A. DescriptionoftheFirm
Neuberger Berman Investment Advisers LLC (“NBIA”) is a Delaware limited liability company, formed in November 2002 and registered with the U.S. Securities and Exchange Commission (the “SEC”) in January 2003. Previously known as Neuberger Berman Fixed Income LLC, the firm adopted its present name on January 1, 2016, concurrent with the transfer of certain businesses from its affiliates Neuberger Berman BD LLC (formerly Neuberger Berman LLC) (“NBBD”), NB Alternative Investment Management LLC (“NBAIM”) and Neuberger Berman Management LLC. On January 1, 2017, NBBD and NBAIM transferred the remainder of their advisory businesses to NBIA. The combined firms’ antecedents date to the founding of Neuberger & Berman in 1939. NBIA’s principal office is located in New York, New York. NBIA is directly owned by Neuberger Berman Investment Advisers Holdings LLC and Neuberger Berman AA LLC, which are subsidiaries of Neuberger Berman Group LLC (“NBG”). NBIA is registered with the U.S. Commodity Futures Trading Commission as a Commodity Trading Advisor (“CTA”) and a Commodity Pool Operator (“CPO”), and is a member of the U.S. National Futures Association. NBIA provides a wide range of discretionary investment management services to a variety of clients, including individuals, institutions, registered investment companies, non-U.S. registered funds, collective investment trusts and private investment funds. The firm also provides discretionary investment management services and non-discretionary securities recommendations through wrap fee and similar programs, and acts as sub-adviser to a variety of products, including registered investment companies, separately managed accounts, non-U.S. registered funds, and private investment vehicles.

IndirectOwnershipBackground–NeubergerBermanGroup NBG is a holding company the subsidiaries of which (collectively referred to herein as the “Firm” or “NeubergerBerman”) provide a broad range of global investment solutions – equity, fixed income, multi-asset class and alternatives – to institutions and individuals through products including separately managed accounts, registered funds and private investment vehicles. As of December 31, 2018, Neuberger Berman had approximately $304 billion under management.1 NBG’s voting equity is wholly owned by NBSH Acquisition, LLC (“NBSH”). NBSH is owned by current and former employees, directors, consultants and, in certain instances, their permitted transferees. Each employee who owns an equity stake has entered into an agreement that provides strong incentives to continue with the organization, and has a number of restrictive covenants in the event the employee leaves the Firm. 1 Firm assets under management figures reflect the collective assets for the various subsidiaries of NBG. Neuberger Berman is headquartered in New York, New York. As of December 31, 2018, Neuberger Berman had approximately 2080 employees in 34 cities around the world. NBIA’s investment management services are further discussed below.
B. TypesofAdvisoryServices
NBIA currently provides the following types of advisory services: SeparatelyManagedAccounts NBIA provides ongoing discretionary investment management services to individual and institutional clients based on the individual investment goals, objectives, time horizon, and risk tolerance of each client. NBIA provides its advisory services through (i) separately managed accounts for individual and institutional clients that are serviced by the Private Wealth Management segment of NBIA’s business (“Private Wealth Management Accounts”) and (ii) separately managed accounts for clients that are serviced by the institutional segment of NBIA’s business (“InstitutionalAccounts”, and collectively with Private Wealth Management Accounts, “SeparateAccounts”). Private Wealth Management Accounts include accounts managed under discretionary asset allocation programs, such as the Private Wealth Management Program (“PWM”), through which NBIA provides asset allocations and investment management by allocating assets among proprietary and non-proprietary strategies available through PWM, and the Guided Portfolio Solutions Program (“GPS Program”), through which NBIA provides asset allocations and investment management by allocating assets among a portfolio of NB Registered Funds (as defined below).

With respect to each client that invests through PWM, based on investment guidelines provided by the client, NBIA, on a discretionary basis (“DiscretionaryPWM”) or non-discretionary basis (“Non‐DiscretionaryPWM”), allocates the client’s assets to various proprietary and third-party investment strategies and investment vehicles that are available as investment options through PWM, including discretionary separate account strategies managed by NBIA or its affiliate (“Proprietary Separate Accounts”), third-party discretionary separate account strategies (“Third‐PartySeparateAccounts”), NB Mutual Funds (as defined below), unaffiliated open-end investment companies registered under the Investment Company Act (“Third‐Party Mutual Funds”), exchange-traded funds (“ETFs”), and collective investment trusts managed by NBIA or its affiliates or by third parties (“CITs”). The strategies that are available through PWM are further described in “PWM and the NB Investment Platform” in Item 8.B. NBIA utilizes proprietary strategies as its primary investment options. Non-proprietary strategies are available on a limited basis and generally only as a complement to proprietary strategies. Similarly, where the NBIA representative for the client is part of a portfolio management team, the representative will utilize that team’s own strategies as the primary investment options. See also Items 10.C.1, 10.D and 11.B.4. From time to time, NBIA provides investment management services to Separate Accounts for which it helps to establish investment objectives and monitor the achievement of such objectives through investments in pooled investment vehicles for which a third party acts as general partner, managing member or adviser (“Portfolio Funds”) and in Third-Party Separate Accounts. The general partner, managing member or adviser to the Portfolio Funds and the Third-Party Separate Accounts are collectively referred to as “Third‐PartyPortfolioManagers”. From time to time existing Private Wealth Management Account clients direct NBIA or its affiliate, NBBD, to purchase or sell securities on their behalf (“Client‐Directed Transactions”). Such securities purchased by NBIA or NBBD will, unless otherwise agreed, generally be held in a segregated portion of the client’s account as unsupervised holdings; however, it is possible that such holdings will not be reflected in the custodian’s books and records by a specific mark, designation, or other indication. Neither NBIA nor NBBD will provide portfolio management services to such segregated portion of the account and will not receive advisory fees with respect to that portion of the account. Any decisions concerning the retention, disposition, or other change with respect to such holdings remain solely with the client. It is possible that Clients will be required to establish a separate brokerage account for unsupervised holdings and Client- Directed Transactions. For Private Wealth Management Account clients, NBIA utilizes a prime brokerage arrangement with National Financial Services LLC to facilitate the transfer of shares for initial public offerings (“IPOs”). Under SEC guidance, an advisory client is not permitted to participate in a prime brokerage arrangement unless the client maintains at least $100,000 in assets with the prime broker. Therefore, clients that maintain less than $100,000 with National Financial Services LLC will be excluded from receiving shares of IPOs as they are not eligible for utilizing the prime brokerage arrangement needed to deliver the shares to their accounts. In addition, portfolio managers, from time to time, invest client assets in private companies, private investments in public equity, or other private placements or restricted securities (collectively, “Private Investments”). Private Investments are limited to investors that meet certain qualifications, are subject to minimum investment requirements or other eligibility requirements, and are generally available only to accounts for which National Financial Services LLC acts as the clearing firm. Accordingly, that impacts NBIA’s ability to allocate certain Private Investments to some clients’ accounts for which other clients receive an allocation. ProprietaryRegisteredInvestmentCompanies NBIA serves as investment adviser to certain investment companies that are registered under the U.S. Investment Company Act of 1940, as amended (the “InvestmentCompanyAct”), including open-end investment companies that are distributed by one or more of NBIA’s affiliates (the “NB MutualFunds”) and closed-end funds (“NBClosed‐EndFunds”, and together with NB Mutual Funds, “NB Registered Funds”). The NB Closed-End Funds include funds that issue limited liability company interests in private placement transactions only to persons or entities that are both “accredited investors” as defined in Section 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “SecuritiesAct”), and “qualified clients” as defined in Rule 205-3 under the Advisers Act (the “NB PEClosed‐EndFunds”). NBIA typically provides investment services that include, among other things, determination as to: (a) which securities to buy or sell; (b) the total amount of securities to buy or sell; (c) the broker or dealer through which securities are bought or sold; (d) the commission rates at which securities transactions are effected; and (e) the prices at which securities are to be bought or sold, which include dealer spreads or mark-ups and transaction costs. NBIA also selects and oversees sub-advisers for certain of the NB Registered Funds. The advisory services provided by NBIA to the NB Registered Funds cover a broad range of strategies and investments. NBIA carries out its duties subject to the general oversight of each NB Registered Fund’s Board of Trustees/Directors. NBIA has entered into sub-advisory agreements with certain of its affiliates, including Neuberger Berman Europe Limited,whereby those affiliates provide investment advisory services to certain of the NB Mutual Funds. NBIA has also entered into sub-advisory agreements with certain of its affiliates, including NB Alternatives Advisers LLC, whereby those affiliates provide investment advisory services to the NB PE Closed-End Funds. Clients should refer to each NB Registered Fund’s summary prospectus, prospectus, Statement of Additional Information, offering/ placement memorandum and constitutional documents (the “Offering Documents”) for additional information. PrivateInvestmentVehicles NBIA acts as the investment manager, providing discretionary investment management services to affiliated and unaffiliated privately offered investment vehicles (“PrivateFunds”). The Private Funds are generally organized or “sponsored” by NBIA or an affiliate of NBIA, and NBIA or an affiliate of NBIA will typically act as the managing member or general partner of the Private Funds. For certain Private Funds, affiliates of the Firm also serve as officers, directors or other persons authorized to facilitate the operation of the Private Funds. In some cases, NBIA serves as an adviser or sub-adviser to Private Funds that are organized, managed or sponsored by entities that are not affiliated with NBIA. The Private Funds are not registered under the Investment Company Act, and their shares or interests, as applicable, are not registered under the Securities Act, and are instead sold to qualified investors who meet certain criteria on a private placement basis. Most of the Private Funds managed by NBIA require that investors be (1)(a) “accredited investors” as defined under Regulation D under the Securities Act (“RegulationD”) and (b) “qualified purchasers” as defined in Section 2(a)(51)(A) of the Investment Company Act or “knowledgeable employees” under Rule 3c-5 of the Investment Company Act or (2) not “U.S. Persons” as defined under Regulation S of the Securities Act. Accordingly, the Private Funds are not publicly offered in the United States. Some Private Funds are not continuously offered. Certain of the Private Funds will invest in Portfolio Funds, as well as enter into agreements to become separate account clients of Third-Party Separate Accounts, which Portfolio Funds and Third-Party Separate Accounts are advised by Third-Party Portfolio Managers. NBIA has the overall responsibility for implementing the investment strategies of each Private Fund and has the authority to select Portfolio Funds or Third-Party Separate Accounts within the stated investment strategies and objectives of each Private Fund. For a list of certain of the Private Funds, please refer to Section 7.B.(1) and (2) of Schedule D of Part 1A of NBIA’s Form ADV which is publicly available at www.adviserinfo.sec.gov. Sub‐AdvisoryServices NBIA acts as sub-adviser to a variety of products, including the following (collectively, the “Sub‐ AdvisedAccounts”):  Third-Party Mutual Funds;  affiliated and unaffiliated non-U.S. funds registered under the securities laws of offshore jurisdictions (“Non‐U.S. Registered Funds”), including Undertakings for Collective Investments in Transferable Securities (“UCITS”);  Separate Accounts; and  Private Funds. WrapandRelatedProgramAccounts See Item 4.D for a description of wrap and related programs.

Non‐DiscretionaryandConsultingServices;NBInvestmentPlatform NBIA provides non-discretionary investment management services to institutional and individual client accounts (“Non‐DiscretionaryAccounts”), including those where it is required to consult with the client before effecting any transactions for the client’s account. For those accounts, NBIA services include (i) one-time, periodic or ongoing responsibility to make recommendations to a client as to investment policy statement design and specific securities, strategies, managers, vehicles or other investments to be purchased, sold or held for a client’s account, and, if NBIA’s recommendations are accepted by the client, to arrange or effect the implementation of any such accepted recommendations, including the purchase or sale of such securities or other investments and establishing or closing accounts for separate account strategies; or (ii) non-binding investment advice in the form of written investment analyses on specific securities. With respect to the provision of those non-discretionary services, clients have sole discretion and final responsibility for deciding whether to buy, sell, hold or otherwise transact in any security. It is likely that NBIA will recommend its own equity, fixed income and alternative products and strategies or those of an affiliate.

As part of its structured product capabilities, NBIA also provides non-discretionary advisory and consulting services to institutional clients with respect to the valuation of mortgage loans and mortgage-backed and other asset-backed securities (“ConsultingServices”). In addition, it has developed proprietary mortgage loan analytic software (the “NBIASoftware”) used to analyze mortgage loans on an individual and aggregate loan level basis by application of value and risk models and analytical metrics to loan portfolios. For certain clients, NBIA licenses and supports the NBIA Software for non-exclusive use by such clients and, in connection therewith, provides installation and training on the use and application of the NBIA Software. In addition to the non-discretionary advice provided by NBIA through Non-Discretionary PWM, NBIA has established an investment platform (“NBInvestmentPlatform”) of proprietary and third-party investment strategies and investment vehicles that are eligible as investment options, including Proprietary Separate Accounts, Third-Party Separate Accounts, NB Mutual Funds, Third-Party Mutual Funds, ETFs, CITs, and Private Funds. NBIA’s affiliate, NBBD, provides non- discretionary investment management services by selecting the strategies and investment vehicles to include in proposals for the Client’s consideration. While clients that invest through the NB Investment Platform (“PlatformClients”) have the sole discretion as to the strategies and investment vehicles in which to invest (including the specific allocation to be invested in each), the strategies and investment vehicles that are available through the NB Investment Platform are selected by NBIA as further described in “PWM and the NB Investment Platform” in Item 8.B. Proprietary strategies will be available as the Platform Clients’ primary investment options and third-party investment strategies will be available on a limited basis and solely as a complement to such proprietary strategies. See also Items 10.C.1, 10.D and 11.B.4.

