absolute Return Multi-Manager Portfolio. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014). | |||
(iii) |
(a) Sub-Advisory Agreement between NB Management, NBAIM and GAMCO Asset Management, Inc. with respect to Neuberger Berman Absolute Return Multi-Manager Fund. Incorporated by Reference to Post-Effective Amendment No. 17 to Neuberger Berman Alternative Funds' Registration Statement on Form N-1A, File Nos. 333-122847 and 811-21715. (Filed May 15, 2012).
|
||
(b) Amendment No. 1 to Sub-Advisory Agreement between NB Management, NBAIM and GAMCO Asset Management, Inc. with respect to Neuberger Berman Absolute Return Multi-Manager Fund and Absolute Return Multi-Manager Portfolio. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014).
|
|||
(iv) |
(a) Sub-Advisory Agreement between NB Management, NBAIM and Good Hill Partners LP with respect to Neuberger Berman Absolute Return Multi-Manager Portfolio. Incorporated by reference to Post-Effective Amendment No. 31 to Neuberger Berman Alternative Funds' Registration Statement on Form N-1A, File Nos. 333-122847 and 811-21715. (Filed December 18, 2013).
|
||
(b) Amendment No. 1 to Sub-Advisory Agreement between NB Management, NBAIM and Good Hill Partners LP with respect to Neuberger Berman Absolute Return Multi-Manager Fund, Neuberger Berman Long Short Multi-Manager Fund and Absolute Return Multi-Manager Portfolio. (Filed herewith).
|
|||
(v) |
(a) Sub-Advisory Agreement between NB Management, NBAIM and Lazard Asset Management LLC with respect to Neuberger Berman Absolute Return Multi-Manager Fund. Incorporated by Reference to Post-Effective Amendment No. 31 to Neuberger Berman Alternative Funds' Registration Statement on Form N-1A, File Nos. 333-122847 and 811-21715. (Filed December 18, 2013).
|
||
(b) Amendment No. 1 to Sub-Advisory Agreement between NB Management, NBAIM and Lazard Asset Management LLC with respect to Neuberger Berman Absolute Return Multi-Manager Fund and Neuberger Berman Long Short Multi-Manager Fund. Incorporated by Reference to Post-Effective Amendment No. 31 to Neuberger Berman Alternative Funds' Registration Statement on Form N-1A, File Nos. 333-122847 and 811-21715. (Filed December 18, 2013).
|
|||
(c) Amendment No. 2 to Sub-Advisory Agreement between NB Management, NBAIM and Lazard Asset Management LLC with respect to Neuberger Berman Absolute Return Multi-Manager Fund, Neuberger Berman Long Short Multi-Manager Fund, and Absolute Return Multi-Manager Portfolio. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014).
|
Exhibit
Number
|
Description
|
||
(f)
|
Bonus or Profit Sharing Contracts – None
|
||
(g)
|
(1)
|
Custodian Contract Between Registrant and State Street Bank and Trust Company. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014).
|
|
(2)
|
Amendment to Custodian Contract Between Registrant and State Street Bank and Trust Company. Incorporated by Reference to Post-Effective Amendment No. 56 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed May 1, 2007).
|
||
(3)
|
Custodian Fee Schedule. Incorporated by Reference to Post-Effective Amendment No. 56 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed May 1, 2007).
|
||
(4)
|
Schedule B to the Custodian Contract. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014).
|
||
(5)
|
Custodian Contract Between Registrant and J.P. Morgan Chase Bank, N.A. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014).
|
||
(h)
|
(1)
|
Transfer Agency Agreement Between Registrant and State Street Bank and Trust Company. Incorporated by Reference to Post-Effective Amendment No. 56 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed May 1, 2007).
|
|
(2)
|
(i)
|
Administration Agreement Between Registrant and NB Management for I Class Shares. Incorporated by Reference to Post-Effective Amendment No. 62 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2010). | |
(ii) | Amended Administration Agreement Schedule for Class I Shares. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014). | ||
(3) | (i) | Administration Agreement Between Registrant and NB Management for S Class Shares. Incorporated by Reference to Post-Effective Amendment No. 62 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2010). | |
(ii) | Amended Administration Agreement Schedule for Class S Shares. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014). | ||
|
|
||
(4)
|
Novation of Administration Agreements entered into as of January 1, 2016, by and among Registrant, NB Management, and NBIA with Respect to all Series whether now existing or hereafter established that are subject to the Administration Agreements dated April 30, 2014 for Class I Shares, Item (h)(2) above, and April 30, 2014, for Class S Shares, Item (h) (3) above, by and between Registrant and NB Management. (Filed herewith).
|
||
(5)
|
Form of Fund Participation Agreement. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014).
|
||
(6)
|
Expense Limitation Agreement Between Registrant and NBIA. (Filed herewith).
|
||
(7)
|
Form of Distribution and Administrative Services Agreement on behalf of Registrant. Incorporated by Reference to Post-Effective Amendment No. 37 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 26, 2002).
|
||
(8)
|
Form of Services Agreement. Incorporated by Reference to Post-Effective Amendment No. 44 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed February 23, 2004).
|
||
(i)
|
Opinion and Consent of K&L Gates LLP (Filed herewith).
|
||
(j)
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. (Filed herewith).
|
NAME
|
BUSINESS AND OTHER CONNECTIONS
|
Andrew B. Allard
General Counsel – Mutual Funds and
Senior Vice President, NBIA
|
Senior Vice President, NB LLC; Deputy General Counsel, NB LLC; Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002) and Anti-Money Laundering Compliance Officer, Neuberger Berman Advisers Management Trust, Neuberger Berman Alternative Funds, Neuberger Berman Equity Funds, Neuberger Berman Income Funds, Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman High Yield Strategies Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman MLP Income Fund Inc., Neuberger Berman New York Intermediate Municipal Fund Inc., and Neuberger Berman Real Estate Securities Income Fund Inc.
|
NAME
|
BUSINESS AND OTHER CONNECTIONS
|
Joseph V. Amato
Chief Investment Officer (Equities)
and Managing Director, NBIA
|
Chief Executive Officer and President, Neuberger Berman Holdings LLC (including its predecessor, Neuberger Berman Inc.); President and Director of Neuberger Berman Group LLC; Chief Executive Officer and President, NB LLC; Managing Director, Neuberger Berman Fixed Income LLC ("NBFI"); Board member, NBFI; Trustee, Neuberger Berman Advisers Management Trust, Neuberger Berman Alternative Funds, Neuberger Berman Equity Funds, and Neuberger Berman Income Funds; Director, Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman High Yield Strategies Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman MLP Income Fund Inc., Neuberger Berman New York Intermediate Municipal Fund Inc., and Neuberger Berman Real Estate Securities Income Fund Inc.
|
Thanos Bardas
Managing Director, NBIA |
Managing Director, NBFI; Managing Director, NB LLC; Portfolio Manager.
|
John J. Barker
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Michael L. Bowyer
Managing Director, NBIA
|
Managing Director, NB LLC; Associate Portfolio Manager.
|
Claudia A. Brandon
Senior Vice President and Assistant
Secretary, NBIA
|
Senior Vice President, NB LLC; Executive Vice President and Secretary, Neuberger Berman Advisers Management Trust, Neuberger Berman Alternative Funds, Neuberger Berman Equity Funds, Neuberger Berman Income Funds, Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman High Yield Strategies Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman MLP Income Fund Inc., Neuberger Berman New York Intermediate Municipal Fund Inc., and Neuberger Berman Real Estate Securities Income Fund Inc.
|
David M. Brown
Managing Director, NBIA |
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
Chad Bruso
Senior Vice President, NBIA |
Senior Vice President, NB LLC; Portfolio Manager.
|
Stephen Casey
Managing Director, NBIA
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
Brad E. Cetron
Chief Compliance Officer, Managing
Director and Director of Compliance
(Broker Dealer), NBIA
|
Chief Compliance Officer and Managing Director, NB LLC.