* * * * * * * The Separate Accounts, NB Registered Funds, Private Funds, Sub-Advised Accounts, Wrap Program accounts, Unbundled Program accounts, Platform accounts, and Dual Contract Program accounts (as defined below) are collectively referred to herein as the “ClientAccounts.” With respect to the services provided above, in many cases, NBIA engages in discussions or provide materials that are not individualized or directed to any particular investor or that otherwise would not be deemed to constitute “investment advice” under applicable rules, including the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”).
C. ClientTailoredServicesandClientTailoredRestrictions
NBIA enters into discretionary and non-discretionary investment management agreements with its Separate Account clients. See Item 16. Clients are permitted to impose restrictions on investing in certain securities or other assets in accordance with their particular needs. However, NBIA may decide not to accommodate investment restrictions deemed unduly burdensome or materially incompatible with NBIA’s investment approach. With respect to discretionary asset allocation programs offered by NBIA that allocate assets among various strategies or pooled investment vehicles, Clients are generally permitted to impose reasonable restrictions on investing in certain securities or other assets with respect to proprietary and third-party discretionary separate account strategies (to the extent the restriction is accepted by the relevant portfolio manager) and on investing in certain funds or other pooled investment vehicles, but are not permitted to restrict the securities in which the pooled investment vehicle can invest. Further, NBIA can decline to permit any account restriction that affects more than a stated percentage of the Client Account. From time to time, NBIA is engaged to provide limited investment management services such as liquidating a client’s account. For certain of NBIA’s large institutional Separate Account clients, NBIA offers customized multi- asset or multi-strategy investment management services that utilize the services of NBIA and its affiliates (“Multi‐Asset Class Mandates”). Certain of those clients impose restrictions on investing in certain securities or other assets in accordance with their particular needs. Other clients allow NBIA to determine, and change from time to time, the asset allocation among asset classes and investment strategies of NBIA and its affiliates for their accounts based on the clients’ investment objectives, tax considerations and other client specific factors. Some clients also have access to customized educational programs or participate in, or be involved in the selection of, investment management research projects of NBIA and its affiliates. NBIA enters into discretionary investment management agreements with Private Funds. Services are performed in accordance with the terms of each such agreement. Each Private Fund imposes investment restrictions, if any, as it deems appropriate. Such investment restrictions are typically set forth in the offering prospectus or memorandum (“OfferingMemorandum”) for each Private Fund. NBIA has entered into discretionary investment advisory or management agreements with the NB Registered Funds. Each NB Registered Fund managed by NBIA is managed in accordance with the investment objectives, policies and strategies of the NB Registered Fund, as described in its Offering Documents. Each NB Registered Fund has a Board of Trustees/Directors/Managers that is responsible for providing oversight of the NB Registered Fund. Each NB Registered Fund and its Board of Trustees/Directors/Managers have the ability to impose restrictions on investing in certain securities or types of securities. In the case of the Sub-Advised Accounts, NBIA enters into a sub-advisory agreement with the relevant investment adviser. The terms and conditions of those arrangements vary, and any contact between NBIA and the ultimate client will typically take place through the relevant investment adviser. Each Sub-Advised Account is managed in accordance with the investment objectives, policies and restrictions set forth in the sub-advisory agreement between NBIA and the investment adviser. The advisory agreement or investment guidelines of some Separate Accounts, Sub-Advised Accounts, Wrap Program accounts, Unbundled Program accounts, and Dual Contract Program accounts restrict the ability of NBIA to invest in NB Registered Funds or Private Funds. See Item 4.D for a description of client-tailored services and the restrictions on Wrap Programs, Unbundled Programs, and Dual Contract Programs. It is possible that imposing restrictions with respect to any Client Account will adversely affect account performance as compared to unrestricted accounts that NBIA manages with the same or a similar investment strategy.
D. WrapandRelatedPrograms
NBIA participates as an investment manager in discretionary and non-discretionary wrap programs (“Wrap Programs”). A Wrap Program is an investment program where the Wrap Program Clients generallypay to the Wrap Program sponsors (“WrapSponsors”) one bundled or “wrapped” fee that covers investment management, trade execution, custodial services and other administrative services. In some cases, financial intermediaries, generally banks (“Unbundled Program Sponsors” and, together with Wrap Sponsors, “Program Sponsors”), offer clients programs that function like Wrap Programs (“UnbundledPrograms” and, together with Wrap Programs, “Programs”), except that instead of paying a bundled or “wrapped” fee, clients pay fees on an unbundled basis to separate parties, including a fee for trade execution to a designated broker other than the Program Sponsor. The clients of the Wrap Programs are referred to herein as “WrapProgramClients” and the clients of the Unbundled Programs are referred to herein as “UnbundledProgramClients,” and together with Wrap Program Clients, “ProgramClients”. The Program Sponsors are typically broker-dealers, financial institutions or other investment advisers that establish, operate and administer the Programs. The Program Sponsors are responsible for reviewing the financial circumstances, investment objectives, risk tolerances and investment restrictions of each Program Client. The Program Sponsors are responsible for determining the suitability of the Programs and the investment strategy(ies) selected for each Program Client. In discretionary Programs, the Program Sponsor typically selects or appoints NBIA as its sub- adviser to manage designated assets of its Program Clients in one or more investment strategies. In those discretionary Programs, NBIA has no direct contractual relationship with the Program Clients, but has investment discretion over the designated assets in the accounts of the Program Clients. NBIA manages the accounts in accordance with the selected investment strategy and reasonable client-directed restrictions. In some cases, a Program Sponsor will make NBIA’s advisory services available to their clients in a “dual contract” capacity, where the clients (“DualContractClients”) contract separately with the Program Sponsor or a designated broker for brokerage and other services and with NBIA for advisory services (“DualContractProgram”). Certain of the Dual Contract Client accounts are managed in the investment strategies that are also available to Program Clients. In other cases, Dual Contract Client accounts are managed in certain of the investment strategies that are otherwise available to Private Wealth Management Account clients. Subject to its obligation to seek best execution, NBIA will seek to execute equity transactions for Wrap Program Client accounts, Unbundled Program Client accounts and Dual Contract Client accounts, and anticipates that the majority of equity transactions for the accounts will be executed, through the Program Sponsors or designated brokers. However, depending on their capabilities or the types of securities traded, such as securities with smaller market capitalizations, foreign securities, or thinly traded securities, NBIA generally will trade certain equity strategies away from them more frequently, which could result in a material percentage of equity transactions being executed with brokers other than the Program Sponsors or designated brokers. NBIA frequently executes transactions with broker-dealers other than the Program Sponsors or designated brokers for fixed income transactions, including for almost all municipal securities. When trades are executed through the Program Sponsors or designated brokers, the bundled fee paid by each Wrap Program Client, or brokerage fee agreed to by the Unbundled Program Client or Dual Contract Client and the Program Sponsor or the designated broker, as applicable, typically covers all brokerage commissions and execution costs on the trades. When NBIA chooses to trade away from the Program Sponsors or designated brokers and execute trades through broker- dealers other than the Program Sponsors or designated brokers, while NBIA does not charge any additional fees or commissions, the Program Clients or Dual Contract Clients will generally incur mark-ups/concessions built into fixed income transaction prices due to the over-the-counter nature of the market and other transaction related charges, such as trade-away fees, which include electronic trading platform fees, and fees associated with foreign securities transactions, that are in addition to the bundled fee or the Program Sponsor’s or designated broker’s brokerage fee paid by each Program Client or Dual Contract Client. Please refer to Item 5.C for a further description of additional execution costs that are incurred by Program Clients or Dual Contract Clients. Clients that enroll in Wrap Programs, Unbundled Programs, or Dual Contract Programs should satisfy themselves that the Program Sponsors or designated brokers are able to provide best execution of transactions. NBIA also participates in non-discretionary Wrap Programs or Unbundled Programs. In those Programs, NBIA furnishes investment advice and recommendations to the Program Sponsors or their designee through the provision of model portfolios (“ModelPortfolioPrograms”). Some Program Sponsors use NBIA’s model portfolios and updates, either alone or together with other model portfolios, to manage the accounts of the Program Clients, although the Program Sponsors retain investment discretion over the accounts. NBIA is responsible solely for providing its model portfolios to the Program Sponsors of Model Portfolio Programs or their designees. Except in certain cases where NBIA retains discretion over the execution of portfolio transactions based on the model portfolio, the Program Sponsor or designated broker is responsible for executing portfolio transactions for the accounts of the Program Clients. The services provided by each of NBIA and the Program Sponsors are described in the Program Sponsors’ disclosure materials and the contracts Program Sponsors have with their Program Clients. NBIA does not generally communicate directly with Program Clients (including communications with respect to changes in a Program Client’s investment objectives or restrictions), and all such communications generally must be directed through the Program Sponsor. Also, NBIA does not provide overall investment supervisory services to Program Clients. NBIA is not in a position to determine and is not responsible for determining the suitability of any Program or any investment strategies available under the Program with respect to Program Clients. Please refer to Section 5.I.(2) of Schedule D of Part 1A of NBIA’s Form ADV for a full list of the Wrap Programs in which NBIA participates.
E. AssetsunderManagement
DiscretionaryAmounts:Non‐DiscretionaryAmounts:DateCalculated:
$ 237,918,961,730 $ 3,763,637,745 12/31/2018 please register to get more info

A. FeeSchedule
I.SeparateAccounts
NBIA’s standard fee schedules for Separate Accounts are set forth below. See also Item 7 for minimum account size requirements. The fees payable to NBIA for Separate Accounts are generally based on a percentage of the market value of the assets held in the Separate Account. Some Separate Accounts are subject to minimum annual fees. In limited circumstances, NBIA also provides investment management services to a Separate Account for a fixed fee. NBIA negotiates the Separate Account standard fee schedules from time to time for certain accounts based on a variety of factors including the account size, investment objectives, whether or not the Separate Account involves a Multi-Asset Class Mandate and the type and number of other accounts a client has with NBIA, including other accounts with affiliates of NBIA. Also, certain strategies do not have standard fee schedules but are individually negotiated based on a variety of factors including the identity of the portfolio manager or group managing the account, account size and investment objectives. There are also differences in fees paid by certain clients based on account inception dates, including clients who became clients as the result of an acquisition or “lift-out” of a firm or investment personnel by NBIA, or whose accounts are managed or serviced by individuals or teams who have joined NBIA through such an acquisition or lift-out. Additionally, some Separate Account clients are billed on fee schedules that are no longer offered. Those schedules are not otherwise available to new or other existing clients of NBIA. In certain limited circumstances, Institutional Account fee schedules are also be offered to non-Institutional Account clients. Further, Private Wealth Management Account clients who have assets managed by the portfolio management groups for Institutional Accounts will generally be subject to Private Wealth Management Account fee schedules, and vice versa. Moreover, certain Private Wealth Management Accounts that are serviced by, introduced to or that obtain access to NBIA or NBIA products by or through other entities, such as third-party broker-dealers and investment advisers, are generally subject to varying types and degrees of client services directly from such other entity and consequently some of these accounts are subject to a NBIA fee schedule that provides for lower fees than NBIA’s published fee schedules for the same products serviced directly by NBIA. The management and billing for certain options strategies are based on target notional exposure/value. The target notional exposure/value is often higher or lower than the actual notional exposure for the Client Account. In addition, for options strategies that are implemented on an overlay basis, the assets serving as collateral for the option strategies are held outside of the Client Account in which the options strategies are implemented. Accordingly, Clients should be aware that those assets are generally invested in managed investment products and strategies, including products and strategies of NBIA or its affiliates, which themselves are subject to fees and expenses that are separate and distinct from, and in addition to, the fees and expenses for the Client Account, including any fees assessed for the Client Account that are based upon the target notional exposure/value for the Client Account. In some instances, based upon particular facts and circumstances and, as permitted by applicable law, NBIA as a courtesy will, in its sole discretion, permit “family billing” arrangements, where the account values of two or more related accounts are combined for the purpose of reducing the overall fees paid by the account. In certain cases, with respect to existing Separate Account clients that convert to an investment through PWM, the “Family Billing” calculation will take into account a discount to the client’s fees that reflects a Client’s existing effective fee rate at the time of the conversion. For those clients, the discount will not apply to the investment strategy fee of any strategy in which the client’s asset are invested thereafter. For Private Wealth Management Accounts, such arrangements are non-contractual and NBIA is permitted to terminate such arrangement at any time. NBIA will, in its sole discretion, reduce or waive fees (including minimum annual fees) or apply a different fee schedule for certain of its Separate Account clients, including employees and affiliates of the Firm and certain clients who invest in new strategies or products at the initial launch. It is possible that a portion of a Private Wealth Management Account will consist of Client-Directed Transactions and such transactions are generally not included in the valuation of the Client Account for purposes of calculating the advisory fee payable to NBIA. For its Private Wealth Management Accounts, clients generally enter into account agreements where advisory services are provided by NBIA and brokerage services are provided by NBBD. Certain of the fee schedules below assume that the clients have entered into such agreements and consented to the use of NBBD as broker for the account. Generally, those accounts are billed an “all-inclusive” fee that captures NBIA’s investment management and NBBD’s brokerage fees. No separate fees are charged by NBIA or its affiliates for brokerage transactions in the account other than client-directed transactions and, where applicable, ADR conversion fees or pass-through fees. There are a limited number of existing Private Wealth Management Accounts for which advisory services are provided by NBIA and brokerage services are provided by NBBD where clients are subject to advisory fees pursuant to a customized fee schedule that are not “all-inclusive” (i.e., the accounts will pay separate brokerage commissions and other execution and transaction-related costs). See Item 5.C.

Alternatively, clients who have Private Wealth Management Accounts can solely engage NBIA for the provision of investment advisory services. In such instances the accounts will pay separate brokerage commissions and other execution and transaction-related costs. Similarly, Institutional Accounts generally engage NBIA solely for the provision of investment advisory services and pay separate brokerage commissions and other execution and transaction-related costs. Certain fee schedules for Private Wealth Management Accounts have different fee rates for equity and fixed income securities. Please note that for accounts subject to such fee schedules, only assets that have been designated for permanent investment in fixed income securities will be subject to the fixed income fee rate. Accordingly, cash and cash equivalents that are not held for permanent investment in fixed income securities will be subject to the equity fee rate. NBIA charges performance-based fees (“PerformanceFees”) on some of its Separate Accounts, subject to eligibility requirements under the Advisers Act and other applicable laws. Such fee arrangements are negotiated with the client. Generally, those arrangements include a base fee based on a percentage of the market value of the assets held in the Separate Account plus a Performance Fee based on the account’s performance over a specified time period (see Item 6). The specific structure of the Performance Fee varies. Pursuant to, and in accordance with, the relevant investment advisory agreement, NBIA’s fees for Private Wealth Management Accounts can be modified from time to time upon advance written notice to the applicable Client(s).

The annual fee rates for the Separate Accounts are set forth below:
a.PRIVATEWEALTHMANAGEMENTACCOUNTS

ScheduleE
TypeofassetintheaccountAdvisoryFee
For common stocks, convertible bonds, convertible preferred shares, cash, cash equivalent mutual funds, and all other managed assets of the account not being held for permanent investment in fixed income securities For accounts with a market value of less than $10 million  1.500% of the first $2.5 million of market value;  1.400% of the next $2.5 million;  1.300% of the next $2.5 million; and  1.200% of the next $2,499,999 For accounts with a market value equal to or greater than $10 million  1.250% of the first $10 million of market value; and  0.900% of the balance For cash equivalents and managed assets held for permanent investment in fixed income securities  0.375% of the market value Theminimumquarterlyfeefortheaboveaccountsis$1,875
ScheduleF
For common stocks, convertible bonds, convertible preferred shares, cash, cash equivalent mutual funds, and all other managed assets of the account not being held for permanent investment in fixed income securities For accounts with a market value of less than $10 million  1.750% of the first $5 million of market value; and  1.500% of the next $4,999,999 For accounts with a market value equal to or greater than $10 million  1.600% of the first $10 million of market value; and  1.250% of the balance

For cash equivalents and managed assets held for permanent investment in fixed income securities  0.375% of the market value Theminimumquarterlyfeefortheaboveaccountsis$2,500
ScheduleS07/S08
AdvisoryFee
TypeofassetintheaccountBaseFee
All assets in the account including cash and cash equivalents For accounts with a market value of less than $10 million  1.250% of the market value For accounts with a market value of equal to or greater than $10 million  1.00% of the market value
and
AnnualPerformanceFee  A performance fee of 0.250% will be earned at the end of each calendar year if the account attains a positive out- performance of equal to or greater than 1.00% over the Russell 1000 Value Index  A performance fee rebate of 0.250% will be refunded at the end of each calendar year if the account attains a negative out- performance of equal to or greater than 1.00% over the Russell 1000 Value Index
Schedule083
All assets in the account including cash and cash equivalents  0.500% of the market value
Schedule716
Cash, cash equivalents and managed assets held for permanent investment in fixed income securities  0.400% of the first $5 million of market value;  0.300% of the next $15 million;  0.275% of the next $30 million;  0.250% of the next $100 million;  0.150% of the next $250 million; and  0.120% of the balance Theminimumquarterlyfeefortheaboveaccountsis$1,000
Schedule803
TypeofassetintheaccountAdvisoryFee
All assets in the account including cash and cash equivalents  1.250% of the market value

GPS–TotalPortfolioSolutions(TPS)FeeSchedule
TypeofassetintheaccountAdvisoryFee
All assets in the account including NB Registered Funds, cash and cash equivalents  1.400% if the market value is less than $500,000;  1.300% if the market value is $500,000 or greater but less than $1 million;  1.200% if the market value is $1 million or greater but less than $5 million;  1.100% if the market value is $5 million or greater but less than $10 million; and  1.000% if the market value is $10 million or greater
GPS–EquityCompletionFeeSchedule
All assets in the account including NB Registered Funds, cash and cash equivalents  1.300% of the market value
Non‐StandardFeeSchedulees
Neuberger Berman S&P 500 PutWrite Overlay Strategy  For accounts with a target notional value of less than $3 million, 0.070% of the target notional value; or  for accounts with a target notional value equal to or greater than $3 million, 0.600% of the target notional value Neuberger Berman S&P Hedged Option Overlay Strategy  For accounts with a target notional value of less than $3 million, 0.800% of the target notional value; or  for accounts with a target notional value equal to or greater than $3 million, 0.700% of the target notional value Neuberger Berman Flexible Credit Strategy Neuberger Berman Alpha Capture Strategy  0.750% of the market value Neuberger Berman Energy Portfolio Neuberger Berman Autonomous Vehicle Strategy Neuberger Berman Next Gen Connectivity Strategy Neuberger Berman Global Fintech Strategy Neuberger Berman Next Gen Mobility Strategy  1.000% of the market value Neuberger Berman Research Opportunities Strategy  0.500% of the market value Neuberger Berman Preferred Securities Strategy  0.650% of the first $5 million of market value  0.600% of the next $5 million of market value  0.550% of the remaining balance of market value The annual investment advisory fee and investment strategy fee rates for clients that are not subject to Title I of ERISA or Section 4975 of the Code (“Non‐PlanClients”) that invest through PWM are set forth below:
PWMFeeScheduleforNon‐PlanClients
The annual investment advisory fee and investment strategy fee rates for clients that are not subject to Title I of ERISA or Section 4975 of the Code (“Non‐PlanClients”) that invest through PWM are set forth below.