|
Robert Conti
President and Chief Executive Officer,
NBIA
|
Managing Director, NB LLC; Managing Director, NBFI; President, Chief Executive Officer and Trustee, Neuberger Berman Advisers Management Trust, Neuberger Berman Alternative Funds, Neuberger Berman Equity Funds, and Neuberger Berman Income Funds; President, Chief Executive Officer and Director, Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman High Yield Strategies Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman MLP Income Fund Inc., Neuberger Berman New York Intermediate Municipal Fund Inc., and Neuberger Berman Real Estate Securities Income Fund Inc.
|
NAME | BUSINESS AND OTHER CONNECTIONS |
Fred Ingham
Managing Director, NBIA |
Managing Director, NBAIM; Portfolio Manager.
|
James L. Iselin
Managing Director, NBIA |
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
Ajay Jain
Managing Director, NBIA
|
Managing Director, NBEL; Portfolio Manager.
|
Andrew A. Johnson
Managing Director, NBIA
|
Managing Director, NB LLC; Managing Director and Board Member, NBFI; Portfolio Manager.
|
Jon Johnson
Managing Director, NBIA |
Managing Director, NBFI; Managing Director, NBEL; Portfolio Manager.
|
Brian C. Jones
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Gerald Kaminsky
Managing Director, NBIA |
Managing Director, NB LLC; Senior Advisor.
|
Michael Kaminsky
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Charles Kantor
Managing Director, NBIA |
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
Vera Kartseva
Vice President, NBIA
|
Vice President, NBFI; Vice President, NBEL; Portfolio Manager.
|
Hakan Kaya
Senior Vice President, NBIA |
Senior Vice President, NB LLC; Senior Vice President, NBFI; Portfolio Manager.
|
Brian Kerrane
Vice President, NBIA
|
Managing Director, NB LLC; Chief Operating Officer and Vice President, Neuberger Berman Advisers Management Trust, Neuberger Berman Alternative Funds, Neuberger Berman Equity Funds, Neuberger Berman Income Funds, Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman High Yield Strategies Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman MLP Income Fund Inc., Neuberger Berman New York Intermediate Municipal Fund Inc., and Neuberger Berman Real Estate Securities Income Fund Inc.
|
David A. Kiefer
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Eric Knutzen
Managing Director, NBIA
|
Managing Director, NB LLC; Managing Director, NBFI; Multi-Asset Class Chief Investment Officer, Neuberger Berman Group LLC; Portfolio Manager.
|
David Kupperman
Managing Director, NBIA |
Managing Director, NB LLC; Managing Director, NBAIM; Portfolio Manager.
|
Anton Kwang
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Sajjad S. Ladiwala
Managing Director, NBIA |
Managing Director, NB LLC; Associate Portfolio Manager.
|
NAME | BUSINESS AND OTHER CONNECTIONS |
Ugo Lancioni
Managing Director, NBIA |
Managing Director, NBFI; Managing Director, NBEL; Portfolio Manager.
|
Wai Lee
Managing Director, NBIA |
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
David M. Levine
Senior Vice President, NBIA
|
Senior Vice President, NB LLC; Portfolio Manager.
|
Richard S. Levine
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Raoul Luttik
Managing Director, NBIA
|
Managing Director, NBFI; Managing Director, NBEL; Portfolio Manager.
|
Joseph P. Lynch
Managing Director, NBIA |
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
Jeffrey Majit
Managing Director, NBIA |
Managing Director, NB LLC; Managing Director, NBAIM; Portfolio Manager.
|
Thomas J. Marthaler
Managing Director, NBIA |
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
James F. McAree
Senior Vice President, NBIA
|
Senior Vice President, NB LLC; Portfolio Manager.
|
S. Blake Miller
Managing Director, NBIA
|
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
Norman Milner
Managing Director, NBIA
|
Managing Director, NBFI; Portfolio Manager.
|
Marco Minonne
Vice President, NBIA |
Vice President, NB LLC; Portfolio Manager.
|
Trevor Moreno
Vice President, NBIA |
Vice President, NB LLC; Portfolio Manager.
|
Arthur Moretti
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Richard S. Nackenson
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Benjamin H. Nahum
Managing Director, NBIA
|
Managing Director, NB LLC; Portfolio Manager.
|
Thomas P. O'Reilly
Managing Director, NBIA |
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
Eric J. Pelio
Managing Director, NBIA |
Senior Vice President, NBFI; Portfolio Manager.
|
Alexandra Pomeroy
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Nish Popat
Managing Director, NBIA
|
Managing Director, NBFI; Managing Director, NBEL; Portfolio Manager.
|
NAME |
BUSINESS AND OTHER CONNECTIONS
|
Douglas A. Rachlin
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Brett S. Reiner
Managing Director, NBIA |
Managing Director, NB LLC; Associate Portfolio Manager.
|
Conrad A. Saldanha
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Eli M. Salzmann
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Mindy Schwartzapfel
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Benjamin E. Segal
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Saurin D. Shah
Managing Director, NBIA
|
Managing Director, NB LLC; Portfolio Manager.
|
Steve Shigekawa
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Yves C. Siegel
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Amit Solomon
Managing Director, NBIA
|
Managing Director, NB LLC; Portfolio Manager.
|
Thomas A. Sontag
Managing Director, NBIA |
Managing Director, NB LLC; Managing Director, NBFI; Portfolio Manager.
|
Gregory G. Spiegel
Managing Director, NBIA |
Managing Director, NB LLC; Associate Portfolio Manager.
|
Mamundi Subhas
Senior Vice President, NBIA |
Senior Vice President, NB LLC; Portfolio Manager.
|
Mark D. Sullivan
Senior Vice President, NBIA |
Senior Vice President, NB LLC; Portfolio Manager.
|
Lihui Tang
Managing Director, NBIA
|
Managing Director, Neuberger Berman Asia Limited ("NB Asia"); Portfolio Manager.
|
Bradley C. Tank
Chief Investment Officer (Fixed Income) and Managing Director, NBIA
|
Managing Director, NB LLC; Chief Executive Officer, Chairman and Managing Director, NBFI; Portfolio Manager.
|
Gillian Tiltman
Senior Vice President, NBIA |
Senior Vice President, NB LLC; Portfolio Manager.
|
Kenneth J. Turek
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
NAME | BUSINESS AND OTHER CONNECTIONS |
Gorky Urquieta
Managing Director, NBIA
|
Managing Director, NBFI; Portfolio Manager.
|
Judith M. Vale
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Bart Van der Made
Managing Director, NBIA
|
Managing Director, NBFI; Managing Director, NBEL; Portfolio Manager.
|
Eric Weinstein
Managing Director, NBIA |
Managing Director, NB LLC; Managing Director, NBAIM.
|
Richard Werman
Managing Director, NBIA |
Managing Director, NB LLC; Portfolio Manager.
|
Chamaine Williams
Chief Compliance Officer, Senior
Vice President and Director of
Compliance (Investment Adviser), NBIA
|
Chief Compliance Officer, Neuberger Berman Advisers Management Trust, Neuberger Berman Alternative Funds, Neuberger Berman Equity Funds, Neuberger Berman Income Funds, Neuberger Berman California Intermediate Municipal Fund Inc., Neuberger Berman High Yield Strategies Fund Inc., Neuberger Berman Intermediate Municipal Fund Inc., Neuberger Berman MLP Income Fund Inc., Neuberger Berman New York Intermediate Municipal Fund Inc., and Neuberger Berman Real Estate Securities Income Fund Inc.
|
Yulin (Frank) Yao
Managing Director, NBIA
|
Managing Director, NB Asia; Portfolio Manager.
|
Ping Zhou
Senior Vice President, NBIA
|
Senior Vice President, NB LLC; Senior Vice President, NBFI; Senior Portfolio Manager.
|
NAME |
POSITIONS AND OFFICES
WITH UNDERWRITER |
POSITIONS AND OFFICES
WITH REGISTRANT |
Andrew B. Allard
|
General Counsel – Mutual Funds and Senior Vice President
|
Anti-Money Laundering Compliance Officer and Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes – Oxley Act of 2002)
|
Joseph V. Amato
|
Chief Investment Officer (Equities) and Managing Director
|
Trustee
|
Thanos Bardas
|
Managing Director
|
None
|
John J. Barker
|
Managing Director
|
None
|
Michael L. Bowyer
|
Managing Director
|
None
|
Claudia A. Brandon
|
Senior Vice President and Assistant Secretary
|
Executive Vice President and Secretary
|
David M. Brown
|
Managing Director
|
None
|
Chad Bruso
|
Senior Vice President
|
None
|
NAME
|
POSITIONS AND OFFICES
WITH UNDERWRITER |
POSITIONS AND OFFICES
WITH REGISTRANT |
Stephen Casey
|
Managing Director
|
None
|
Brad E. Cetron
|
Chief Compliance Officer, Managing Director and Director of Compliance (Broker Dealer)
|
None
|
Robert Conti
|
President and Chief Executive Officer
|
President, Chief Executive Officer and Trustee
|
William R. Covode
|
Managing Director
|
None
|
Timothy Creedon
|
Managing Director
|
None
|
Robert W. D'Alelio
|
Managing Director
|
None
|
Alexandre Da Silva
|
Senior Vice President
|
None
|
James J. Dempsey
|
Chief Financial Officer, Treasurer and Senior Vice President
|
None
|
Rick Dowdle
|
Managing Director
|
None
|
Daniel Doyle
|
Managing Director
|
None
|
Rob Drijkoningen
|
Managing Director
|
None
|
Ingrid Dyott
|
Managing Director
|
None
|
Michael Foster
|
Senior Vice President
|
None
|
James Gartland
|
Managing Director
|
None
|
Daniel Geber
|
Managing Director
|
None
|
Maxine L. Gerson
|
Secretary and Managing Director
|
None
|
Anthony Gleason
|
Managing Director
|
None
|
Jennifer Gorgoll
|
Managing Director
|
None
|
Michael C. Greene
|
Managing Director
|
None
|
Ian Haas
|
Senior Vice President
|
None
|
William Hunter
|
Senior Vice President
|
None
|
Fred Ingham
|
Managing Director
|
None
|
James L. Iselin
|
Managing Director
|
None
|
Ajay Jain
|
Managing Director
|
None
|
Andrew A. Johnson
|
Managing Director
|
None
|
Jon Johnson
|
Managing Director
|
None
|
Brian C. Jones
|
Managing Director
|
None
|
Gerald Kaminsky
|
Managing Director
|
None
|
Michael Kaminsky
|
Managing Director
|
None
|
Charles Kantor
|
Managing Director
|
None
|
Vera Kartseva
|
Vice President
|
None
|
Hakan Kaya
|
Senior Vice President
|
None
|
Brian Kerrane
|
Vice President
|
Chief Operating Officer and Vice President
|
David A. Kiefer
|
Managing Director
|
None
|
Eric Knutzen
|
Managing Director
|
None
|
David Kupperman
|
Managing Director
|
None
|
Anton Kwang
|
Managing Director
|
None
|
Sajjad S. Ladiwala
|
Managing Director
|
None
|
Ugo Lancioni
|
Managing Director
|
None
|
Wai Lee
|
Managing Director
|
None
|
David M. Levine
|
Senior Vice President
|
None
|
Richard S. Levine
|
Managing Director
|
None
|
Raoul Luttik
|
Managing Director
|
None
|
Joseph P. Lynch
|
Managing Director
|
None
|
Jeffrey Majit
|
Managing Director
|
None
|
|
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
|
|
|
By:
Name:
Title:
|
/s/ Robert Conti
Robert Conti
President and Chief Executive Officer
|
|
|
|
Signature
|
Title
|
Date
|
/s/
Robert Conti
|
President, Chief Executive Officer
and Trustee
|
April 22, 2016
|
Robert Conti
|
||
/s/ John M. McGovern
|
Treasurer and Principal Financial and
Accounting Officer
|
April 22, 2016
|
John M. McGovern
|
||
/s/ Joseph V. Amato
|
Trustee
|
April 22, 2016
|
Joseph V. Amato*
|
||
/s/ Faith Colish
|
Trustee
|
April 22, 2016
|
Faith Colish*
/s/ Michael J. Cosgrove
|
Trustee
|
April 22, 2016
|
Michael J. Cosgrove*
/s/ Marc Gary
|
Trustee
|
April 22, 2016
|
Marc Gary*
|
||
/s/ Martha C. Goss
|
Trustee
|
April 22, 2016
|
Martha C. Goss*
|
||
/s/ Michael M. Knetter
|
Trustee
|
April 22, 2016
|
Michael M. Knetter*
|
||
/s/ Deborah C. McLean
|
Trustee
|
April 22, 2016
|
Deborah C. McLean*
|
||
/s/ Howard A. Mileaf
|
Trustee
|
April 22, 2016
|
Howard A. Mileaf*
|
||
/s/ George W. Morriss
|
Trustee
|
April 22, 2016
|
George W. Morriss*
|
||
/s/ Tom D. Seip
|
Chairman of the Board and Trustee
|
April 22, 2016
|
Tom D. Seip*
|
||
/s/ James G. Stavridis
|
Trustee
|
April 22, 2016
|
James G. Stavridis*
|
||
/s/ Candace L. Straight
|
Trustee
|
April 22, 2016
|
Candace L. Straight*
|
/s/ Peter P. Trapp
|
Trustee
|
April 22, 2016
|
Peter P. Trapp*
|
Exhibit Number
|
Description
|
(a)(3)
|
Schedule A to Amended and Restated Trust Instrument
|
(d)(4)
|
Novation of Management Agreements
|
(d)(5)(iv)(b)
|
Amendment No. 1 to Sub-Advisory Agreement between NB Management, NBAIM and Good Hill Partners LP
|
(h)(4)
|
Novation of Administration Agreements
|
(h)(6)
|
Expense Limitation Agreement Between Registrant and NBIA
|
(i)
|
Opinion and Consent of K&L Gates LLP
|
(j)
|
Consent of Ernst &Young LLP, Independent Registered Public Accounting Firm
|
(o)
|
Power of Attorney
|
(p)(1)
|
Code of Ethics for Registrant, NBIA, NB Management, NB LLC, and NBAIM
|
(p)(6)
|
Code of Ethics for Sound Point Capital Management, L.P.
|
NEUBERGER BERMAN MANAGEMENT LLC
|
||
By:
|
|
/s/ Robert Conti
|
Name:
|
Robert Conti
|
|
Title:
|
|
President
|
NEUBERGER BERMAN INVESTMENT ADVISERS LLC
|
||
By:
|
|
/s/ Robert Conti
|
Name:
|
Robert Conti
|
|
Title:
|
Managing Director
|
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
|
||
By:
|
|
/s/ Robert Conti
|
Name:
|
|
Robert Conti
|
Title:
|
|
Chief Executive Officer
|
1.
|
Schedule A of the Agreement is hereby deleted in its entirety and replaced with the new Schedule A attached hereto.
|
2.
|
Schedule B of the Agreement is hereby deleted in its entirety and replaced with the new Schedule B attached hereto.
|
3.
|
The last sentence of the third paragraph of Section 11 of the Agreement is hereby deleted in its entirety and replaced with the following:
|
4.
|
Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect.
|
5.
|
This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same Amendment.