PWM–InvestmentAdvisoryFee
 0.600% of the first $10 million of market value;  0.450% of the next $25 million;  0.400% of the next $65 million;  0.350% of the next $50 million; and  0.300% of the balance
PWM–InvestmentStrategyFees
InvestmentStrategyFees–ProprietarySeparateAccounts*
For Proprietary Separate Accounts managed by Neuberger Berman Equity Groups (other than non-standard rate strategies set forth below)  0.800% of the first $10 million of market value;  0.650% of the next $25 million;  0.600% of the next $65 million;  0.550% of the next $50 million; and  0.500% of the balance For Proprietary Separate Accounts managed by Neuberger Berman Fixed Income Groups (other than non-standard rate strategies set forth below)  0.300% of the market value Non-Standard Rate Schedules: Neuberger Berman S&P 500 PutWrite Overlay Strategy  For accounts with a target notional value of less than $3 million, 0.700% of the target notional value; or  for accounts with a target notional value equal to or greater than $3 million, 0.600% of the target notional value Neuberger Berman S&P Hedged Option Overlay Strategy  For accounts with a target notional value of less than $3 million, 0.800% of the target notional value; or  for accounts with a target notional value equal to or greater than $3 million, 0.700% of the target notional value Neuberger Berman Flexible Credit Strategy  0.650% of the market value Neuberger Berman Alpha Capture Strategy Neuberger Berman Energy Portfolio Neuberger Berman Autonomous Vehicle Strategy Neuberger Berman Next Gen Connectivity Strategy Neuberger Berman Global Fintech Strategy Neuberger Berman Next Gen Mobility Strategy Neuberger Berman TaxMTM US Large-Cap Multi-Factor Strategy Neuberger Berman TaxMTM US Small-Cap Multi-Factor Strategy Neuberger Berman TaxMTM International ADR Multi-Factor Strategy Neuberger Berman TaxMTM Canadian Multi- Factor Strategy  0.500% of the market value Neuberger Berman Research Opportunities Strategy  0.300% of the market value Neuberger Berman TaxMTM US Large-Cap Core Strategy Neuberger Berman TaxMTM US Small-Cap Core Strategy Neuberger Berman TaxMTM International ADR Core Strategy Neuberger Berman TaxMTM Canadian Core Strategy  0.35% of market value Neuberger Berman Preferred Securities Strategy  0.550% of the first $5 million of market value;  0.500% of the next $5 million; and  0.450% of the balance InvestmentStrategyFees–Non‐ProprietarySeparateAccounts 0.700% to 1.000% of the market value/target notional value, as established by NBIA InvestmentStrategyFees–NBMutualFunds,Third‐PartyMutualFunds,ETFsandCITs The indirect fees and expenses incurred as an investor in the applicable NB Mutual Funds, Third-Party Mutual Funds, ETF or CIT, as provided in the offering materials for the relevant fund * Any NB Mutual Fund, Third-Party Mutual Fund or ETF held within a Proprietary Separate Account will incur the indirect fees and expenses incurred as an investor therein and not charged the above Investment Strategy Fees for Proprietary Separate Accounts on those assets.
PWMFeeScheduleforPlanClients
The annual all-in fee rates for clients that are subject to Title I of ERISA or Section 4975 of the Code (“PlanClients”) that invest through PWM are generally based on the risk profile selected by the client, as set forth below.

PWM–RetirementFee
Capital Preservation*  0.450% of the first $10 million of market  0.430% of the next $25 million;  0.400% of the next $65 million;  0.380% of the next $50 million; and  0.350% of the balance Capital Preservation and Income  0.600% of the first $10 million of market value;  0.525% of the next $25 million;  0.500% of the next $65 million;  0.475% of the next $50 million; and  0.450% of the balance Income  0.800% of the first $10 million of market value;  0.730% of the next $25 million;  0.650% of the next $65 million;  0.580% of the next $50 million; and  0.500% of the balance Income and Capital Appreciation  1.000% of the first $10 million of market value;  0.900% of the next $25 million;  0.800% of the next $65 million;  0.700% of the next $50 million; and  0.600% of the balance Capital Appreciation and Income  1.200% of the first $10 million of market value;  1.080% of the next $25 million;  0.950% of the next $65 million;  0.830% of the next $50 million; and  0.700% of the balance Capital Appreciation  1.400% of the first $10 million of market  1.250% of the next $25 million;  1.100% of the next $65 million;  0.950% of the next $50 million; and  0.800% of the balance * Capital Preservation assumes a maximum of 15% of the Plan Assets will be allocated to non- investment grade fixed income.
b.INSTITUTIONALACCOUNTS
All Cap Core  0.80% of the first $25 million of market  0.60% of the next $50 million; and All Cap Intrinsic Value  1.00% of the first $1 million of market value;  0.75% of the next $4 million;  0.625% of the next $10 million; and  0.50% of the balance Asian Equity Opportunities  0.85% of the market value of all assets China Equity  1.15% of the first $100 million of market value;  0.85% of the next $100 million; and  0.40% of the balance CLO (AAA)  0.20% of the first $50 million of market value;  0.15% of the next $250 million; and  0.10% of the balance CLO (AA/A)  0.35% of the first $50 million of market value;  0.30% of the next $50 million; and  0.25% of the balance CLO (BBB/BB/B)  0.70% of the first $50 million of market value;  0.65% of the next $50 million; and  0.50% of the balance CLO Equity  1.40% of the first $50 million of market value;  1.25% of the next $50 million; and  1.00% of the balance Commodities  0.85% of the first $50 million of market  0.45% of the next $50 million; and Core Bond  0.23% of the first $100 million of market  0.18% of the next $150 million;  0.15% of the next $259 million; and  0.12% of the balance Core Plus  0.28% of the first $100 million of market  0.20% of the next $150 million;  0.17% of the next $259 million; and  0.14% of the balance Corporate Hybrid  0.60% of the market value of all assets Crossover Credit  0.45% of the first $100 million of market value; and  0.35% of the balance Diversified Currency  0.50% of the first $25 million of market value;  0.45% of the next $50 million;  0.40% of the next $50 million; and  0.35% of the balance Diversified Currency High Alpha  0.70% of the first $25 million of market value;  0.65% of the next $50 million;  0.55% of the next $50 million; and  0.45% of the balance Equity Income  1.00% of the first $10 million of market value;  0.80% of the next $15 million;  0.60% of the next $75 million; and  0.50% of the balance Emerging Market Debt – Asian Bond  0.50% of the first $100 million of market value;  0.45% of the next $150 million; and  0.35% of the balance Emerging Market Debt – Corporate Emerging Market Debt - Blend  0.65% of the first $100 million of market value;  0.55% of the next $150 million; and  0.45% of the balance Emerging Market Debt - Hard Currency  0.55% of the first $100 million of market  0.45% of the next $150 million; and Emerging Market Debt - Local Currency  0.60% of the first $100 million of market  0.50% of the next $150 million; and Emerging Market Debt- Short Duration  0.45% of the first $100 million of market  0.35% of the next $150 million; and  0.25% of the balance Emerging Markets Equity  1.00% of the first $25 million of market  0.90% of the next $25 million;  0.85% of the next $150 million; and  0.75% of the balance Emerging Markets Equity Select  0.85% of the first $50 million of market value;  0.75% of the next $150 million; and  0.65% of the balance Emerging Markets PutWrite (ATM)  0.65% of the first $50 million of market value;  0.55% of the next $50 million; and  0.45% of the balance Enhanced Cash  0.175% of the first $50 million of market value;  0.15% of the next $50 million;  0.12% of the next $150 million;  0.10% of the next $250 million; and  0.08% of the balance Enhanced Index Enhanced Mortgages Passive Corporate  0.10% of the first $50 million of market value;  0.08% of the next $100 million;  0.04% of the next $350 million;  0.03% of the next $500 million;  0.0225% of the next $1 billion;  0.02% of the next $500 million; and  0.0175% of the balance European High Yield  0.55% of the first $50 million of market value;  0.45% of the next $250 million; and European Investment Grade Credit  0.35% of the first $50 million of market  0.25% of the next $250 million; and  0.20% of the balance Global Bond Absolute Return (Unconstrained)  0.55% of the first $50 million of market  0.45% of the next $100 million; and Global Equity  0.75% of the first $25 million of market  0.55% of the next $25 million;  0.45% of the next $150 million; and Global Fixed Income  0.30% of the first $50 million of market  0.25% of the next $100 million;  0.20% of the next $100 million;  0.15% of the next $250 million; and  0.12% of the balance Global Investment Grade Credit  0.40% of the first $50 million of market value;  0.30% of the next $250 million; and  0.25% of the balance Global PutWrite (OTM) Global PutWrite (ATM)  0.55% of the first $50 million of market value;  0.45% of the next $50 million; and  0.35% of the balance Global Opportunistic Fixed Income  0.40% of the first $50 million of market value;  0.35% of the next $100 million;  0.30% of the next $100 million; and  0.25% of the balance Global REIT  0.80% of the first $25 million of market value;  0.70% of the next $25 million;  0.60% of the next $100 million; and  0.50% of the balance International ACW ex-US  0.80% of the first $25 million of market value;  0.65% of the next $25 million; and International All Cap  0.85% of the first $25 million of market  0.70% of the next $25 million; and  0.55% of the balance International Select  0.80% of the first $25 million of market  0.50% of the next $150 million; and  0.45% of the balance International Small Cap  0.95% of the first $25 million of market  0.85% of the next $25 million; and  0.80% of the balance Investment Grade Credit  0.35% of the first $50 million of market  0.25% of the next $250 million; and  0.20% of the balance Large Cap Core  0.65% of the first $25 million of market value;  0.50% of the next $25 million;  0.40% of the next $50 million;  0.30% of the next $100 million; and  0.25% of the balance Large Cap Disciplined Growth  0.65% of the first $35 million of market value;  0.40% of the next $65 million;  0.30% of the next $100 million; and  0.25% of the balance Large Cap Value Systematic Large Cap Value Core Equity  0.65% of the first $25 million of market value;  0.50% of the next $25 million;  0.40% of the next $50 million;  0.30% of the next $100 million; and  0.25% of the balance Liability Driven Investing Long Duration Long Government Credit  0.30% of the first $50 million of market value;  0.25% of the next $100 million;  0.20% of the next $100 million; and  0.15% of the balance Long Short Equity (Kantor)  0.90% of the first $100 million of market  0.80% of the next $100 million; and  0.70% of the balance Mid Cap Growth  0.80% of the first $25 million of market  0.60% of the next $50 million; and Mid Cap Intrinsic Value  0.75% of the first $25 million of market  0.60% of the next $50 million; and MLP  0.75% of the first $50 million of market  0.65% of the next $50 million; and  0.55% of the balance Multi-Asset Class Global Absolute Return Multi-Asset Class Global Relative Return  0.75% of the first $100 million of market value;  0.65% of the next $150 million; and  0.55% of the balance Multi-Asset Class Income Multi-Asset Class Growth  0.55% of the first $100 million of market value;  0.45% of the next $150 million; and  0.35% of the balance Multi-Cap Opportunities  0.80% of the first $100 million of market value;  0.70% of the next $150 million; and  0.65% of the balance Multi-Style Premia  0.90% of the market value of all assets Municipal – Cash Short Duration  0.25% of the first $25 million of market value;  0.15% of the next $25 million;  0.10% of the next $150 million; and  0.08% of the balance Municipal – Intermediate Long Duration  0.30% of the first $50 million of market value;  0.25% of the next $50 million;  0.20% of the next $100 million; and  0.10% of the balance Opportunistic Credit  0.55% of the first $50 million of market  0.45% of the next $100 million; and Opportunistic Fixed Income  0.50% of the first $50 million of market  0.40% of the next $100 million; and Passive Index Passive Government  0.08% of the first $50 million of market  0.065% of the next $100 million;  0.032% of the next $350 million;  0.025% of the next $500 million;  0.018% of the next $1 billion;  0.016% of the next $500 million; and  0.014% of the balance Preferred & Capital Securities Strategy (Financial Hybrids)  0.45% of the first $50 million of market value;  0.35% of the next $250 million; and  0.30% of the balance REIT  0.75% of the first $25 million of market value;  0.65% of the next $25 million;  0.55% of the next $100 million; and  0.50% of the balance Research Opportunity  0.25% of the first $25 million of market value;  0.20% of the next $50 million; and  0.15% of the balance Risk Balanced Global Equity  0.55% of the first $25 million of market value;  0.45% of the next $25 million;  0.35% of the next $150 million; and  0.30% of the balance Risk Parity  0.45% of the first $100 million of market value; and  0.35% of the balance Russell 2000 Strangle S&P 500 Strangle*  0.60% of the first $100 million of market value; and  0.50% of the balance S&P 500 Iron Condor*  0.50% of the first $100 million of market value; and  0.45% of the balance S&P 500 PutWrite (OTM)* S&P 500 PutWrite (ATM)  0.40% of the first $50 million of market  0.35% of the next $50 million; and  0.30% of the balance Senior Floating Rate Loans  0.55% of the first $50 million of market  0.45% of the next $250 million; and Short Duration  0.20% of the first $50 million of market  0.15% of the next $50 million;  0.12% of the next $150 million;  0.10% of the next $250 million; and  0.08% of the balance Short Duration High Yield Global High Yield  0.55% of the first $50 million of market value;  0.45% of the next $250 million; and  0.35% of the balance Small Cap Growth  1.00% of the first $25 million of market value;  0.80% of the next $25 million; and  0.70% of the balance Small Cap Intrinsic Value  1.00% of the first $20 million of market value;  0.85% of the next $20 million;  0.80% of the next $20 million; and  0.75% of the balance Small Cap  1.00% of the market value of all assets Sustainable Equity  1.00% of the first $10 million of market value;  0.65% of the next $25 million; and  0.40% of the balance Systematic Emerging Markets Equity  0.80% of the first $25 million of market value;  0.70% of the next $25 million;  0.65% of the next $150 million; and  0.55% of the balance Systematic Global Equity  0.55% of the first $25 million of market value;  0.45% of the next $25 million;  0.35% of the next $150 million; and  0.30% of the balance TIPS  0.15% of the first $100 million of market  0.10% of the next $200 million; and  0.08% of the balance U.S. High Yield 0.55% of the first $50 million of market  0.45% of the next $250 million; and U.S. Investment Grade Credit Long Credit  0.35% of the first $50 million of market  0.25% of the next $250 million; and  0.20% of the balance U.S. PutWrite (ATM)  0.45% of the first $50 million of market value;  0.40% of the next $50 million; and  0.35% of the balance Velocity  0.75% of the market value of all assets

* These strategies are also offered as overlay strategies. The fee schedules are the same except that the advisory fee is calculated based on the target notional value rather than the market value.
II.PRIVATEFUNDS
Pursuant to NBIA’s investment management agreement with each Private Fund, NBIA will receive a management fee that generally is based on the net asset value (“NAV”) of each investor’s account in the Private Fund, each investor’s net investment amount (which is generally calculated based on an investor’s contributions, withdrawals and distributions and is not based on capital appreciation or depreciation in an account) or each investor’s invested and reinvested capital. In some instances, NBIA or its affiliate (generally in its capacity as general partner or managing member of the Private Fund) will also receive a Performance Fee (which is often in the form of an incentive fee/allocation). The Performance Fee is generally charged if a specified preferred return to investors is achieved subject to a “catch-up”; or where the Private Fund exceeds the performance of a certain benchmark or index (“hurdle”).