|
GOOD HILL PARTNERS LP
By:
/s/ William Hauf
Name: William Hauf
Title: COO/CFO
|
NEUBERGER BERMAN MANAGEMENT LLC
By:
/s/ Robert Conti
Name:
Title:
|
Trust
|
Series
|
Neuberger Berman Alternative Funds
|
Neuberger Berman Absolute Return Multi-Manager Fund
|
Neuberger Berman Advisers Management Trust
|
Absolute Return Multi-Manager Portfolio
|
|
||
NEUBERGER BERMAN MANAGEMENT LLC
|
||
By:
|
|
/s/ Robert Conti
|
Name:
|
|
Robert Conti
|
Title:
|
|
President
|
|
||
NEUBERGER BERMAN INVESTMENT ADVISERS LLC
|
||
By:
|
/s/ Robert Conti
|
|
Name:
|
|
Robert Conti
|
Title:
|
Managing Director
|
|
|
||
NEUBERGER BERMAN ADVIERS MANAGEMENT TRUST
|
||
By:
|
/s/ Robert Conti
|
|
Name:
|
Robert Conti
|
|
Title:
|
|
Chief Executive Officer
|
|
By:
|
/s/ Robert Conti
|
|
|
|
|
|
|
Name:
|
Robert Conti
|
|
Title: | President and Chief Executive Officer |
Fund
|
Class
|
Limitation Period
|
Expense Limitation
|
Absolute Return Multi-Manager Portfolio
|
S*
|
12/31/2019
|
2.40%
|
Guardian
Portfolio
|
I**
|
12/31/2019
|
1.00%
|
S^
|
12/31/2019
|
1.25%
|
|
International Equity
Portfolio
|
S^
|
12/31/2019
|
1.50%
|
Large Cap Value
Portfolio
|
I**
|
12/31/2019
|
1.00%
|
Mid Cap Growth
Portfolio
|
I**
|
12/31/2019
|
1.00%
|
S^
|
12/31/2019
|
1.25%
|
|
Mid Cap Intrinsic Value
Portfolio
|
I^
|
12/31/2019
|
1.50%
|
S^
|
12/31/2020
|
1.25%
|
|
Real Estate
Portfolio
|
I^
|
12/31/2019
|
1.75%
|
Short Duration Bond
Portfolio
|
I**
|
12/31/2019
|
1.00%
|
Socially Responsive
Portfolio
|
I^
|
12/31/2019
|
1.30%
|
S^
|
12/31/2019
|
1.17%
|
SERIES
|
CLASSES
|
Absolute Return Multi-Manager Portfolio
|
Class S
|
Guardian Portfolio
|
Class I, Class S
|
International Equity Portfolio
|
Class S
|
Large Cap Value Portfolio
|
Class I
|
Mid-Cap Growth Portfolio
|
Class I, Class S
|
Mid Cap Intrinsic Value Portfolio
|
Class I, Class S
|
Real Estate Portfolio
|
Class S
|
Short Duration Bond Portfolio
|
Class I
|
Socially Responsive Portfolio
|
Class I, Class S
|
|
By:
|
/s/ Robert Conti | |
Name: | Robert Conti | ||
Title: | President and Chief Executive Officer |
Signature
|
Title
|
/s/ Joseph V. Amato
Joseph V. Amato
|
Trustee
|
/s/ Faith Colish
Faith Colish
|
Trustee
|
/s/ Robert Conti
Robert Conti
/s/ Michael J. Cosgrove
Michael J. Cosgrove
/s/ Marc Gary
Marc Gary
|
President, Chief Executive Officer and Trustee
Trustee
Trustee
|
/s/ Martha C. Goss
Martha C. Goss
|
Trustee
|
/s/ Michael M. Knetter
Michael M. Knetter
|
Trustee
|
/s/ Howard A. Mileaf
Howard A. Mileaf
/s/ Deborah C. McLean
Deborah C. McLean
|
Trustee
Trustee
|
/s/ George W. Morriss
George W. Morriss
|
Trustee
|
/s/ Tom D. Seip
Tom D. Seip
/s/ James G. Stavridis
James G. Stavridis
|
Chairman of the Board and Trustee
Trustee
|
/s/ Candace L. Straight
Candace L. Straight
|
Trustee
|
/s/ Peter P. Trapp
Peter P. Trapp
|
Trustee
|
Statement of General Principles
|
5
|
|
A. General Prohibitions
|
6
|
|
B. Definitions
|
6
|
|
C. Code Policies
|
11
|
|
1.
|
Covered Accounts
|
11
|
2.
|
Initial Public Offerings
|
12
|
3.
|
Insider Trading
|
12
|
4.
|
Transactions in Restricted List Securities
|
12
|
5.
|
Private Placements
|
12
|
6.
|
Dissemination of Client Information
|
13
|
7.
|
Gifts
|
13
|
8.
|
Related Issuer
|
13
|
9.
|
Trading Opposite Clients
|
13
|
10.
|
Service on a Board of Directors
|
14
|
11.
|
Limitations on Short and Long Positions
|
14
|
12.
|
Transactions in Shares of Funds
|
14
|
13.
|
Sanctions
|
15
|
14.
|
Violations
|
15
|
D. Reporting Requirements
|
15
|
|
1.
|
Reports by Access Persons
|
15
|
2.
|
Reports by Disinterested Directors/Trustees |
16
|
3.
|
Exceptions to Reporting Requirements
|
17
|
4.
|
Notification of Reporting Obligations
|
17
|
E. Code Procedures
|
17
|
|
1.
|
Maintenance of Covered Accounts |
17
|
2.
|
Pre-Clearance of Securities Transactions
|
18
|
a. Access Persons
|
18
|
|
b. Advisory Persons
|
18
|
|
c. NB CEF Insiders
|
19
|
|
d. Exceptions from Pre-Clearance Requirement
|
19
|
|
3
|
Blackout Period
|
19
|
a. Same Day – Advisory Persons of a Fund
|
19
|
|
b. Research Personnel
|
19
|
|
4.
|
Price Restitution
|
19
|
a. Same Day Price Restitution
|
19
|
|
b. Five(5)/One(1) Day Price Restitution – Advisory Persons
|
20
|
|
c. Price Restitution Execution
|
20
|
|
d. Exceptions to Price Restitution
|
20
|
|
5.
|
Holding Periods
|
21
|
a. Thirty (30) Day Holding Period
|
21
|
|
b. Sixty (60) Day Holding Period
|
21
|
c. Exceptions to the Holding Periods
|
21
|
|
6.
|
Code Procedures Monitoring |
22
|
F. NB Funds’ Ethics and Compliance Committee
|
22
|
|
G.
Annual Report to the NB Funds’ Board
|
22
|
|
H. Administration
|
23
|
|
I. Recordkeeping
|
23
|
|
Exhibit A:
Compliance Contacts
|
25
|
|
Exhibit B:
Applicability of Code Procedures to Temporary Access Persons
|
26
|
·
|
Employees must at all times place the interests of Clients ahead of their personal interests - Client trades have priority over personal securities trades.
|
·
|
Personal securities transactions must be conducted in accordance with this Code and in such a manner as to avoid any actual, perceived or potential conflict of interest or abuse of an employee’s position of trust and responsibility.
|
·
|
Employees should not take advantage of their position to benefit themselves at the expense of any Client.
|
·
|
In personal securities investing, employees should follow a philosophy of investment rather than trading.
|
·
|
Employees must comply with applicable Federal Securities Laws.
|
·
|
Employ any device, scheme or artifice to defraud any Client;
|
·
|
Make any untrue statement of a material fact to any Client or omit to state to such Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
|
·
|
Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any Client;
|
·
|
Engage in any manipulative practice with respect to any Client;
|
·
|
Engage in any transaction in a security while in possession of material nonpublic information regarding the security or the issuer of the security; or
|
·
|
Engage in any transaction intended to raise, lower, or maintain the price of any security or to create a false appearance of active trading.
|
a.
|
Any employee, officer, director of any NB Adviser or NB Fund (or any company controlled by the NB Advisers) and their Immediate Family Members; and
|
b.
|
Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by any NB Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the NB Fund regarding the purchase or sale of Covered Securities.
|
c.
|
Any temporary employee, consultant, contractor, intern or other person who will be on the Firm’s premises for a period of ninety (90) days or more. See Exhibit B for applicability of Code Procedures to Temporary Access Persons.
|
·
|
in the name of an Immediate Family Member;
|
·
|
in his or her name as trustee for himself or herself or for his or her Immediate Family Member;
|
·
|
in a trust in which he or she has a Beneficial Interest or is the settlor with a power to revoke;
|
·
|
by another person and he or she has a contract or an understanding with such person that the securities held in that person's name are for his or her benefit;
|
·
|
in the form of acquisition rights of such security through the exercise of warrants, options, rights, or conversion rights;
|
·
|
by a partnership of which he or she is a member;
|
·
|
by a corporation which he or she uses as a personal trading medium;
|
·
|
by a holding company which he or she controls; or
|
·
|
any other relationship in which a person would have beneficial ownership under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except that the determination of direct or indirect Beneficial Interest shall apply to all securities which an Access Person has or acquires.
|
a.
|
Any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing;
|
b.
|
Shares of any Fund; and
|
c.
|
Exchange Traded Funds and closed-end funds registered under the Company Act.
|
a.
|
Direct obligations of the Government of the United States, its territories or States or Related Securities thereof, (including short term debt securities that are government securities within the meaning of the law);
|
b.
|
Bankers' acceptances, bank certificates of deposit, commercial paper and high quality short- term debt instruments including repurchase agreements; and
|
c.
|
Shares issued by registered open-end investment companies for which any NB Adviser does not act as investment adviser, sub-adviser or distributor provided such shares are held directly with the fund company in a mutual fund account and not in a third party brokerage account unless the Access Person has obtained prior written approval from the Legal and Compliance Department to maintain such account.
|
a.
|
Transactions in Managed Accounts.
|
b.
|
Transactions made automatically in accordance with a predetermined schedule and allocation, such as part of a dividend reinvestment plan (“DRIP”).
|
c.
|
An involuntary purchase effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of rights so acquired.
|
d.
|
The acquisition or disposition of securities through stock dividends, stock splits, reverse stock splits, mergers, margin calls, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities.
|
e.
|
Securities transactions effected in Blind Trusts.
|
f.
|
A transaction by an NB Fund Disinterested Director/Trustee unless at the time of such transaction, the Disinterested Fund Director/Trustee, knew or should have known that, during the fifteen calendar day period immediately preceding or, after the date of the transaction by the Disinterested Director/Trustee, such security was purchased or sold by the NB Fund or was being considered for purchase or sale for Clients of the NB Adviser.
|
g.
|
Transactions in the following broad-based security indices: S&P 500, NASDAQ, 7-10 Year Treasury Bond Index, 20+ Year Treasury Bond Index, Russell 2000 and Dow Jones Industrial Average.
|
h.
|
Other transactions designated in writing by the Legal and Compliance Department.
|
a.
|
An Access Person’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, Domestic Partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in- law, including adoptive relationships; and
|
b.
|
Any other relative or person who shares the same household as the Access Person and to whom the employee provides material financial support and is deemed to be an Immediate Family Member by the Legal and Compliance Department.
|
·
|
is or has been held by a Client, or
|
·
|
is being or has been considered by a NB Adviser for purchase by such Client.
|
1.
|
Covered Accounts
|
2.
|
Initial Public Offerings
|
3.
|
Insider Trading
|
4.
|
Transactions in Restricted List Securities
|
5.
|
Private Placements
|
6.
|
Dissemination of Client Information
|
7.
|
Gifts
|
8.
|
Related Issuer
|
9.
|
Trading Opposite Clients
|
·
|
to capture a gain or loss for tax purposes;
|
·
|
the Advisory Person or Advisory Person of a Fund sold the security for the Related Client account in order to raise cash;
|
·
|
securities transactions effected in Blind Trusts;
|
·
|
securities transactions that are non-volitional on the part of the Advisory Person or Advisory Person of a Fund. Non-volitional transactions include shares obtained or redeemed through a corporate action (e.g. stock dividend) or the exercise of rights issued by an issuer pro rata to all holders of a class of securities; or
|
·
|
other such exceptions as may be granted by the Legal and Compliance Department.
|
10.
|
Service on a Board of Directors
|
11.
|
Limitations on Short and Long Positions
|
i.
|
A purchase to cover an existing short position, except that if an Advisory Person intends to create a long position for a Related Client in the same security, all Related Client transactions must be completed before the Advisory Person can cover their short position.
|
ii.
|
A short sale against a broad-based index. Approved broad-based indices include the S&P 500, NASDAQ, 7-10 Year Treasury Bond Index, 20+ Year Treasury Bond Index, Russell 2000 and Dow Jones Industrial Average. Any other index must be approved by the Legal and Compliance Department before engaging in any short sales against such index.
|
iii.
|
A short sale to hedge an existing security position provided the hedging activity is proportionate to the account.
|
iv.
|
Any approvals granted under this section will not relieve the Advisory Person from being subject to Price Restitution.
|
12.
|
Transactions in Shares of Funds
|
a.
|
All trading in shares of a Fund is subject to the terms of the prospectus and the Statement of Additional Information of the Fund.
|
b.
|
No Access Person may engage in excessive trading or market timing in any shares of any Fund.
|
13.
|
Sanctions
|
14.
|
Violations
|
·
|
Non-compliance with applicable laws, rules, and regulations;
|
·
|
Fraud or illegal acts involving any aspect of the Firm’s business;
|
·
|
Material misstatements in regulatory filings, internal books and records, client records or reports;
|
·
|
Activity that is harmful to clients, including fund investors; and
|
·
|
Deviations from required controls and procedures that safeguard clients and the Firm.
|
1.
|
Reports by Access Persons
|
a.
|
Initial Disclosure
|
i.
|
All Access Persons must disclose their Covered Accounts within 10 calendar days of becoming an Access Person. The initial holdings disclosure must include all Covered Accounts in which the Access Person has a direct or indirect Beneficial Interest. Access Persons may satisfy this requirement by providing copies of their account statements for all Covered Accounts to the Legal and Compliance Department (as applicable).
|
ii.
|
The information provided must be current as of a date no more than 45 days
prior to the date the person became an Access Person.
|
i.
|
Within 30 days of the end of each calendar quarter, Access Persons must disclose securities transactions in any Covered Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Interest that occurred during the previous quarter. For each transaction executed during the quarter, the following information must be provided:
|
·
|
the date of the transaction;
|
·
|
type of transaction (buy, sell, short, cover, etc.);
|
·
|
name of security, exchange ticker, symbol or CUSIP number;
|
·
|
the number of shares, price and principal amount; and
|
·
|
the interest rate and maturity date (as applicable).
|
ii.
|
The above requirement may be satisfied if information is being received by Neuberger Berman as stated in Section D(3)(b).
|
i.
|
On an annual basis, Access Persons must affirm that all Covered Accounts have been reported and are reflected in iCompliance.
|
ii.
|
Access Persons are required to certify that they have read, understand, and complied with the Code of Ethics and the Insider Trading Policy and Procedures, and have disclosed or reported all personal securities transactions, holdings and accounts required to be disclosed or reported pursuant to the requirements of the Code.
|
iii.
|
The information provided must be current as of a date no more than 45 days of the date the report is submitted.
|
iv.
|
With respect to any Blind Trust in which an Access Person has a Beneficial Interest,such Access Person must certify that they do not exert any direct or indirect influence or control over the trustee by: a) suggesting or directing any particular transactions in the account, or b) consulting with the trustee regarding the allocation of investments in the account. .
|
v.
|
With respect to any Managed Account managed by a third-party, Access Persons must certify that they do not exert any direct or indirect influence or control over the third-party manager by: a) suggesting or directing any particular transactions in the account, or b) consulting with the third-party manager regarding the allocation of investments in the account.
|
a.
|
A director/trustee of a NB Fund who is not an "interested person" of the NB Fund within the meaning of section 2(a)(19) of the Company Act, and who would be required to make a report solely by reason of being a NB Fund director/trustee, need not make:
|
i.
|
An initial holdings disclosure and annual holdings disclosure under Section D(1)(a) and (c) above; and
|
ii.
|
A quarterly transactions disclosure under Section D(1)(b) above, unless the director/trustee knew or, in the ordinary course of fulfilling their official duties as a NB Fund director/trustee, should have known that during the 15-day period immediately before or after the director/trustee’s transaction in a Covered Security, the NB Fund purchased or sold the Covered Security, or the NB Fund or its investment adviser considered purchasing or selling the Covered Security.