The management fee for Private Funds generally ranges from 0.00%-1.50% annually. For Private Funds whose investors are eligible to enter into a performance fee arrangement under the Advisers Act, Performance Fees are generally up to 20% of (realized or unrealized) capital gains or capital appreciation. Management fees and Performance Fees for Private Funds are negotiable under certain circumstances. NBIA or a Private Fund’s general partner or managing member customarily retains discretion to waive, rebate or calculate differently the management fees and Performance Fees as to all or any of the investors in a Private Fund, including affiliates and employees of the Firm. Investors should refer to the Offering Memorandum for the relevant Private Fund for further information with respect to fees.
III.NBRegisteredFunds
a. NBMutualFunds
Each NB Mutual Fund has entered into an investment management agreement with NBIA. Pursuant to each investment management agreement, NBIA receives an advisory fee at a specified rate equal to a percentage of the fund’s average daily net assets. In addition, NBIA has entered into an administration agreement with each NB Mutual Fund. Administration fees are based on a percentage of each fund’s average daily net assets. The annual advisory fee rate for each NB Mutual Fund is negotiated with and approved by each fund’s Board of Trustees and is set forth below: Pleasenotethefullnameofeachfundlistedbelow(exceptfortheAMTFunds)beginswiththeprefix “NeubergerBerman”
EquityFunds

AdvisoryFee(basedonaveragedailynet
assets)

Genesis Fund  0.850% of the first $250 million;  0.800% of the next $250 million;  0.750% of the next $250 million;  0.700% of the next $250 million;  0.650% of the next $13 billion; and  0.600% in excess of $14 billion Intrinsic Value Fund Small Cap Growth Fund  0.850% of the first $250 million;  0.800% of the next $250 million;  0.750% of the next $250 million;  0.700% of the next $250 million; and  0.650% in excess of $1 billion Equity Income Fund Focus Fund Guardian Fund International Select Fund Large Cap Value Fund Mid Cap Growth Fund Mid Cap Intrinsic Value Fund Sustainable Equity Fund (formerly Socially Responsive Fund) Value Fund  0.550% of the first $250 million;  0.525% of the next $250 million;  0.500% of the next $250 million;  0.475% of the next $250 million;  0.450% of the next $500 million;  0.425% of the next $2.5 billion; and  0.400% in excess of $4 billion Greater China Equity Fund  1.100% of the first $1 billion; and  0.950% in excess of $1 billion Dividend Growth Fund  0.500% of the first $1.5 billion;  0.475% of the next $2.5 billion; and  0.450% in excess of $4 billion Emerging Markets Equity Fund  1.000% of the first $250 million;  0.975% of the next $250 million;  0.950% of the next $250 million;  0.925% of the next $250 million;  0.900% of the next $500 million;  0.875% of the next $2.5 billion; and  0.850% in excess of $4 billion Global Equity Fund  0.550% Multi-Cap Opportunities Fund  0.600% of the first $250 million;  0.575% of the next $250 million;  0.550% of the next $250 million;  0.525% of the next $250 million;  0.500% of the next $500 million;  0.475% of the next $2.5 billion; and  0.450% in excess of $4 billion International Equity Fund  0.850% of the first $250 million;  0.825% of the next $250 million;  0.800% of the next $250 million;  0.775% of the next $250 million;  0.750% of the next $500 million;  0.725% of the next $1 billion; and  0.700% in excess of $2.5 billion International Small Cap Fund  0.850% of the first $250 million;  0.825% of the next $250 million;  0.800% of the next $250 million;  0.775% of the next $250 million;  0.750% of the next $500 million;  0.725% of the next $2.5 billion; and  0.700% in excess of $4 billion Global Real Estate Fund Real Estate Fund  0.800%
AMTFundsAdvisoryFee(basedonaveragedaily
netassets)

Guardian Portfolio Large Cap Value Portfolio Mid Cap Growth Portfolio Mid Cap Intrinsic Value Portfolio Sustainable Equity Portfolio (formerly Socially Responsive Portfolio)  0.550% of the first $250 million;  0.525% of the next $250 million;  0.500% of the next $250 million;  0.475% of the next $250 million;  0.450% of the next $500 million;  0.425% of the next $2.5 billion; and  0.400% in excess of $4 billion International Equity Portfolio  0.850% of the first $250 million;  0.825% of the next $250 million;  0.800% of the next $250 million;  0.775% of the next $250 million;  0.750% of the next $500 million;  0.725% of the next $1 billion; and  0.700% in excess of $2.5 billion Real Estate Portfolio  0.850% Short Duration Bond Portfolio  0.250% of the first $500 million;  0.225% of the next $500 million;  0.200% of the next $500 million;  0.175% of the next $500 million; and  0.150% in excess of $2 billion U.S. Equity Index PutWrite Strategy Portfolio (formerly Absolute Return Multi-Manager Portfolio)  0.450%
FixedIncomeFundsAdvisoryFee(basedonaveragedaily
netassets)

Core Bond Fund Municipal Impact Fund (formerly, New York Municipal Income Fund)  0.250% of the first $500 million;  0.225% of the next $500 million;  0.200% of the next $500 million;  0.175% of the next $500 million; and  0.150% in excess of $2 billion Emerging Markets Debt Fund  0.550% Floating Rate Income Fund  0.500% High Income Bond Fund  0.480% Municipal High Income Fund  0.400% of the first $500 million;  0.375% of the next $500 million;  0.350% of the next $500 million;  0.325% of the next $500 million; and  0.300% in excess of $2 billion Municipal Intermediate Bond Fund  0.230% of the first $500 million;  0.225% of the next $500 million;  0.200% of the next $500 million;  0.175% of the next $500 million; and  0.150% in excess of $2 billion Short Duration Bond Fund  0.200% of the first $1.5 billion;  0.175% of the next $500 million; and  0.150% in excess of $2 billion Short Duration High Income Fund  0.450% Strategic Income Fund  0.400% Unconstrained Bond Fund  0.450% From time to time, NBIA will determine to waive all or a portion of its fee or reimburse an NB Mutual Fund for certain expenses. The rates of those waivers or reimbursements are set forth in each fund’s Offering Documents.
b. NBClosed‐EndFunds(exceptNBPEClosed‐EndFunds)
Each NB Closed-End Fund has entered into a management agreement with NBIA. Pursuant to each management agreement, NBIA receives a fee at a specified rate equal to a percentage of the NB
AlternativeFundsAdvisoryFee(basedonaveragedaily
netassets)

Absolute Return Multi-Manager Fund  1.700% of the first $250 million;  1.675% of the next $250 million;  1.650% of the next $250 million;  1.625% of the next $250 million;  1.600% of the next $500 million;  1.575% of the next $2.5 billion; and  1.550% in excess of $4 billion Global Allocation Fund  0.550% of the first $1 billion;  0.525% of the next $1 billion; and  0.500% in excess of $2 billion Hedged Option Premium Strategy Fund U.S. Equity Index PutWrite Strategy Fund  0.450% Long Short Fund  1.200% of the first $250 million;  1.175% of the next $250 million;  1.150% of the next $250 million;  1.125% of the next $250 million;  1.100% of the next $500 million;  1.075% of the next $2.5 billion; and  1.050% in excess of $4 billion Multi-Asset Income Fund  0.450% of the first $250 million;  0.425% of the next $250 million;  0.400% of the next $250 million;  0.375% of the next $250 million;  0.350% of the next $500 million;  0.325% of the next $2.5 billion; and  0.300% in excess of $4 billion Commodity Strategy Fund (formerly, Risk Balanced Commodity Strategy Fund)  0.500% of the first $250 million;  0.475% of the next $250 million;  0.450% of the next $250 million;  0.425% of the next $250 million;  0.400% of the next $500 million;  0.375% of the next $2.5 billion; and  0.350% in excess of $4 billion Closed-End Fund’s average daily total assets, minus liabilities other than the aggregate indebtedness entered into for purposes of leverage (for purposes of this calculation, the liquidation preference on the NB Closed-End Fund’s preferred shares, if any, is not a liability). In addition, NBIA has entered into an administration agreement with each NB Closed-End Fund. Administration fees are based on a percentage of average daily total assets, minus liabilities other than the aggregate indebtedness entered into for purposes of leverage (for purposes of this calculation, the liquidation preference on the NB Closed-End Fund’s preferred shares, if any, is not a liability). The annual advisory fee rate for each NB Closed-End Fund is negotiated with the fund’s Board of Directors and is set forth below:
c. NBPEClosed‐EndFunds
Each NB PE Closed-End Fund has entered into an investment management agreement with NBIA. Pursuant to each investment management agreement, each NB PE Closed-End Fund pays NBIA a fee at a specified rate. For some NB PE Closed-End Funds, NBIA or an affiliate of NBIA will also be apportioned carried interest distributions (“CarriedInterest”), which generally range from 5- 10% of distributions after investors receive a specified amount of drawn commitments from the NB PE Closed-End Fund. As described in the Offering Documents for the relevant NB PE Closed- End Fund, Carried Interest, to the extent applicable, are often subject to a “clawback,” which generally means that NBIA (or its affiliate) would be required to return to the investors all or a portion of the Carried Interest if the investors in the NB PE Closed-End Fund do not receive a return of their capital contributions made to such NB PE Closed-End Fund plus a certain stated return on their investment from the fund, in each case in accordance with the fund’s Offering Documents.
FundsAdvisoryFee(basedonaveragedaily
netassets)
California Municipal Fund (formerly, California Intermediate Municipal Fund)  0.25% Municipal Fund (formerly, Intermediate Municipal Fund)  0.25% MLP Income Fund Inc.  0.75% New York Municipal Fund (formerly, New York Intermediate Municipal Fund)  0.25% Real Estate Securities Income Fund  0.60% High Yield Strategies Fund  0.60% The annual advisory fee rate for each NB PE Closed-End Fund is negotiated with and approved by the fund’s Board of Managers and is set forth below:
FundsAdvisoryFee(basedontotalinvestor
commitments,unlessotherwise
specified)
Excelsior Venture Partners III, LLC  1.000% (based on average quarterly net assets) but waived until July 1, 2019 UST Global Private Markets Fund, LLC  1.500%, with an annual 10% step-down starting on the third anniversary of the final closing of the subscription of units and continuing until the advisory fee reaches 0.25% Excelsior Private Markets Fund II (Master), LLC  1.000% as follows: (i) during the period from the initial closing until the fifth anniversary of the final closing, based on the total capital commitments (the “UnderlyingCommitments”) entered into by the Fund with respect to investments in the underlying portfolio funds; and (ii) beginning on the fifth anniversary of the final closing and thereafter, based on the net asset value of the Fund. Excelsior Private Markets Fund II (TE), LLC  Management fee of 0.50%* Excelsior Private Markets Fund II (TI), LLC  Management fee of 0.50%* Excelsior Private Markets Fund III (Master), LLC  1.000% as follows: (i) during the period from the initial closing until the fifth anniversary of the final closing, based on the Underlying Commitments; and (ii) beginning on the fifth anniversary of the final closing and thereafter, based on the net asset value of the Fund. Excelsior Private Markets Fund III (TE), LLC  Management fee of 0.500%* Excelsior Private Markets Fund III (TI), LLC  Management fee of 0.500%* NB Crossroads Private Markets Fund IV (TE) - Client LLC  0.100%** of total investor commitments in year 1  0.550% in years 2 through 8  0.300% thereafter NB Crossroads Private Markets Fund IV (TI) - Client LLC  0.100%** of total investor commitments in year 1  0.550% in years 2 through 8  0.300% thereafter NB Crossroads Private Markets Fund IV Holdings LLC  0.100%** of total investor commitments in year 1  0.550% in years 2 through 8  0.300% thereafter NB Crossroads Private Markets Fund V (TE) LP  0.850%** of total investor commitments in years 1 through 8  0.300% thereafter NB Crossroads Private Markets Fund V (TI) LP  0.850%** of total investor commitments in years 1 through 8  0.300% thereafter NB Crossroads Private Markets Fund V (TE) Advisory LP  0.850%** of total investor commitments in years 1 through 8  0.300% thereafter NB Crossroads Private Markets Fund V (TI) Advisory LP  0.850%** of total investor commitments in years 1 through 8  0.300% thereafter NB Crossroads Private Markets Fund V Holdings LP  0.850% of total investor commitments in years 1 through 8  0.300% thereafter

* Payments for management and administrative services, not for investment advisory services. Management fees are calculated based on a pro-rata allocation of underlying investment commitments during the investment period, and after the investment period, based on a pro-rata allocation of the NB PE Closed-End Fund’s net assets exclusive of cash.