|
a.
|
With regards to Section D(1)(b), Access Persons need not disclose holdings if such disclosure would duplicate information contained in trade confirmations or account statements (including electronic feeds of such information) received by Neuberger Berman. For purposes of the foregoing, the Legal and Compliance Department maintains (i) electronic records of all securities transactions effected through Neuberger Berman and Fidelity, and (ii) copies of any duplicate confirmations that have been provided to the Legal and Compliance Department under this Code of Ethics with respect to securities transactions that, pursuant to exceptions granted by the Legal and Compliance Department, have not been effected through Neuberger Berman.
|
a.
|
General Rules
|
i.
|
Access Persons who are not Advisory Persons may maintain their Covered Accounts at Neuberger Berman or Fidelity. Prior written approval from the Legal and Compliance Department is required for Fidelity accounts.
|
ii.
|
Advisory Persons are required to maintain their Covered Accounts at Neuberger Berman.
|
iii.
|
Limited Access Persons are not required to keep their securities accounts at Neuberger Berman or Fidelity.
|
b.
|
Exceptions to Maintenance of Covered Accounts at Neuberger Berman or Fidelity:
|
i.
|
Managed Accounts. Any Access Person granted approval to maintain an external Managed Account is required to direct their broker, adviser or trustee to provide duplicate copies of all trade confirmations, as well as copies of account statements to the Legal and Compliance Department.
|
ii.
|
DRIPs established directly with the issuer that have been approved by the Legal and Compliance Department and for which duplicate copies of confirmations and periodic statements are provided.
|
iii.
|
Other accounts as may be permitted by the Legal and Compliance Department.
|
a.
|
Access Persons
|
i.
|
Access Persons are required to obtain prior approval for transactions in Covered Accounts not maintained at Neuberger Berman by submitting a pre-clearance request in iCompliance that is compared with the Firm’s Restricted List.
|
ii.
|
Access Persons are required to obtain prior approval from the Trading Desk before executing any transactions in Covered Accounts held at Neuberger Berman. Before granting approval, the Trading Desk, subject to oversight by the Legal and Compliance Department, will determine whether:
|
·
|
the employee is an Advisory Person of a Fund that is a Related Client with a pending "buy" or "sell" order in the same (or related) security;
|
·
|
the security is on the Firm’s Restricted List(s); or
|
·
|
the transaction is
de minimis
|
iii.
|
The Legal and Compliance Department reviews transactions for required trade pre-clearance and all transactions are subject to the Price Restitution review, subject to certain exceptions (see section E(4)).
|
b.
|
Advisory Persons
|
i.
|
Advisory Persons who are members of the Firm’s Equity Research Department are subject to additional pre-approval requirements for their personal trading. Members of the Research Department should refer to the Equity Research Department’s Procedures for specific details.
|
c.
|
NB CEF Insiders
|
i.
|
Access Persons who are NB CEF Insiders must obtain prior approval from mutual fund compliance before placing any transactions in the NB CEFs.
|
d.
|
Exceptions from Pre-clearance Requirement
|
i.
|
Exempt Transactions
|
ii.
|
Other securities designated in writing by the Legal and Compliance Department
|
a.
|
Same Day – Advisory Persons of a Fund
|
i.
|
An Advisory Person of a Fund may not buy or sell a Covered Security on a day during which any Related Client executes either a “buy” or “sell” order in the same security (“Same Day Blackout Period”).
|
ii.
|
Purchases that occur within the Same Day Blackout Period will be required to be “broken.” Any losses will be incurred by the Covered Account and any gains (including gains disgorged from a sale within the Same Day Blackout Period) may be donated to a charitable organization designated by the Firm.
|
iii.
|
Certain Limited Access Person Accounts may be subject to the Same Day Blackout Period.
|
b.
|
Research Personnel
|
i.
|
Advisory Persons who are members of the Firm’s Equity Research Department may be subject to a blackout period for their personal trading. Members of the Research Department should refer to the Equity Research Department’s Procedures for specific details.
|
a.
|
Same Day Price Restitution
|
·
|
If an Access Person purchases or sells a Covered Security in a Covered Account and a Client purchases or sells the same security during the same day, the Access Person may not receive a more favorable price than that received by the Client.
|
·
|
If an Advisory Person related to a Limited Access Person purchases or sells a Covered Security in the Limited Access Person Account and such
|
|
Advisory Person purchases or sells the same security during the same day for a Related Client, the Limited Access Person Account may not receive a more favorable price than that received by the Related Client.
|
iii.
|
For the avoidance of doubt, a “purchase” includes a long buy, as well as a cover short, and a “sell” includes a long sell, as well as a short sale.
|
b.
|
Five(5)/One(1) Day Price Restitution – Advisory Persons
|
i.
|
If an Advisory Person purchases or sells a Covered Security within five (5) business days prior, or one (1) business day subsequent to a Related Client (“5/1 Price Restitution”), the Advisory Person may not receive a more favorable price than that received by the Related Client.
|
ii.
|
Certain Limited Access Person Accounts may be subject to the 5/1 Price Restitution.
|
iii.
|
For the avoidance of doubt, a “purchase” includes a long buy, as well as a cover short, and a “sell” includes a long sell, as well as a short sale.
|
c.
|
Price Restitution Execution
|
i.
|
Price restitution will generally be executed when there is a total gain of at least $1000 from the difference in price received by the Access Person vs. the Related Client(s), and a gain of at least $100 to each underlying Client Account. |
ii.
|
With respect to the Funds, the Legal and Compliance Department reserves the right to review the individual restitutions below $1000 and may require payment of these amounts if facts and circumstances warrant. |
iii.
|
Where restitution is required, preference shall be to provide the economic benefit to Clients where operationally, contractually or legally permitted. Where otherwise not feasible or permitted, restitution may be made by transfer, wire or check and shall be remitted to the Firm for donation to a charitable organization designated by the Firm. |
d.
|
Exceptions to Price Restitution
|
i.
|
Exempt Transactions.
|
ii.
|
De minimis Restitution.
|
iii.
|
Transactions in non-Covered Securities.
|
iv.
|
Transactions arising through hedged options trading.
|
v.
|
Transactions in the Firm’s retirement contribution program.
|
vi.
|
Certain transactions related to the initial investment of a Related Client account or investments made as a result of additional funds contributed to an existing Related Client account communicated to the Legal and Compliance Department.
|
vii.
|
Other exceptions designated in writing by the Legal and Compliance Department. |
a.
|
Thirty (30) Day Holding Period
|
i.
|
All securities positions, including both long and short positions, established in any Covered Account must be held for at least 30 calendar days (beginning on the day of the transaction) measured on a Last In-First Out (“LIFO”) basis.
|
b.
|
Sixty (60) Day Holding Period
|
ii.
|
Access Persons are required to hold shares of any Fund for at least 60 days, measured on a LIFO basis. After the holding period has lapsed, Fund shares may be redeemed or exchanged; however, the redemption or exchange of such shares will result in a new 60-day holding period.
|
c.
|
Exceptions to the Holding Periods
|
i.
|
Transactions in Managed Accounts
|
ii.
|
U.S. Treasury obligations
|
iii.
|
Bona fide hedging transactions, identified as such to the Legal and Compliance Department prior to execution, on the following broad-based indices: S&P 500, NASDAQ, 7-10 Year Treasury Bond Index, 20+ Year Treasury Bond Index, Russell 2000 and Dow Jones Industrial Average.
|
iv.
|
Positions where at time of order entry, there is an expected loss of at least 10%. This exclusion does not apply to losses in options on equities.
|
v.
|
Notwithstanding the foregoing, on a limited basis and with the prior approval of the Legal and Compliance Department and CIO (or designee), shares that have been held for at least one year may be sold even if additional shares of the same security were purchased in the last 30 calendar days.
|
vi.
|
The 60-day holding period shall not apply to:
|
·
|
Taxable and tax-exempt money market funds;
|
·
|
Variable annuity contracts for which a Fund does not serve as the underlying investment vehicle; and
|
·
|
Shares of an investment company that are purchased through an automatic investment program or payroll deduction.
|
vii.
|
The above exclusions shall not apply if, in the opinion of the Legal and Compliance Department, a pattern of excessive trading exists.
|
1.
|
The Ethics and Compliance Committee shall be composed of at least two members who shall be Disinterested Director/Trustees selected by the Board of Directors/Trustees of the Company/Trust (the “Board”).
|
2.
|
The Ethics and Compliance Committee shall consult regularly with the Legal and Compliance Department and/or the NB Funds Chief Compliance Officer and either the Committee or the Board shall meet no less frequently than annually with the Legal and Compliance Department and/or the NB Funds Chief Compliance Officer regarding the implementation of this Code. The Legal and Compliance Department shall provide the Ethics and Compliance Committee with such reports as are required herein or as are requested by the Ethics and Compliance Committee.
|
3.
|
A quarterly report shall be provided to the Board certifying that except as specifically disclosed to the Ethics and Compliance Committee, the Legal and Compliance Department knows of no violations of the Code of Ethics and the NB Funds Chief Compliance Officer shall attend all regular meetings of the Board to report on the implementation of this Code.
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G.
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Annual Report to the NB Funds’ Board
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·
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describes any issues arising under this Code or procedures concerning personal investing since the last such report, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations;
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·
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certifies that NBIA, the Firm or any NB Adviser, as applicable, have adopted procedures reasonably necessary to prevent Access Persons from violating the Code; and
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·
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identifies any recommended changes in existing restrictions or procedures based upon the fund's experience under the Code, evolving industry practices, or developments in applicable laws or regulations.
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1.
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All Access Persons must be presented with a copy of this Code of Ethics upon commencement of employment and any amendments thereafter.
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2.
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All Access Persons are required to read this Code of Ethics and to acknowledge in writing that they have read, understood and agreed to abide by this Code of Ethics, upon commencement of employment and on an annual basis thereafter. In addition, Access Persons are required to read and understand any amendments thereto.
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3.
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All Access Persons are required to provide a list of their Covered Accounts.
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4.
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Access Persons who violate the rules of this Code of Ethics are subject to sanctions, which may include censure, suspension or termination of employment.
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5.
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Nothing contained in this Code of Ethics shall be interpreted as relieving any Covered Account from acting in accordance with the provisions of any applicable law, rule or regulation or any other statement of policy or procedure governing the conduct of Access Persons.
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6.
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If any Access Person has any question with regard to the applicability of the provisions of this Code of Ethics generally or with regard to any securities transaction, he or she should consult with Legal and Compliance.
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7.
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The Legal and Compliance Department may grant exceptions to the requirements of this Code based upon individual facts and circumstances. Exceptions granted will be documented and retained in accordance with record-keeping requirements. Exceptions will not serve as precedent for additional exceptions, even under similar circumstances.
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1.
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A copy of this Code of Ethics and any Code of Ethics that has been in effect within the previous five years.
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2.
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Any record of any violation of this Code of Ethics and any action taken as a result of the violation. These records shall be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs.
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3.
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A copy of each report made by an Access Person as required by this Code of Ethics, including any information provided in lieu of the monthly reports. These records shall be maintained for at least five years after the end of the fiscal year in which the report is made or the information provided, the first two years in an easily accessible place.
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4.
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A record of all persons, currently or within the past five years, who are or were required to make reports under this Code of Ethics, or who are or were responsible for reviewing these reports. These records shall be maintained in an easily accessible place.
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5.
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A copy of each decision to approve an acquisition by an Access Person of any Private Placement. These records must be maintained for at least five years after the end of the fiscal year in which the approval is granted.
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January 2013
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a.
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All Temporary Access Persons must disclose their Covered Accounts within 10 calendar days of becoming a Temporary Access Person. The initial holdings disclosure must include all Covered Accounts in which the Temporary Access Person has a direct or indirect Beneficial Interest. Temporary Access Persons may satisfy this requirement by providing copies of their account statements for all Covered Accounts to the Legal and Compliance Department (as applicable).
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b.
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The information provided must be current as of a date no more than 45 days prior to the date the person became an Access Person.
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c.
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Temporary Access Persons will be provided
with a copy of the Code of Ethics and be required to acknowledge receipt of the Code
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a.
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Temporary Access Persons must provide the Legal and Compliance Department with duplicate statements of all Covered Accounts disclosed, on a monthly basis (or quarterly, as may be applicable) for their duration at the Firm.
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a.
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Temporary Access Persons who are with the Firm at the time the annual affirmation takes place, must affirm that all their Covered Accounts have been reported and are reflected in iCompliance.
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b.
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Temporary Access Persons are required to certify that they have read, understand, and complied with the Code of Ethics and the Insider Trading Policy and Procedures, and have disclosed or reported all personal securities transactions, holdings and accounts required to be disclosed or reported pursuant to the requirements of the Code.
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c.
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The information provided must be current as of a date no more than 45 days of the date the report is submitted.
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d.
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With respect to any Managed Account, Temporary Access Persons must certify that they do not place, recommend, approve or direct transactions in such account.
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1.
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Temporary Access Persons are not required to hold their Covered Accounts at Neuberger Berman, but must either 1) direct their broker, adviser or trustee, as applicable, to provide duplicate copies of all trade confirmations, as well as copies of account statements to the Legal and Compliance Department for their duration at the Firm, or 2) provide copies of their trade confirmations and account statements to the Legal and Compliance Department.
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1.
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Temporary Access Persons are required to obtain prior approval for transactions in Covered Accounts by submitting a pre-clearance request in iCompliance.
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1.
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A Temporary Access Person of a Fund may not buy or sell a Covered Security on a day during which any Related Client executes either a “buy” or “sell” order in the same security (“Same Day Blackout Period”).
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2.
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Purchases that occur within the Same Day Blackout Period will be required to be “broken.” Any losses will be incurred by the Covered Account and any gains (including gains disgorged from a sale within the Same Day Blackout Period) may be donated to a charitable organization designated by the Firm.
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1.
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Same Day Price Restitution
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a.
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If a Temporary Access Person purchases or sells a Covered Security in a Covered Account and a Client purchases or sells the same security during the same day, the Temporary Access Person may not receive a more favorable price than that received by the Client.
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2.
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Five(5)/One(1) Day Price Restitution
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a.
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If a Temporary Access Person purchases or sells a Covered Security within five (5) business days prior, or one (1) business day subsequent to a Related Client (“5/1 Price Restitution”), the Temporary Advisory Person may not receive a more favorable price than that received by the Related Client.
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1.
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Thirty (30) Day Holding Period
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a.
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All securities positions, including both long and short positions, established in any Covered Account must be held for at least 30 calendar days (beginning on the day of the transaction) measured on a Last In-First Out (“LIFO”) basis.
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2.
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Sixty (60) Day Holding Period
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a.
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Temporary Access Persons are required to hold shares of any Fund for at least 60 days, measured on a LIFO basis. After the holding period has lapsed, Fund shares may be redeemed or exchanged; however, the redemption or exchange of such shares will result in a new 60-day holding period.
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·
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employ any device, scheme or artifice to defraud a client;
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·
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make to a client any untrue statement of a material fact or omit to state to a client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
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·
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engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a client;
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·
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engage in any manipulative practice with respect to a client;
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·
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use their positions, or any investment opportunities presented by virtue of their positions, to personal advantage or to the detriment of a client; or
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|
·
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conduct personal trading activities in contravention of this Code or applicable legal principles or in such a manner as may be inconsistent with the duties owed to clients as a fiduciary.