** So long as all or substantially all of the assets of the Fund are invested in the applicable master fund (i.e., NB Crossroads Private Markets Fund IV Holdings LLC and NB Crossroads Private Markets Fund V Holdings LLC), the Fund will not pay NBIA a separate fee under the investment advisory agreement. The Fund does, however, due to its investment in the applicable master fund, bear its proportionate percentage of the advisory fee paid to NBIA by such master fund.
IV.SUB‐ADVISEDACCOUNTS
a. Third‐PartyMutualFundsandNonU.S.RegisteredFunds
NBIA’s fees with respect to its services as sub-adviser to each Third-Party Mutual Fund and Non- U.S. Registered Fund are individually negotiated (and, as such, will vary), and are set forth in its sub-advisory agreement with each fund/investment adviser.
b. OtherSub‐AdvisedAccounts
Sub-advisory fees for other Sub-Advised Accounts are individually negotiated and vary depending on the account. NBIA’s sub-advisory fees are generally consistent with the basic fee information and terms described above for the type of client (e.g., Separate Accounts, Private Funds), provided that some Sub-Advised Accounts are subject to a NBIA fee schedule that provides for lower fees than NBIA’s published fee schedules for the same products serviced directly by NBIA. NBIA’s management fees and Performance Fees (if any) with respect to its services as sub-adviser are set forth in its sub-advisory agreement with each fund/investment adviser.
V.WRAPANDRELATEDPROGRAMACCOUNTS
Wrap Program Clients pay Wrap Sponsors a bundled or “wrapped” fee that typically covers investment management, trade execution, custodial services and other administrative services. Of that fee, the Program Sponsors, in turn, pay advisory fees to the sub-adviser, such as NBIA, that they select to provide portfolio management services to their Wrap Program Clients. In some cases, Unbundled Program Sponsors offer clients Unbundled Programs where instead of paying a bundled or “wrapped” fee, clients pay fees on an unbundled basis to separate parties, including a fee for investment advisory services, which, in turn, is paid to the sub-adviser selected by the Unbundled Program Sponsor, such as NBIA. NBIA generally negotiates its fees with each Program Sponsor, subject to varying factors, including the Program Sponsor’s program size and style, the services performed by the Program Sponsor, and other factors. Subject to those factors, NBIA’s basic annualized fee schedule for a discretionary Program ranges between 0.34% and 0.70% annually with respect to equity investment strategies and 0.23% and 0.35% annually with respect to fixed income investment strategies. In a non-discretionary Model Portfolio Program, NBIA’s basic annualized fee schedule ranges between 0.28% and 0.46% annually with respect to equity investment strategies and 0.22% and 0.25% annually with respect to fixed income investment strategies. To the extent a Program Client has authorized the Program Sponsor to arrange for payment of the advisory fees owed to NBIA, such Program Client is subject to the billing policies and procedures of the Program Sponsor. As a result of such policies and procedures, it is possible that the Program Client will be subject to fees that vary from a similarly situated client that is billed directly by NBIA for the same services. Program Clients should carefully review the Program Sponsor’s or designated broker’s billing policies and procedures. Dual Contract Clients are generally subject to the billing policies and procedures that NBIA follows with respect to Private Wealth Management Accounts, but should review their contracts with NBIA and the Program Sponsor or designated broker and available disclosures to confirm that the billing arrangements disclosed by the Program Sponsor or designated broker for their accounts do not vary from NBIA’s billing policies and procedures for Private Wealth Management Accounts. If the Program Sponsor’s or designated broker’s billing policies and procedures apply, it is possible that the Program Client will be subject to fees that vary from a similarly situated client that is billed directly by NBIA for the same services, including fees on account contributions.
VI.NON‐DISCRETIONARYANDCONSULTINGSERVICES;NBINVESTMENTPLATFORM
For Non-Discretionary Accounts, NBIA receives either a fee based on a percentage of the market value of assets held in the account (which, in general, are consistent with the standard fee schedules described above for Separate Accounts) or a fixed fee. NBIA generally charges a fixed fee for its Consulting Services. Those fees are individually negotiated. NBIA also charges license and support fees for the licensing of its NBIA Software. Such fees vary based on the scope and extent of the analysis and modeling desired by the client, enhancements to the NBIA Software to meet the needs of the client, the type of assets subject to analysis and the training and support required. Platform Clients that invest through the NB Investment Platform pay NBIA a platform fee as set forth below, which is designed to compensate NBIA for establishing, maintaining and providing access to the platform. In addition, Platform Clients also pay the strategy fees applicable to the strategies or investment vehicle in which the respective Platform Client decides to invest. For Proprietary Separate Accounts, the strategy fee (provided below) includes compensation for the discretionary investment advisory services provided by NBIA. For Third-Party Separate Accounts, the strategy fee (provided below) includes compensation for (i) the discretionary investment advisory services provided by the applicable third-party discretionary manager; (ii) services provided by the relevant third-party separate account program provider to NBIA; and (iii) account administrative services provided by NBIA. A portion of the strategy fee will be retained by NBIA and a portion of the strategy fee will ultimately be paid to the Third-Party SMA Provider and the applicable discretionary manager. The strategy fee paid by Client and the portion of the strategy fee retained by NBIA will vary based on the third-party discretionary separate account strategy selected by Client. For NB Mutual Funds, Third-Party Mutual Funds, ETFs, CITs, and Private Funds, the strategy fee is generally in the form of the indirect fees and expenses incurred as an investor in such comingled investment vehicle, as provided in the applicable offering materials. From time to time, NBIA will, in its sole discretion, determine to reduce or waive fees or apply a different fee schedule for certain of its Platform Clients or with respect to cash or certain other assets. Pursuant to, and in accordance with, the relevant investment advisory agreement, the platform fee and strategy fees can be modified from time to time upon advance written notice to the applicable Platform Client(s). The annual platform and strategy fee rates for the NB Investment Platform are set forth below:
NBInvestmentPlatform–PlatformFee
 0.650% of the first $2.5 million of market value;  0.550% of the next $2.5 million;  0.450% of the next $2.5 million;  0.350% of the next $2.5 million; and  0.250% of the balance
NBInvestmentPlatform–StrategyFees
StrategyFees–ProprietarySeparateAccounts
For Proprietary Separate Accounts managed by Neuberger Berman Equity Groups (other than non-standard rate strategies set forth below)  0.800% of the first $2.5 million of market  0.750% of the next $2.5 million;  0.700% of the next $2.5 million;  0.650% of the next $2.5 million; and  0.600% of the balance For Proprietary Separate Accounts managed by Neuberger Berman Fixed Income Groups (other than non-standard rate strategies set forth below)  0.300% of the first $2.5 million of market value;  0.275% of the next $2.5 million;  0.250% of the next $2.5 million;  0.225% of the next $2.5 million; and  0.200% of the balance Non-Standard Rate Schedules: Neuberger Berman S&P 500 PutWrite Overlay Strategy  For accounts with a target notional value of less than $3 million, 0.700% of the target notional value; or  for accounts with a target notional value equal to or greater than $3 million, 0.600% of the target notional value Neuberger Berman S&P Hedged Option Overlay Strategy  For accounts with a target notional value of less than $3 million, 0.800% of the target notional value; or  for accounts with a target notional value equal to or greater than $3 million, 0.700% of the target notional value Neuberger Berman Flexible Credit Strategy  0.650% of the market value Neuberger Berman Alpha Capture Strategy Neuberger Berman Energy Portfolio Neuberger Berman Autonomous Vehicle Strategy Neuberger Berman Next Gen Connectivity Strategy Neuberger Berman Global Fintech Strategy Neuberger Berman Next Gen Mobility Strategy Neuberger Berman TaxMTM US Large-Cap Multi-Factor Strategy Neuberger Berman TaxMTM US Small-Cap Multi-Factor Strategy Neuberger Berman TaxMTM International ADR Multi-Factor Strategy Neuberger Berman TaxMTM Canadian Multi- Factor Strategy  0.500% of the market value Neuberger Berman Research Opportunities Strategy  0.300% of the market value Neuberger Berman TaxMTM US Large-Cap Core Strategy Neuberger Berman TaxMTM US Small-Cap Core Strategy Neuberger Berman TaxMTM International ADR Core Strategy Neuberger Berman TaxMTM Canadian Core Strategy  0.350% of market value Neuberger Berman Preferred Securities Strategy  0.550% of the first $5,000,000 of market value  0.500% of the next $5,000,000 of market value  0.450% of the remaining balance of market value StrategyFees–Non‐ProprietarySeparateAccounts The then-current applicable rate (as established by NBIA and provided to the applicable Platform Client) of the market value
StrategyFees–NBMutualFunds,Third‐PartyMutualFunds,ETFs,CITsandPrivate
Funds The indirect fees and expenses incurred as an investor in the applicable comingled investment vehicle, as provided in the offering materials for the relevant fund
B. PaymentMethod
CalculationandPaymentofFees: Separate Accounts— For Private Wealth Management Accounts, advisory fees are typically charged quarterly, in advance, at the beginning of each calendar quarter, based on the market value (or target notional value, where relevant) of the client’s account(s) on the last business day of the previous calendar quarter. For Institutional Accounts, fees are generally accrued and paid either in arrears or in advance on a quarterly basis, as provided in the contract between NBIA and the Institutional Account client. Performance Fees and minimum annual fees, if any, are generally charged on an annual basis. Payment of fees for Separate Accounts are either made through a debit to the client’s account(s) at the custodian bank or broker-dealer or are made upon invoice, which fees are due within 30 days of the date of the invoice. In general, Private Wealth Management Account clients contractually agree to allow NBIA to debit any fees from their accounts. At the client’s request, NBIA will send the client an informational statement of the fees due each quarter. NBIA generally invoices Institutional Account clients for fees incurred. During a quarter or other fee calculation period, if NBIA begins managing an account, or an account is terminated, the fee charged for that period will be pro-rated based on the portion of the period that NBIA actually managed the account. If advisory or management fees are charged in advance, the Separate Account client will receive a pro-rated refund of any pre-paid fees if the investment advisory agreement is terminated before the end of the billing period. Unless otherwise agreed with the Separate Account client, for Separate Accounts that are billed quarterly in advance, fees are typically not adjusted to reflect contributions to, and withdrawals from, the account in the relevant quarter. PrivateFunds—Generally, management fees are charged monthly or quarterly and Performance Fees are charged at the end of each Private Fund’s fiscal year or upon withdrawal by an investor from a Private Fund. The management fees and Performances Fees are generally deducted directly from each Private Fund investor’s account. However, certain Private Funds provide that an investor will be billed outside of the Private Fund at the option of the investor. Investors should refer to the applicable Offering Memorandum with respect to the calculation and payment of fees. NB Registered Funds— NBIA’s advisory fees are paid to NBIA by each NB Registered Fund in accordance with the investment management agreement entered into by NBIA and such fund, as negotiated with the fund’s Board of Trustees/Directors/Managers. For all NB Registered Funds except the NB PE Closed-End Funds, the fees are accrued daily and deducted monthly or quarterly, as applicable, directly from the NB Registered Funds’ custodial account. For the NB PE Closed- End Funds, the advisory fees and the management fees are calculated as of the last business day of the prior quarter and are due and payable in arrears after the end of that quarter. Carried Interest with respect to the NB PE Closed-End Funds, if any, will generally not be paid until after certain anniversary dates, as discussed in the relevant fund’s Offering Documents. Sub‐AdvisedAccounts— Third‐PartyMutualFundsandNon‐U.S.RegisteredFunds— NBIA’s sub-advisory fees are paid by each investment adviser to NBIA in accordance with the investment sub-advisory agreement entered into by NBIA and such adviser. NBIA’s sub-advisory fees are negotiated with the Third-Party Mutual Fund’s or Non-U.S. Registered Fund’s investment adviser or Board of Trustees/Directors/Managers. OtherSub‐AdvisedAccounts – Payment of fees varies depending on the type of account but in general is consistent with the basic fee information and terms described above for the type of client (e.g., Separate Accounts, Private Funds). WrapandRelatedProgramAccounts—Each Program Sponsor generally pays NBIA on a quarterly basis, either in arrears or in advance, as provided in the contract between NBIA and the Program Sponsor. NBIA does not invoice Program Clients. Each Program Sponsor calculates and pays NBIA its fees from the fees the Program Sponsor receives from the Program Clients. NBIA does not establish the value of securities held in these accounts, which is a function provided by the Program Sponsors or designated brokers. Dual Contract Clients are generally subject to the billing and valuation practices and procedures that NBIA follows with respect to Private Wealth Management Accounts, but should review their contracts with NBIA and with the Program Sponsors or designated brokers and available disclosures to confirm that the billing and valuation practices and procedures of the Program Sponsors or designated brokers for their accounts do not vary from NBIA’s billing and valuation practices and procedures for Private Wealth Management Accounts. Non‐Discretionary and Consulting; NB Investment Platform—Payment of Non-Discretionary Account fees varies but in general is consistent with the basic fee information and terms described above for Separate Accounts. Payment of the platform fee and strategy fee for Platform Clients that invest through the NB Investment Platform is consistent with the basic fee information and terms described above for Separate Accounts. The manner of payment for Consulting Services and NBIA Software is individually negotiated. ValuationforFeeCalculationPurposes: SeparateAccounts,Non‐DiscretionaryAccounts,Sub‐AdvisoryAccounts(excludingPrivateFunds,NB RegisteredFunds,Non‐U.S.RegisteredFundsandThird‐PartyMutualFunds),andPlatformClient accounts— In general, advisory or management fees for Separate Accounts, Non-Discretionary Accounts, Sub-Advisory Accounts (excluding Private Funds, NB Registered Funds, Non-U.S. Registered Funds and Third-Party Mutual Funds), and Platform Client accounts are based on a valuation of assets by NBIA or the client’s custodian. When the client and NBIA agree to use NBIA’s valuation of the assets for fee purposes, NBIA will generally use independent third-party pricing services or broker quotes to value assets. When a third-party price is not obtainable, NBIA will generally use its fair valuation procedures to obtain an internally generated valuation. As NBIA’s compensation is generally based on the net asset value of an account, a conflict arises when NBIA rather than a third-party is valuing the assets held in an account. To mitigate that conflict, NBIA has adopted methodologies designed to result in securities valuations that in its judgment reflect the market prices of the securities at such time. In those instances, there is no guarantee that the market prices will be obtained. Advisory or management fees can be based on the market value of the assets as of the trade date or the settlement date. Total value of Client Accounts does not include securities that cannot be priced in accordance with the methodologies described above. In determining the market value of assets, the total market value of securities purchased on margin is included. This will result in higher advisory or management fees than would other please register to get more info

Performance Fees are fees that are based on a share of the capital gains or capital appreciation of the assets of an account. Examples of performance fee structures include:  an incentive fee where the fee is calculated as a percentage of a fund’s profits, usually taking into consideration both realized and unrealized profits (sometimes referred to as incentive allocation or carried interest);  an allocation based on the net cash proceeds attributable to the investments;  a high water mark where the manager receives a Performance Fee only on increases in net asset value of a fund in excess of the highest net asset value previously achieved; and  hurdle rates where the manager does not charge a Performance Fee until the fund’s annualized performance or distributions made to investors exceeds a benchmark rate, such as T-bill yield, London Interbank Offered Rate (“LIBOR”) or a fixed percentage. NBIA charges Performance Fees in connection with certain of its Separate Accounts, Private Funds, NB PE Closed-End Funds and Sub-Advised Accounts. NBIA also charges Performance Fees in connection with certain of the Private Investments in which Private Wealth Management Account clients are invested. With respect to accounts that invest through PWM or the NB Investment Platform, it is possible that some of the strategies in which the clients invest (including proprietary strategies) will charge Performance Fees. NBIA does not charge Performance Fees with respect to its other Non-Discretionary Accounts, Wrap Program accounts, Unbundled Program accounts, Dual Contract Program accounts, NB Mutual Funds, NB Closed-End Funds or Third-Party Mutual Funds. In addition, some of NBIA’s portfolio managers are investment advisory personnel of one or more of NBIA’s affiliated investment advisers. See Item 10.C.3 for a list of such affiliates. In such capacity, it is possible that they will manage accounts for which the affiliated investment adviser receives Performance Fees. To the extent that NBIA and its portfolio managers manage accounts that charge only management fees as well as accounts that charge both management fees and Performance Fees, NBIA or its portfolio managers or salespersons have a conflict of interest in that an account with a Performance Fee will offer the potential for higher profitability when compared to an account with only a management fee. Performance Fee arrangements generally create an incentive for NBIA or its portfolio managers or salespersons to recommend investments that are riskier or more speculative than those that would be recommended under a different fee arrangement. Performance Fee arrangements also create an incentive to favor higher fee-paying accounts over other accounts in the devotion of time, resources and allocation of investment opportunities. While Performance Fee arrangements generally align the interests of NBIA and its portfolio managers with those of the clients, in situations where Performance Fees are paid when an investment is realized, a conflict exists because NBIA and its portfolio managers can effectively determine when they are paid. It is possible that, in order to receive the Performance Fee at a certain time, NBIA or its portfolio managers may realize an investment other than at maximum value. To manage those conflicts, NBIA has adopted a number of compliance policies and procedures. These policies and procedures include (i) the Neuberger Berman Code of Ethics (see Item 11), (ii) the NBIA Compliance Manual, (iii) trade allocation and aggregation policies that seek to ensure that investment opportunities are allocated fairly among clients and that accounts are managed in accordance with their investment mandate, and (iv) allocation review procedures reasonably designed to identify unfair or unequal treatment of accounts. NBIA does not consider fee structures in allocating investment opportunities. See also Item 11.D.6. please register to get more info

NBIA provides investment advisory and sub-advisory services to individuals and institutional clients, including registered investment companies, pension plans, trusts, charitable organizations, foundations, endowment funds, corporations, insurance companies, banks, other financial institutions, other business entities, unregistered investment vehicles, collateralized loan obligation vehicles, collateralized debt obligation vehicles and state and municipal entities and other governmental entities, as well as individuals. NBIA also serves as an investment adviser or sub-adviser to non-U.S.-domiciled clients, including non-U.S. investment companies not subject to the Investment Company Act. Set forth below are the minimum account requirements for NBIA’s accounts: InstitutionalAccounts—Generally,there is a minimum account size of $25 million for all Equity Institutional Accounts and $50 million for all Fixed Income Institutional Accounts, except for the following:
Equity
 Equity Income, Mid Cap Intrinsic Value, REIT, Small Cap Intrinsic Value, Sustainable Equity, China Equity, Large Cap Core, All Cap Core, All Cap Intrinsic Value and Global REIT mandates: $10 million  Multi-Cap Opportunities mandate: $50 million  Small Cap mandate: $100 million
FixedIncome
 Emerging Market Debt—Blend mandate: $150 million  U.S. High Yield, Short Duration High Yield, Senior Floating Rate Loans, Global High Yield, European High Yield, Crossover Credit, Opportunistic Fixed Income, Global Opportunistic Fixed Income, Opportunistic Credit, Global Bond Absolute Return, Emerging Market Debt – Asian Bond, Emerging Market Debt—Hard Currency, Emerging Market Debt—Local Currency, Emerging Market Debt—Corporate, and Emerging Market Debt—Short Duration mandates: $100 million  Municipal – Intermediate / Long Duration, Municipal – Cash / Short Duration, Diversified Currency, CLO Equity and Diversified Currency High Alpha mandates: $25 million The minimum account size for the Alternatives and Multi-Asset Class Institutional Accounts are as follows:  S&P 500 PutWrite (OTM), Global PutWrite (OTM), and Emerging Markets PutWrite (ATM), Russell 2000 Strangle, S&P 500 Strangle, and S&P 500 Iron Condor mandates: $10 million  S&P 500 PutWrite (ATM), U.S. PutWrite (ATM), and Global PutWrite (ATM) mandates: $25 million  Commodities, Multi-Asset Class Growth and Multi-Asset Class Income mandates: $50 million  Risk Parity, Long Short Equity, Multi-Asset Class Global Absolute Return, Multi-Asset Class Global Relative Return, Multi-Style Premia and Velocity mandates: $100 million NBIA also manages customized Institutional Accounts that are designed to meet the specific risk and return goals, liquidity restraints, factor sensitivity targets and other requirements of its clients. These Institutional Accounts generally have a minimum account size of $100 million.

NBIA can lower an account minimum at its discretion. NBIA can negotiate higher minimum account sizes for Multi-Asset Class Mandates.