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2.1 | IPO and Limited Offering Restrictions . Access Persons may not acquire any securities issued as part of an IPO or a Limited Offering, absent prior approval in writing from the CCO. Any such approval will take into account, among other factors, whether the investment opportunity should be reserved for a client and whether the investment opportunity is being offered to the person because of his or her position with Sound Point. |
2.2. | Reportable Securities . Access Persons may not engage in a transaction in any Reportable Securities absent prior approval in writing from the CCO. Transactions in Reportable Securities shall be pre- cleared in MyComplianceOffice.com (“My Compliance Office”). Shares of exchange-traded funds, closed-end funds not advised or sub-advised by Sound Point, government and municipal authority securities other than obligations of the U.S. Government; securities acquired through dividend reinvestment and securities acquired through corporate actions are excepted from the pre-approval requirement. In considering an Access Person’s request to engage in a transaction involving a |
2.3. | Transactions in Securities Held by a Client . Access Persons may not engage in a transaction in any security held by a Client. Shares of exchange-traded funds and closed-end funds not advised or sub-advised by Sound Point are excepted from this requirement. |
2.4. | Transactions in Securities of Restricted List issuers. Access Persons may not engage in a transaction in any public security of any issuer on Sound Point’s Restricted List. |
2.5. | 30 Day Holding Period . Absent the prior written consent of the CCO, no Access Person may sell a Reportable Security within 30 calendar days of acquiring the Reportable Security. Access persons may not enter into an option contract that expires within 30 days. |
2.6. | Prohibition on Self Pre-clearance or Approval . No Access Person shall pre-clear his own trades, review his own reports or approve his own exemptions from this Code. When such actions are to be undertaken with respect to the CCO, the CFO will perform such actions as are required of the CCO by this Code. |
3.1. | Fair Treatment . Access Persons must avoid taking any action which would favor one client or group of clients over another, in violation of our fiduciary duties and applicable law. Access Persons must comply with relevant provisions of our compliance manuals designed to detect, prevent or mitigate such conflicts. |
4.1. | Registration of accounts. All Access Persons will be given a user name and password in MyComplianceOffice, the firm’s electronic trading system. |
4.2. | Initial and Annual Holdings Reports . Each Access Person must submit to the CCO or My Compliance Office a report: (i) not later than ten (10) days after becoming an Access Person, reflecting the Access Person’s Reportable Securities as of a date not more than 45 days prior to becoming an Access Person; and (ii) annually, on a date selected by the CCO, as of a date not more than 45 days prior to the date the report was submitted. Holdings reports must contain the following information: |
(a)
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the title and type of security and as applicable, the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership;
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(b)
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the name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit. (Note that even those accounts which hold only non-Reportable Securities, must be included); and
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(c)
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the date the Access Person submits the report.
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4.3. | Quarterly Transaction Reports. Within 30 days after the end of each calendar quarter, each Access Person must submit a report to the CCO covering all transactions in Reportable Securities during the preceding calendar quarter other than those excepted from the reporting requirements, to the extent such document is not uploaded to MyComplianceOffice. |
4.4. | Quarterly Transaction Reports must contain the following information: |
(a) | the date of the transaction, the title and as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved; |
(b) | the nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition); |
(c) | the price of the security at which the transaction was effected; |
(d) | the name of the broker, dealer or bank with or through which the transaction was effected; and |
(e) | the date the Access Person submits the report. |
4.5. | Matching of Reports. Reports submitted pursuant to this Section 4 shall be matched (i) to prior pre-approval submissions to confirm Access Persons are correctly requesting necessary pre- approvals and (ii) to Initial Holdings Reports to ensure all Reportable Securities are being disclosed. |
4.6. | Duplicate Statements and Confirms . In order to satisfy the reporting requirements of this Section 4, each Access Person, with respect to each brokerage account in which such Access Person has any direct or indirect beneficial interest, must upload his/her brokerage statements into My Compliance Office on a monthly or quarterly basis if an electronic feed is unavailable for their account. |
4.7. | New Accounts. Each Access Person must upload Statements to report discretionary accounts in My Compliance Office within 10 days of their employment or opening the account. Annual holdings reports should be uploaded into My Compliance Office to the extent it is not automatically uploaded. |
(a) | transactions with respect to securities held in accounts over which the Access Person has no direct or indirect influence or control; and |
(b) | transactions with respect to accounts that do not have the ability to trade Reportable Securities (such as a 401(k) plan that only allows for mutual fund trading). |
7.1. | Reports required to be submitted pursuant to the Code will be reviewed by the CCO or a designee on a periodic basis. |
7.2. | Any material violation or potential material violation of the Code must be promptly reported to the CCO. The CCO will investigate any such violation or potential violation and determine the nature and severity of the violation. All violations will be handled on a case-by-case basis in a manner deemed appropriate by the CCO. In each case of a violation, the CCO must determine what actions, if any, are required to cure the violation and prevent future violations. |
7.3. | The CCO will keep a written record of all investigations in connection with any Code violations, including any action taken as a result of the violation. |
7.4. | Sanctions for violations of the Code may include: verbal or written warnings and censures, monetary sanctions, disgorgement, suspension or dismissal. |
(i) | a copy of this Code of Ethics and any other preceding code of ethics that, at any time within the past 5 years, has been in effect in an easily accessible place; |
(ii) | a record of any Code of Ethics violation and of any sanctions imposed for a period of not less than 5 years following the end of the fiscal year in which the violation occurred, the first 2 years in an easily accessible place; |
(iii) | a copy of each report made by an Access Person under this Code of Ethics for a period of not less than 5 years from the end of the fiscal year in which it is made, the first 2 years in an easily accessible place; |
(iv) | a record of all persons who are, or within the past 5 years have been, required to submit reports under this Code of Ethics, or who are or were responsible for reviewing these reports for a period of at least 5 years after the end of the fiscal year in which the report was submitted, the first 2 years in an easily accessible place; and |
(v) | a record of any decision, and the reasons supporting the decision, to approve the acquisition by an Access Person of Securities acquired in an Initial Public Offering or Limited Offering, for a period of at least 5 years after the end of the fiscal year in which the approval is granted, the first 2 years in an easily accessible place. |
·
|
create a written report that describes any material violations that arose under the Code since the last annual report, remedial steps taken, and sanctions imposed;
|
·
|
certify that Sound Point has adopted procedures reasonably necessary to prevent violations of the Code; and
|
·
|
present this report and certification to Sound Point’s senior management and to the Board of Trustees/Directors of all registered investment companies advised by Sound Point.
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(1) | being employed or compensated by any other entity; |
(2) | engaging in any other business including part-time, evening or weekend employment; or |
(3) | serving as an officer, director, partner, etc . , in any other entity (including on the investment committee or in a similar role or a charitable organization). |
(i) | supervise, implement and enforce the terms of this Code of Ethics; |
(ii) | (a) provide each Access Person with a current copy of this Code of Ethics and any amendments thereto, (b) notify each person who becomes an Access Person of the reporting requirements and other obligations under this Code of Ethics at the time such person becomes an Access Person, and (c) require each Access Person to provide a signed Certificate of Compliance for the Code of Ethics and Insider Trading Policy; |
(iii) | maintain a list of all Securities which Sound Point recommends, holds, or is purchasing or selling, or intends to recommend purchase or sell on behalf of its Clients; |
(iv) | determine whether any particular Personal Securities Transactions should be exempted pursuant to the provisions this Code of Ethics; |
(v) | maintain files of statements and other information to be reviewed for the purpose of monitoring compliance with this Code of Ethics, which information shall be kept confidential by Sound Point, except as required to enforce this Code of Ethics, or to participate in any investigation concerning violations of applicable law; |
(vi) | review all Holdings Reports required to be provided by each Access Person pursuant to this Code of Ethics: (a) for each new Access Person, to determine if any conflict of interest or other violation of this Code of Ethics results from such person becoming an Access Person; and (b) for all Access Persons, to determine whether a violation of this Code of Ethics has occurred; |
(vii) | review on a quarterly basis all Securities reported on the Quarterly Transaction Reports required to be provided by each Access Person pursuant to this Code of Ethics for such calendar quarter to determine whether a Code of Ethics violation may have occurred; |
(viii) | review any other statements, records and reports required by this Code of Ethics; and |
(ix) | review on a periodic basis and update as necessary, this Code of Ethics. |