PrivateWealthManagementAccounts— Generally, there is a minimum size of $1 million for Private Wealth Management Accounts, except for accounts on Schedule P01 which has a minimum size of $500,000. GPS Program accounts require a minimum $100,000 initial investment with an additional $5,000 minimum for subsequent investments. There is no minimum size for Private Wealth Management Accounts that invest through PWM. These minimums can be changed or waived for particular clients, including employees of NBIA or its affiliates. Private Funds— In general, investors in Private Funds must be (1)(a) “accredited investors” under Regulation D under the Securities Act, and (b) “qualified purchasers” under Section 2(a)(51)(A) of the Investment Company Act or “knowledgeable employees” under Rule 3c-5 of the Investment Company Act or (2) not “U.S. Persons” as defined under Regulation S of the Securities Act. For those funds that charge a Performance Fee, investors must be eligible to enter into a performance fee arrangement under the Advisers Act. The minimum investment required by an investor varies depending on the Private Fund and in each case is subject to waiver by NBIA or the Private Fund’s general partner, managing member or equivalent entity. Investors should review the Offering Memorandum for each applicable Private Fund for further information with respect to minimum requirements for investment. NB Registered Funds— NBIA serves as investment adviser and administrator to the NB Registered Funds, which are open-end and closed-end investment companies that are registered under the Investment Company Act. Certain of the NB Registered Funds will only be sold to insurance company separate accounts in connection with variable life insurance contracts and variable annuity certificates and contracts issued by unaffiliated insurance companies and other qualified plans, accounts, funds and investors. Certain of the NB Registered Funds, including the NB PE Closed-End Funds, will only be sold to investors that are both (a) “accredited investors” under Regulation D under the Securities Act, and (b) “qualified clients” as defined in Rule 205-3 under the Investment Advisers Act. The eligibility and minimum investment requirements for the NB Registered Funds are described in each NB Registered Fund’s Offering Documents. Sub‐AdvisedAccounts—Minimum account requirements for Sub-Advised Accounts are generally established by the intermediary investment adviser. WrapandRelatedProgramAccounts— The minimum account size will vary by Program, as set up by the Program Sponsor or designated broker for its Program Clients, but is typically $250,000 for fixed income accounts and $100,000 for equity accounts. In Dual Contract Programs, NBIA enters into a portfolio management agreement directly with each client. For such Client Accounts, the standard minimum account size is typically $1 million for equity strategies and $2 million for fixed income strategies, each subject to negotiation based on various factors, including NBIA’s relationship with the client’s designated broker. Non‐DiscretionaryandConsultingServices;NBInvestmentPlatform—Generally, the minimum account size for Non-Discretionary Accounts is consistent with the information described above for Separate Accounts. For certain Non-Discretionary Accounts account, size will be inapplicable. There is no minimum amount required in connection with Consulting Services. There is no minimum size for Platform Clients. please register to get more info

A. MethodsofAnalyses
InvestmentAnalysis NBIA’s investment teams employ distinct investment processes that incorporate various methods of securities analysis, including one or more of the following: charting, cyclical, fundamental, macroeconomic, environmental, social and corporate governance (“ESG”), statistical, technical, qualitative, and quantitative/investment modeling.  Charting analysis— involves the use of patterns in performance charts. NBIA uses this technique to search for patterns used to help predict favorable conditions for buying or selling a security.  Cyclical analysis— involves the analysis of business cycles to find favorable conditions for buying or selling a security.  Fundamental analysis— involves the analysis of financial statements, the general financial health of companies, or the analysis of management or competitive advantages.  Macroeconomic— involves reviewing the domestic or international economies as a whole, potentially including factors such as historical, present and estimated GDP, securities markets activity and valuations, and other economic data such as unemployment, labor force participation, productivity levels, geopolitical issues and domestic political issues.  ESG and impact analysis— involves the analysis of ESG and impact factors and their implications on valuation, risk and sustainable growth, with a view towards socially responsive investing.  Statistical analysis— involves the examination of data to draw conclusions or insights, and determine cause-and-effect patterns between events.  Technical analysis— involves the analysis of past market data, primarily price and volume.  Qualitative analysis— involves the subjective evaluation of non-quantifiable factors such as the quality of management, labor relations, and strength of research and development, factors not readily subject to measurement, in an attempt to predict changes to share price based on that data.  Quantitative analysis— uses computer, mathematical, or other types of models to capture and process data, including market data, industry information, and financial data for companies, in an attempt to forecast price activity or other market activity that is affected by that data. No method of securities analysis can guarantee a particular investment result or outcome and the use of investment tools cannot and does not guarantee investment performance. The methods of analysis utilized by NBIA involve the inherent risk that any valuations, pricing inefficiencies, or other opportunities identified will not materialize or have the anticipated impact on the price of a security. Prices of securities could rise, decline, underperform or outperform regardless of the method of analysis used to identify securities. Each method of analysis relies in varying degrees on information furnished from third-party and publically available sources. This presents the risk that methods of analysis will be compromised by inaccurate, incomplete, false, biased or misleading information. Security prices are impacted by various factors independent of the methodology used to select securities. For example, a security price can be influenced by the overall movement of the market, rather than any specific company or economic factors. In addition, certain methods of analysis, such as the use of quantitative/investment models, involve the use of mathematical models that are based upon various assumptions. It is possible that assumptions used for modeling purposes will prove incorrect, unreasonable or incomplete.

Proprietary research is a crucial element of NBIA’s investment process, and is generally a key component for its investment decisions. NBIA’s research discipline incorporates three broad steps: (1) understanding market expectations as they are priced, (2) developing its own outlook against which to evaluate market expectations, and (3) establishing a confidence level in its view that is supported by thorough fundamental analysis. For certain Private Funds and Separate Accounts, NBIA invests the assets of the Private Funds or Separate Accounts in Portfolio Funds or Third-Party Separate Accounts. In reviewing investment opportunities, NBIA conducts due diligence and research on the Third-Party Portfolio Managers, the Portfolio Funds and the Third-Party Separate Accounts to satisfy itself as to the suitability of the Third-Party Portfolio Manager and the terms and conditions of the Portfolio Funds and the Third-Party Separate Accounts. NBIA allocates and reallocates the Private Funds’ or Separate Accounts’ assets among Third-Party Portfolio Managers using its knowledge and experience to assess the capabilities of the Third-Party Portfolio Managers and to determine the optimal mix of investment sectors and styles given the economic and investment environment. With respect to the NB Investment Platform and PWM, the third-party strategies and investment vehicles that are available as investment options are selected by NBIA, generally based upon review and due diligence performed by NBIA, its affiliates and Third-Party SMA Provider. See also “PWMandtheNBInvestmentPlatform” in Item 8.B. SourcesofInformation In conducting its investment analysis, NBIA utilizes a broad spectrum of information, including:  annual reports, prospectuses and filings with the SEC or with non-U.S. regulators  charts, statistical material and analyses  contact with affiliated and outside analysts and consultants  discussions and meetings with company management and Third- Party Portfolio Managers  reviews of private corporate documents (including business plans, financial records and projections) and the Portfolio Funds’ legal documentation  discussions and meetings with NBIA or third party research analysts  discussions and meetings with industry contacts, including existing relationships and external contacts established through industry events and conferences  financial publications, and industry and trade journals  technology-based internet and data analytics  issuer press releases, presentations and interviews (in person or by telephone)  newspapers, magazines and websites  personal assessment of the financial consequences of world events derived from general information  rating services  research materials prepared by NBIA’s internal staff or third parties  timing services  such other material as is appropriate under the particular circumstances  inspections of issuer activities  reviews of the Portfolio Funds’ operations (e.g., the Portfolio Funds’ control environment, segregation of duties, trade settlement process, reporting, cash management, and disaster recovery plans) and the Portfolio Funds’ service providers  quantitative tools that assist in analyzing securities, including analysis of which securities are likely to financially benefit or suffer from changes in weather patterns, regulation or technology shifts

NBIA will also rely on the research and portfolio management of its affiliated investment advisers. See Item 10.C.3. In addition, for certain investment strategies, NBIA has developed or purchased quantitative- based tools and frameworks that it integrates directly into its investment management process. Those tools and frameworks are based on fundamental investment concepts and relationships that are consistent with NBIA’s philosophy. With respect to Private Funds, NBIA evaluates investments based on some of the information listed above and a variety of other factors as described in the Offering Memorandum for each Private Fund. Investments for each NB Registered Fund are identified and selected by NBIA, either directly or through a sub-adviser. NBIA evaluates investments based on some of the information listed above and a variety of other factors as described in the Offering Documents for each NB Registered Fund. For certain NB Registered Funds, investments are identified and selected by third-party sub- advisers that have been selected by NBIA. It is possible that the selected third-party sub-advisers will manage one or more sub-portfolios of the overall fund. The investment methods used by each sub-adviser are monitored by NBIA. For each Sub-Advised Account, NBIA identifies and selects investments in accordance with the investment objectives, policies and restrictions set forth in the applicable sub-advisory agreement. With respect to its Consulting Services as well as generally for certain investment strategies, NBIA utilizes the NBIA Software, which uses proprietary models and provides tools for the analysis of mortgage loan portfolios. The NBIA Software also provides projections of variations, losses, prepayments and cash flows and facilitates the development of scenarios that explore alternative outcome horizons. In researching potential investments for clients, NBIA will collect publicly available data from websites, purchase consumer transaction data from third-party vendors or otherwise obtain data from outside sources. Certain websites contain terms of service that prohibit collecting data from that site. Collecting data from a website that prohibits data collection could lead to civil liability to the owner of the site for copyright infringement or a similar legal theory of action (e.g., misappropriation) as well as possible criminal law actions. NBIA has adopted Data Collection Policies and Procedures that are designed to prevent NBIA from collecting data from a website in a manner that would expose NBIA to liability. Additionally, the data provided to NBIA by a vendor could include data that the vendor did not have the right to provide to NBIA or could be inconsistent with privacy laws. If NBIA were provided with such data, NBIA could face liability for its use of the data in its research. To mitigate this risk, NBIA has obtained representations from its data vendors that the vendor has the right to transmit the data being provided to NBIA and that NBIA’s receipt of such data does not violate any laws including privacy laws.
B. InvestmentStrategies
Below is a summary of NBIA’s investment strategies. Certain client portfolios include customized investment features that impact the specific investment strategy or strategies implemented for a particular client, including the allocation within a portfolio to equity or fixed income securities. As financial markets and products evolve, NBIA will invest in other securities or instruments, whether currently existing or developed in the future, when consistent with client guidelines, objectives and policies and applicable law. Subject to firm-wide policies on suitability and conflicts of interest and compliance with securities laws and regulations, the purchase and sale of securities and other financial instruments for Client Accounts is based upon the judgment of the individual portfolio manager or group supervising the particular account. Certain material risks associated with these strategies are set forth in Item 8.C. This is a summary only. Clients should not rely solely on the descriptions provided below. The principal investment strategy for each Private Fund is more particularly described in the Private Fund’s Offering Memorandum and the principal investment strategy for each NB Registered Fund, Non-U.S. Registered Fund and Third-Party Mutual Fund is more particularly described in the fund’s Offering Documents. Prospective investors should carefully read the applicable Offering Memorandum or Offering Document and consult with their own counsel and advisers as to all matters concerning an investment in any fund.
FixedIncomeStrategies
NBIA offers advice on a wide range of fixed income securities and other financial instruments including:

 Corporate debt securities  Preferred securities  Asset-backed securities, including mortgage-backed securities  Loan assets, including distressed debt  Rule 144A securities  Convertible bonds  Commercial paper  Certificates of deposit  Money market instruments  Municipal securities  U.S. government securities  Securities of non-U.S. issuers (including ADRs, EDRs and GDRs)  Sovereign, quasi-sovereign and sub- sovereign securities  Supranational securities  Warrants  GDP performance linked securities (also known as GDP warrants)  Put and call options  Swaptions  Inflation-linked securities  ETFs  Securities traded over-the-counter  Futures contracts on tangibles and intangibles and options thereon  Credit-linked notes (“CLNs”)  Listed and over-the-counter derivatives, including credit default swaps, interest rate swaps, currency swaps, total return swaps, commodity swaps, forward contracts and other synthetic exposure instruments  Option contracts on securities, futures and commodities futures  Collateralized loan obligations (“CLOs”) and collateralized debt obligations (“CDOs”)  Residential mortgage loans  Trade claims  Real estate investment trusts (“REITs”)  Exchange listed and over the counter equity securities of U.S. and Non-U.S. issuers  Currencies  Forward currency contracts-both deliverable and non-deliverable (“NDFs”)  Investments in registered and unregistered investment companies  Vendor financing  Short Sales  Contracts for differences  Sukuk (Islamic bonds)  Other alternative investments NBIA fixed income strategies could also hold cash and cash equivalents. Some of NBIA’s investments are denominated in currencies other than the U.S. dollar. Those assets include those that are issued by sovereign entities and corporations. NBIA will, for some Client Accounts, use investments in derivative instruments for hedging and non-hedging purposes. Derivative investments will only be entered into in accordance with a client’s investment guidelines and applicable laws. NBIA provides investment management services based on a variety of fixed income strategies. Each has a specialty investment team devoted to it. Client Accounts are managed within these strategies and, when the client’s portfolio can benefit by including additional resources in seeking to meet its investment objectives and the client agrees, across strategies. The investment teams work closely together to manage strategies that overlap different products. NBIA generally manages Client Accounts against published bond and loan market benchmarks as well as custom bond and loan market benchmarks in strategies designed to achieve unique objectives. Within each strategy, NBIA incorporates differing levels of risk management to meet client-specific needs. The strategies include:  InvestmentGradeStrategies: NBIA manages fixed income strategies that focus primarily on a universe of investment grade issuers. NBIA’s investment grade fixed income strategies span a variety of categories, including broad market, opportunistic, long duration, specialty, short duration and cash. Certain strategies include exposure to non-investment grade issues and other investments. The following are some of NBIA’s significant investment grade fixed income strategies: Broad Market  Core Bond  European Fixed Income  Core Plus  Global Fixed Income  Enhanced Bond Index  Passive Bond Index

Opportunistic  Opportunistic Fixed Income  Global Opportunistic Fixed Income  Opportunistic Credit Fixed Income  Global Bond Absolute Return

Long Duration  Liability Driven Investing  Long Credit  Long Government Credit Short Duration and Cash  Enhanced Cash  Short Duration  Tax-Advantaged Cash Management

Specialty  TIPS  Investment Grade Credit  Crossover Credit  Diversified Currency  Mortgage Constrained  Mortgage Unconstrained  Global Credit Fixed Income  Index/ETF Options  Corporate Hybrids  Financial Hybrids  Municipal Strategies: NBIA manages municipal fixed income strategies that focus primarily on tax-exempt municipal securities, both state specific and general market. The credit quality and duration of the strategies vary. The following are some of NBIA’s significant municipal fixed income strategies:  Municipal Extended Core  Municipal Core  Municipal Short Core  Municipal Short Duration  High Yield Municipals  Municipal Ultra Short Duration  Municipal Enhanced Cash  Municipal Cash Management  Tax-Advantaged Cash Management  Non–Investment Grade Credit Strategies: NBIA manages a variety of strategies that focus primarily on non-investment grade issuers, including high yield, floating rate loan and distressed debt strategies. The high yield strategies include both U.S. and Global strategies as well as strategies with a specific credit quality or duration bias. The floating rate loan strategy is utilized in various Client Accounts, including structured vehicles (e.g., CLOs). NBIA’s distressed debt strategies include duration biased, opportunistic stressed, distressed and special situation investments in credit-related products. It is also possible that distressed debt strategies will invest with the intention of taking a control position in a company or as a non-control participant. The following are some of NBIA’s significant non-investment grade fixed income strategies:  High Yield o U.S. High Yield o Short Duration High Yield o European High Yield o Quality Bias High Yield o Global High Yield  Distressed Debt (Special Situations)  Floating Rate Loans

 EmergingMarketDebtStrategies: NBIA manages fixed income strategies that focus on emerging market debt, including hard currency, local currency, short duration and corporate debt strategies. The denomination of the strategies vary and some strategies are permitted to invest in derivative instruments. NBIA also manages emerging market debt strategies that combine the portfolio management team’s highest conviction investment ideas amongst the four individual emerging market debt strategies (hard currency, local currency, short duration and corporate debt) and such strategies often include a tactical asset overlay. NBIA’s emerging market debt strategies include strategies that focus on regional sub-sets (e.g., Asian currency, China bonds, etc.).  Residential Mortgage Loan Strategy: Through structured vehicles and separately managed accounts, NBIA provides exposure to the residential loan market. This strategy primarily focuses on products related to mortgage lending, residential, commercial, multi- family residential rental, mixed residential/commercial and investment mortgage loans, open and closed end home equity lines of credit and loans secured by real property or land (“MortgageLoans”), real property, mortgage-backed and other asset-backed securities, mortgage loan servicing rights, excess servicing spread, servicer advances, equity interests in related operating companies, and various types of interests therein or synthetic exposure thereto or other mortgage or real estate investments. Inherent in the purchase of Mortgage Loans are real estate that must be held for resale or leased for a period of time. This strategy involves the retention and supervision of mortgage loan servicers who work with borrowers on an individual level to achieve favorable loan outcomes and often entail leverage.
EquityStrategies
NBIA’s equity strategies are managed by teams comprised of experienced portfolio managers and investment analysts that are supported by the firm’s Global Equity Research Department.

NBIA offers advice on a wide range of equity securities including:

 common stocks  preferred stocks  securities convertible into stocks  REITs  mutual funds and other investment companies  ETFs  participation/participatory notes (P- notes)  options  Private Investments  depositary receipts NBIA equity strategies could also hold cash and cash equivalents.

Some of NBIA’s investments are denominated in currencies other than the U.S. dollar. NBIA will, for some Client Accounts, use investments in derivative instruments for hedging and non-hedging purposes. Derivative investments will only be entered into in accordance with a client’s investment guidelines and applicable laws. NBIA manages a wide variety of traditional and non-traditional equity strategies:

 TraditionalEquityStrategies: NBIA manages traditional equity investment approaches that are defined by or based upon a variety of factors including investment styles, market capitalization, geography or some combination thereof. Equity investment styles include growth, a style that focuses on growth companies, value, a style that focuses on undervalued companies, core/blend, a style that is a combination of growth and value, as well as neutral style, which does not have a specific style approach. Market capitalization factors include a focus on issuers with large market capitalization (“large-cap”), mid-size market capitalization (“mid-cap”) or small market capitalization (“small-cap”), a combination thereof or all market capitalization range focus, or a market capitalization neutral approach. Geographic focus include a global or multi-national approach, a specific geographic region or county focus, or approaches that are geographically neutral. Some traditional equity strategies are diversified in terms of the number of holdings while others are more concentrated and include a smaller number of holdings. The following are some of NBIA’s significant traditional equity strategies:  Large Cap Disciplined Growth  Mid Cap Growth  Small Cap Growth  Core Equity  Flexible All Cap Equity  Multi-Cap Opportunities  All Cap Intrinsic Value  Large Cap Value  Large Cap Core  Mid Cap Intrinsic Value  All Cap Core  Small Cap Value  Small Cap Intrinsic Value  Small / Mid Cap Intrinsic Value  Global Equity  Emerging Markets Equity  International Equity  International Select  International Small Cap  Greater China Equity

 Non‐Traditional Equity Strategies: NBIA manages non-traditional equity investment strategies that are specialized or not defined by or focused on a specific investment style, market capitalization, geography or some combination thereof. That includes equity strategies that are defined or focused on (i) specific market sectors, such as energy, master limited partnerships, infrastructure, or real estate investment trusts, (ii) specific objectives, such as equity income, or (iii) unique approaches such as strategies that are based upon quantitative investment tools, strategies that incorporate socially responsible investing principles or strategies that are based primary on the ratings of the firm’s Global Equity Research Department. Some non-traditional equity strategies are diversified in terms of the number of holdings while others are more concentrated and include a smaller number of holdings. The following are some of NBIA’s significant non-traditional equity strategies:  MLPs  Energy  Infrastructure  Real Estate Securities  Global Real Estate Securities  Equity Income  Autonomous Vehicles

 Sustainable Equity  Systematic Large Cap Value  Systematic Global Equity  Systematic Emerging Markets Equity  Risk Balanced Global Equity  Research Opportunity  Dividend Growth
AlternativeStrategies
NBIA also offers alternative strategies that are managed by teams that specialize in alternative investing. Those strategies invest in a wide variety of equity, fixed income, and other instruments and many incorporate NBIA’s elements of equity and fixed income strategies or leverage the research from these strategies. These strategies involve long-only investing or a combination of long and short investment, which often involves the use of derivatives and leverage. The following are some of NBIA’s significant alternative strategies:  Absolute Return Multi-Manager  Uncorrelated Multi-Manager  Alpha Capture  Diversified Arbitrage  Distressed Credit  Principal Strategies  Specialty Finance  Customized Portfolios across the above-mentioned strategies  Equity Long/Short  Credit Long/Short  All-Cap Alpha  Commodities  Options  Hedged Option Premium  Global Equity Long/Short  Global Credit Long/Short  Greater China Long/Short  Private Equity

Multi‐AssetClassMandates

NBIA also manages Multi-Asset Class Mandates that combine certain of the fixed income and equity strategies described above and also utilizes certain strategies of NBIA-affiliated investment advisers. The Multi-Asset Class Mandates include investment processes that incorporate quantitative–based investing principles and quantitative–based strategic and tactical asset allocations models. The following are some of NBIA’s significant Multi-Asset Class Mandates:
PWMandtheNBInvestmentPlatform

The investment strategies that are available through PWM and the NB Investment Platform are limited to proprietary strategies and non-proprietary strategies approved by the third-party separate account program provider (“Third‐PartySMAProvider”), and further narrowed by the Neuberger Berman Investment Strategy Group (“ISG”). ISG screens the list of strategies that are on Third-Party SMA Provider’s approved lists to determine which subset of strategies are appropriate to include. ISG adheres to a framework developed by ISG that defines how third-party strategies are complementary to those offered directly by NBIA and its affiliates. Complementary strategies are generally defined as strategies where there are meaningful differences in style, investment approach, or underlying securities/exposures (e.g., ADRs, currencies, region, etc.) from those strategies offered directly by NBIA and its affiliates. Other sources of differentiation include passive strategies or those with a fully-integrated or focused ESG/SRI process. The available strategies and the use of proprietary strategies and non-proprietary strategies through PWM and the NB Investment Platform could vary from one another and from the other investment platforms of NBIA or its affiliates. Where a client that invests through PWM or the NB Investment Platform maintains a relationship with a third-party intermediary, this could limit the strategies in which their Client Accounts can be invested, including limiting the strategies to only those managed by NBIA or excluding Non-Proprietary Separate Accounts.  Multi-Asset Class  Global Tactical Asset Allocation  Risk Parity  Multi-Asset Income  Inflation Managed  Multi-Asset Growth
C. MaterialRisks
Investmentsinsecuritiesandotherfinancialinstrumentsinvolveriskoflossthatinvestors mustbepreparedtobear. The following is a summary of the principal risks associated with the investment strategies employed by NBIA, as discussed in Item 8.B. This is a summary only and not every strategy will invest in each type of security or other asset discussed below nor will all accounts be subject to all the risks below. Each client should review the investment strategy associated with its particular account and should contact its client representative for more information about the strategies and risks present in the account. Private Fund investors should review the applicable Offering Memorandum and other offering documents for further information relating to the strategies and risks associated with the particular fund. Investors in NB Registered Funds, Non-U.S. Registered Funds and Third-Party Mutual Funds should also look to the applicable fund’s Offering Documents and other fund offering documentation for further information on the risks associated with the particular fund. Program Clients and Dual Contract Clients should also review the Program Sponsors’ regulatory filings, including their firm and wrap fee brochures.
GeneralRisksAcrossAllStrategies
The following is a summary of material risks that apply to NBIA’s various investment strategies. Please note that certain risks, other than RiskofLoss, do not apply to all NBIA strategies or apply to a material degree. RiskofLoss.Clients should understand that all investment strategies and the investments made pursuant to such strategies involve risk of loss, including the potential loss of the entire investment in the Client Accounts, which clients should be prepared to bear. The investment performance and the success of any investment strategy or particular investment can never be predicted or guaranteed, and the value of a client’s investments will fluctuate due to market conditions and other factors. The investment decisions made and the actions taken for Client Accounts will be subject to various market, liquidity, currency, economic, political and other risks, and will not necessarily be profitable and it is possible that they will lose value. Past performance of Client Accounts is not indicative of future performance.

The risks listed below are listed in alphabetical order and not in order of importance. In addition to the risks listed here, there are additional material risks associated with the types of products in which a Client Account invests. Clients should refer to the prospectus or other applicable offering documents of those particular products for a discussion of applicable risk factors for that particular investment.  AbsenceofRegulatoryOversightforPrivateFunds. It is possible that the Private Funds, the Portfolio Funds in which the Private Funds invest and the Underlying Funds in which the NB PE Closed-End Funds invest are not registered as investment companies under the Investment Company Act. To the extent they are not registered, investors in such funds will not have the benefit of the protection afforded by the Investment Company Act to investors in registered investment companies (which, among other protections, require investment companies to have a majority of disinterested directors, require securities held in custody at all times to be individually segregated from the securities of any other person and marked to clearly identify such securities as the property of such investment company, and regulate the relationship between the adviser and the investment company).
 Asset Allocation Risk. The asset classes in which a Client Account seeks investment exposure can perform differently from each other at any given time (as well as over the long term), so a Client Account will be affected by its allocation among equity securities, debt securities and cash equivalent securities. If a Client Account favors exposure to an asset class during a period when that asset class underperforms other asset classes, performance will likely suffer.  BankruptcyofaCustodianorBroker. Assets of a Client Account held by a custodian or broker can be held in the name of the custodian or broker in a securities depository, clearing agency or omnibus customer account of such custodian or broker. To the extent that assets are held in the United States by a custodian in a segregated account or by a broker in a customer account, such assets could be entitled to certain protections from the claims of creditors of the custodian or broker. However, a Client Account with assets held in a segregated account by a custodian could experience delays and expense in receiving a distribution of such assets in the case of a bankruptcy, receivership or other insolvency proceeding of such custodian. Assets held by brokers in a customer account are entitled to certain protections from the claims of creditors of the broker but many do not have the same level of protection applicable to segregated accounts held by a non-broker custodian and thus it is possible that they would not be sufficient to satisfy the full amount of customer claims. Assets held by non-U.S. brokers or custodians are often not subject to the same regulations regarding the segregation of customer assets from the assets of the broker or custodian, or from assets held on behalf of other customers of the broker or custodian, and accordingly it is possible that assets held by a non-U.S. broker or custodian will not be protected from the claims of creditors of the broker or custodian to the same extent as assets held by a U.S. broker or custodian.  CapitalContributions.An investor’s full commitment in an NB PE Closed-End Fund or a Private Fund that utilizes investor capital calls will not be immediately invested. It is possible that it will take a significant amount of time to fully draw down the commitments. For example, an NB PE Closed-End Fund could invest directly and indirectly in Underlying Funds, which could draw down commitments over time. An NB PE Closed-End Fund’s performance will be calculated taking into account only the commitments that have been drawn-down; thus an investor’s performance that takes into account the investor’s total commitment (including any undrawn amount) could be lower than the performance of the NB PE Closed-End Fund.
 Commodity Risk. A Client Account with investments in physical commodity-linked derivative instruments is generally subject to greater volatility than an account with investments in traditional securities. The value of physical commodity-linked derivative instruments are often affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. To the extent that a Client Account is concentrated in assets in a particular sector of the commodities market (such as oil, metal or agricultural products), it will likely be more susceptible to risks associated with those sectors.  ComplexTaxStructuresofPrivateFunds. Private Funds and Portfolio Funds involve complex tax structures and there are often delays in distributing important tax information to its investors.
 ConcentrationRisk. A strategy that concentrates its investments in a particular sector of the market (such as the utilities or financial services sectors) or a specific geographic area (such as a country or state) could affected by events that adversely affect that sector or area, and the value of a Client Account using such a strategy would likely fluctuate more than that of a less concentrated Client Account.  ControlSituations. From time to time with respect to distressed debt investments, subject to applicable investment guidelines, NBIA on behalf of a Client Account will take control positions in an issuer in an effort to maximize value. Not only can control investments take an inordinately long period to exit, but they also can be highly resource-intensive and contentious. NBIA and the Client Account are particularly vulnerable to being named as defendants in litigation relating to their actions while in control of an issuer and, from time to time, could come into possession of material non-public information concerning specific issuers. If the issuer is a public company, until such material non-public information is made public, it is possible that NBIA will be prohibited from trading the issuer’s security for Client Accounts under applicable securities laws. Internal structures are in place to prevent misuse of such information. See Item 11.D.1.  Counterparty Risk. To the extent that a Client Account enters into transactions on a principal-to-principal basis, the Client Account is subject to a range of counterparty risks, including the credit risk of its counterparty (i.e., counterparty default), the risk of the counterparty delaying the return of or losing collateral relating to the transaction, or the bankruptcy of the counterparty.  CurrencyRisk.Currency fluctuations could negatively impact investment gains or add to investment losses. The value of Client Accounts invested in currencies will rise and fall due to exchange rate fluctuations in respect of the relevant currencies. Adverse movements in currency exchange rates can result in a decrease in return and a loss of capital. The investments could be hedged utilizing foreign currency forwards, foreign currency swaps, foreign currency futures, options on foreign currency and other currency related instruments. However, currency hedging transactions, while potentially reducing the currency risks to which a Client Account would otherwise be exposed, involve certain other risks, including the risk of a default by a counterparty. Where a Client Account engages in foreign exchange transactions which alter the currency exposure characteristics of its investments, the performance of such Client Account will likely be strongly influenced by movements in exchange rates as it is possible that currency positions held by the Client Account will not correspond with the securities positions held. Where a Client Account enters into “cross hedging” transactions (e.g., utilizing currency different than the currency in which the security being hedged is denominated), the Client Account will be exposed to the risk that changes in the value of the currency used to hedge do not correlate with changes in the value of the currency in which the securities are denominated, which could result in losses in both the hedging transaction and the Client Account securities.  DependenceonNBIA. The performance of a Client Account depends on the skill of NBIA and its portfolio manager(s) in making appropriate investment decisions. Any Client Account’s success depends upon NBIA’s ability to develop and implement investment strategies and to apply investment techniques and risk analyses that achieve the client’s investment objectives (and with respect to PWM and the NB Investment Platform, NBIA’s ability to allocate, or recommend the allocation of, client’s assets among various strategies). Subjective decisions made by NBIA could cause the account to incur losses or to miss profit opportunities on which it would otherwise have capitalized. The use of a single advisor applying generally similar trading programs could mean a lack of diversification and consequently, higher risk. Similarly, with respect to PWM and the NB Investment Platform, the use of proprietary strategies or certain proprietary strategies as the primary investment option could mean a lack of diversification and consequently, higher risk.  Derivatives Risk. Derivatives are financial contracts whose value depend on, or are derived from, the value of an underlying asset, reference or index. In implementing certain of its investment strategies, NBIA could use derivatives, such as futures, options on futures, forward contracts and swaps, as part of a strategy designed to reduce exposure to other risks or to take a position in an underlying asset. Derivatives involve risks different from, or greater than, those associated with more traditional investments. Derivatives can be highly complex, can create investment leverage and are often highly volatile, which could result in the strategy losing more than the amount it invests. Derivatives are also often difficult to value and highly illiquid, and it is possible that NBIA will not be able to close out or sell a derivative position at a particular time or at an anticipated price. NBIA is not required to engage in derivative transactions, even when doing so would be beneficial to the Client Account. Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd‐ Frank Act”) provided for a sweeping overhaul of the regulation of privately negotiated derivatives. The U.S. Commodity Futures Trading Commission (“CFTC”) has been granted broad regulatory authority over “swaps,” which term has been defined in the Dodd-Frank Act and related CFTC rules to include certain derivatives. Title VII could affect a Client Account’s ability to enter into certain derivative transactions, increase the costs of entering into such transactions, or result in Client Accounts entering into such transactions on less favorable terms than prior to the effectiveness of the Dodd-Frank Act. In addition, to the extent that NBIA takes advantage of opportunities with respect to derivative instruments that are not currently contemplated or available for use, but are subsequently developed, to the extent such opportunities are both consistent with the Client Account’s investment objectives and guidelines and legally permissible. Special risks will likely apply to such instruments that cannot be determined until such instruments are developed or invested in by the Client Account. DerivativeCounterpartyRisk. Derivatives are subject to counterparty risk, which is the risk that the other party to the derivative contract will fail to make required payments or otherwise to comply with the terms of the contract. This risk is generally regarded as greater in privately negotiated, over the counter (“OTC”) transactions, in which the counterparty is a single bank or broker-dealer, than in cleared transaction, in which the counterparty is a clearing organization comprised of many bank and broker-dealer members, but some level of counterparty risk exists in all derivative transactions. If a counterparty becomes bankrupt or otherwise fails to perform its obligations under a derivative contract due to financial difficulties, the Client Account could lose any gains that have accrued to it in the transaction and could miss investment opportunities or be required to hold investments it would prefer to sell, resulting in losses for the Client Account. If the counterparty defaults, a Client Account will have contractual remedies, but there can be no assurance that the counterparty will be able to meet its contractual obligations or that the Client Account will be able to enforce its rights. For example, the Client Account could be delayed or limited in enforcing its rights against any margin or collateral posted by the counterparty, which would likely result in the value of that collateral becoming insufficient. Also, because OTC derivatives transactions are individually negotiated with a specific counterparty, a Client Account is subject to the risk that a counterparty will interpret contractual terms (e.g., the amount payable to or by the Client Account upon a default or other early termination) in a manner adverse to the Client Account. The cost and unpredictability of the legal proceedings required to enforce a Client Account’s contractual rights could lead the Client Account to decide not to pursue its claims against the counterparty. Counterparty risk are often greater for derivatives with longer maturities where events could intervene that prevent required payments from being made. Counterparty risk also are also often greater when a Client Account has concentrated its derivatives with a single or small group of counterparties. To the extent a Client Account has significant exposure to a single counterparty, this risk could be particularly pronounced for the Client Account. The Client Account, therefore, assumes the risk that it will be unable to obtain payments that NBIA believes are owed under an OTC derivatives contract or that those payments will be delayed or made only after the Client Account has incurred the costs of litigation. In addition, counterparty risk is pronounced during unusually adverse market conditions and is particularly acute in environments in which financial services firms are exposed to systemic risks. It is possible that a Client Account will obtain only a limited recovery or obtain no recovery upon a counterparty default. BankruptcyofaClearingOrganizationorClearingMember. A party to a cleared derivatives transaction is subject to the credit risk of the clearing organization that becomes the counterparty to the transaction and that of the clearing member through which it holds its cleared position, rather than the credit risk of its original counterparty to the derivatives transaction. Credit risk of market participants with respect to derivatives that are centrally cleared is concentrated in a few clearing organizations. It is not clear how an insolvency proceeding of a clearing organization would be conducted or what impact an insolvency of a clearing organization would have on the financial system. A clearing member is obligated by contract and by applicable regulation to segregate all funds received from customers with respect to cleared derivatives positions from the clearing member’s proprietary assets. However, all funds and other property received by a clearing member from its customers with respect to cleared derivatives are generally held by the clearing member on a commingled basis in an omnibus account, and the clearing member can invest those funds in instruments permitted under the applicable regulations. Therefore, a Client Account might not be fully protected in the event of the bankruptcy of a Client Account’s clearing member because the Client Account would be limited to recovering only a pro rata share of the funds held in the omnibus account for the relevant account class.
Risk of Failure of a Clearing Broker to Comply with Margin Requirements. The clearing member is required to transfer to the clearing organization the amount of margin required by the clearing organization for the cleared derivatives. Such amounts are generally held in an omnibus account at the clearing organization for all customers of the clearing member. Regulations promulgated by the CFTC require that the clearing member notify the clearing organization of the portion of the aggregate initial margin provided by the clearing member to the clearing organization that is attributable to each customer. However, if the clearing member does not accurately report a Client Account’s initial margin, the Client Account would be subject to the risk that the clearing organization will use Client Account’s assets held in an omnibus account at the clearing organization to satisfy payment obligations of a defaulting customer of the clearing member to the clearing organization. In addition, clearing members generally provide the clearing organization the net amount of variation margin required for cleared swaps for all of its customers in the aggregate, rather than individually for each customer. The Client Accounts are therefore subject to the risk that a clearing organization will not make variation margin payments owed to them if another customer of the clearing member has suffered a loss or is in default, and the risk that Client Accounts will be required to provide additional variation margin to the clearing organization before the clearing organization will move the Client Account’s cleared derivatives positions to another clearing member. In addition, if a clearing member does not comply with the applicable regulations or its agreement with the Client Accounts, or in the event of fraud or misappropriation of customer assets by a clearing member, Client Accounts could have only an unsecured creditor claim in an insolvency of the clearing member with respect to the margin held by the clearing member. Client Accounts also would have only an unsecured claim for the return of any margin held by the clearing member that is in excess of the amounts owed to the Client Accounts on their derivative contracts cleared through that clearing member. Daily Trading Limits Imposed by the Exchanges and Position Limits. The CFTC and U.S. commodities exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day by regulations referred to as “daily price fluctuation limits” or “daily trading limits.” Once the daily trading limit has been reached in a particular futures contract, no trades will be made that day at a price beyond that limit or trading could be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially disguising substantial losses the client could ultimately incur. A Client Account’s investment performance depends upon how its assets are allocated and reallocated, and a client could lose money on its investment as a result of these allocation decisions and related constraints. The CFTC and the exchanges on which commodity interests (futures, options on futures and swaps) are traded impose limitations governing the maximum number of positions on the same side of the market and involving the same underlying instrument that are held by a single investor or group of related investors, whether acting alone or in concert with others (regardless of whether such contracts are held on the same or different exchanges or held or written in one or more accounts or through one or more brokers). NBIA currently trades for multiple accounts and funds, and therefore the commodity interest positions of all such accounts and funds will generally be required to be aggregated for purposes of determining compliance with position limits, position reporting and position “accountability” rules imposed by the CFTC or the various exchanges. Swaps positions in physical commodity swaps that are “economically equivalent” to futures and options on futures held by a Client Account and these other funds and accounts could also be included in determining compliance with federal position rules, and the exchanges could impose their own rules covering these and other types of swaps. These trading and position limits, and any aggregation requirement, could materially limit the commodity interest positions NBIA takes for a Client Account and could cause NBIA to close out a Client Account’s positions earlier than it might otherwise choose to do so. AdditionalRiskFactorsinClearedDerivativesTransactions. Transactions in some types of swaps (including certain interest rate swaps and credit default swaps on North American and European indices) are required to be centrally cleared. In a transaction involving those swaps, a Client Account’s counterparty is a clearing organization, rather than a bank or broker. Since the Client Accounts are not members of clearing organizations and only members of a clearing organization can participate directly in the clearing organization, the Client Accounts will hold cleared derivatives through accounts at clearing members. In cleared derivatives positions, the Client Accounts will make payments (including margin payments) to and receive payments from a clearing organization through their accounts at clearing members. Clearing members guarantee performance of their clients’ obligations to the clearing organization. In many ways, cleared derivative arrangements are less favorable to Client Accounts than bilateral arrangements. For example, the Client Accounts could be required to provide more margin for cleared derivatives positions than for bilateral derivatives positions. On the other hand, given the longer time horizon to be covered, lesser opportunities for netting, and likely less standardization of the instruments involved, margin on bilateral positions are often greater. Also, in contrast to a bilateral derivatives position, following a period of notice to a Client Account, a clearing member generally can require termination of an existing cleared derivatives position at any time or an increase in margin requirements above the margin that the clearing member required at the beginning of a transaction. Clearing organizations also have broad rights to increase margin requirements for existing positions or to terminate those positions at any time. Any increase in margin requirements or termination of existing cleared derivatives positions by the clearing member or the clearing organization could interfere with the ability of a Client Account to pursue its investment strategy. Further, any increase in margin requirements by a clearing member could expose a Client Account to greater credit risk to its clearing member because margin for cleared derivatives positions in excess of a clearing organization’s margin requirements typically is held by the clearing member. A Client Account is subject to risk if it enters into a derivatives transaction that is required to be cleared (or that NBIA expects to be cleared), and no clearing member is willing or able to submit the transaction for clearing on the Client Account’s behalf. While the documentation in place between the Client Accounts and their clearing members generally provides that the clearing members will submit for clearing all cleared derivatives transactions that are within specified credit limits for each Client Account, the Client Accounts are still subject to the risk that no clearing member will be willing or able to submit a transaction for clearing. In those cases, the position would be terminated, and the Client Account could lose some or all of the benefit of the position, including loss of an increase in the value of the position or loss of hedging protection. The documentation governing the relationship between the Client Accounts and clearing members is drafted by the clearing members and generally is less favorable to the Client Accounts than typical bilateral derivatives documentation. For example, documentation relating to cleared derivatives generally includes a one-way indemnity by the Client Accounts in favor of the clearing member for losses the clearing member incurs as the Client Accounts’ clearing member and typically does not provide the Client Accounts any remedies if the clearing member defaults or becomes insolvent. While futures contracts entail similar risks, the risks likely are more pronounced for cleared swaps due to their more limited liquidity and market history.  DiversificationRisk. It is possible that Client Accounts will not be diversified across a wide range of asset classes or issuers which could increasethe risk of loss and volatility than would be the case if the Client Account were diversified across asset classes or issuers because the value of holdings would be more susceptible to adverse eventsaffecting that asset classes or issuers.  EnergyRisk. Investments in energy are inherently subject to numerous risks arising from their operations, which could have an adverse effect on Client Accounts. The risks include: (i) the risk that technology employed in an energy project will not be effective or efficient; (ii) risks of equipment failures, fuel interruptions, loss of sale and supply contracts or fuel contracts, decreases or escalations in power contract or fuel contract prices, reduced availability of natural gas or other commodities for transporting, processing or delivering, slowdowns in new construction, bankruptcy of key customers or suppliers, tort liability in excess of insurance coverage, inability to obtain desirable amounts of insurance at economic rates, and natural disasters, extreme weather, labor difficulties, threats or acts of terrorism, wars, embargoes and other catastrophic events; (iii) risks that regulations affecting the energy industry will change in a manner detrimental to the industry; (iv) environmental liability risks related to energy properties and projects; (v) uncertainty about the extent, quality and availability of oil, gas and coal reserves; (vi) the risk of changes in values of companies in the energy sector whose operations are affected by changes in prices and supplies of energy fuels (prices and supplies of energy fuels can fluctuate significantly over a short period of time due to changes in international politics, energy conservation, the success of explorations projects, the tax and other regulatory policies of various governments and the economic growth of countries that are large consumers of energy, as well as other factors).
 ESGandImpactInvestingRisk.NBIA frequently considers ESG and impact factors when managing Client Accounts. A Client Account could underperform similar accounts that do not take into account ESG and impact factors. Specifically, the use of ESG and impact factors could result in selling or avoiding stocks that subsequently perform well or purchasing stocks that subsequently underperform. NBIA frequently takes ESG and impact factors into account when voting proxies, which is not always consistent with maximizing performance of the issuer or the Client Account.  ETFRisks. Investing in an ETF exposes a Client Account to all of the risks of that ETF’s investments and subjects it to a prorata portion of the ETF’s fees and expenses. As a result, the cost of investing in ETF shares generally exceeds the costs of investing directly in its underlying investments. ETF shares trade on an exchange at a market price which varies from the ETF’s net asset value. ETFs are often purchased at prices that exceed the net asset value of their underlying investments and are often sold at prices below such net asset value. Because the market price of ETF shares depends on the demand in the market for them, the market price of an ETF can be more volatile than the underlying portfolio of securities the ETF is designed to track, and it is possible that a Client Account will not be able to liquidate ETF holdings at the time and price desired, which could impact its performance.  FailuretoMakeCapitalContributions. With respect to Underlying Funds and Private Funds that utilize investor capital calls, the consequences of defaulting on a capital call notice generally are material and adverse to the defaulting investor. In addition, if an investor fails to make a capital contribution when due and the capital contributions made by non-defaulting investors and short-term borrowings by the Underlying Fund or the Private Fund are inadequate to cover the defaulted capital contribution, it is possible that the Underlying Fund or the Private Fund itself would be unable to pay its obligations when due. As a result, Underlying Funds and Private Funds would be subjected to significant penalties that could materially adversely affect the returns to the non-defaulting investors.
 ForwardContracts. If Client Account’s investment guidelines permit, NBIA could enter into forward contracts and options thereon which are not traded on exchanges and are generally not regulated on behalf of such account. There are no limitations on daily price moves of forward contracts. Banks and other dealers with which a Client Account often maintain accounts normally require the Client Account to deposit margin with respect to such trading. The counterparties are not required to continue to make markets in such contracts and these contracts can experience periods of illiquidity, sometimes of significant duration. There have been periods during which certain counterparties have refused to continue to quote prices for forward contracts or have quoted prices with an unusually wide spread (the price at which the counterparty is prepared to buy and that at which it is prepared to sell). Arrangements to trade forward contracts can be made with only one or a few counterparties, and liquidity problems therefore might be greater than if such arrangements were made with numerous counterparties. The imposition of credit controls by governmental authorities might limit such forward trading to less than that which NBIA would otherwise recommend, to the possible detriment of a Client Account. Market illiquidity or disruption could result in major losses to a Client Account. In addition, a Client Account could be exposed to credit risks with regard to counterparties with which it trades as well as risks relating to settlement default. Such risks could result in substantial losses to a Client Account.  Fraudulent Conveyance Considerations. Various laws enacted for the protection of creditors apply to certain investments that are debt obligations, although the existence and applicability of such laws will vary from jurisdiction to jurisdiction. For example, if a court were to find that the borrower did not receive fair consideration or reasonably equivalent value for incurring indebtedness evidenced by an investment and the grant of any security interest or other lien securing such investment, and, after giving effect to such indebtedness, the borrower (i) was insolvent, (ii) was engaged in a business for which the assets remaining in such borrower constituted unreasonably small capital or (iii) intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature, such court could invalidate such indebtedness and such security interest or other lien as a fraudulent conveyance, subordinate such indebtedness to existing or future creditors of the borrower or recover amounts previously paid by the borrower (including to a Client Account) in satisfaction of such indebtedness or proceeds of such security interest or other lien previously applied in satisfaction of such indebtedness. In addition, if an issuer in which a Client Account has an investment becomes insolvent, any payment made on such investment could be subject to avoidance as a “preference” if made within a certain period of time (up to one year) before insolvency. In general, if payments on an investment are voidable, whether as fraudulent conveyances or preferences, such payments can be recaptured either from the initial recipient or from subsequent transferees of such payments. To the extent that any such payments are recaptured from a Client Account, the resulting loss will be borne by the Client Account or, indirectly, by investors in a Private Fund, as applicable.  Futures. For certain Client Accounts, NBIA will engage in regulated futures transactions for active management or risk management or hedging purposes. Trading in futures and options on futures involves significant risks, including the following: (i) futures contracts and options on futures are volatile in price; (ii) futures trading is highly leveraged; (iii) futures trading can be illiquid; (iv) the clearing broker, or “futures commission merchant” could misuse or lose collateral (“margin”) associated with the futures contracts; and (v) the clearing broker could default, file for bankruptcy or become insolvent. As discussed above, such a default could lead to a loss within the Client Account of margin deposits made by the Client Account in the event of bankruptcy of a clearing broker with whom a Client Account has an open position in a futures contract or related option. It is possible for Client Accounts to sustain a total loss of the futures contracts including the initial margin and any maintenance margin that it d please register to get more info

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client’s or potential client’s evaluation of the firm or the integrity of the firm’s management in this item. NBIA has no items to disclose. please register to get more info

A. RegistrationasaBroker‐DealerorRegisteredRepresentative
NBIA is not a registered broker or dealer. Most NBIA advisory personnel are registered representatives with FINRA through their affiliation with NBIA’s registered broker-dealer affiliate, NBBD. See Items 5.E and 10.C.1.
B. RegistrationasaFuturesCommissionMerchant,CommodityPoolOperator,
CommodityTradingAdvisororAssociatedPerson
NBIA is registered as a CTA and CPO with the CFTC. NBIA is not registered as a Futures Commission Merchant. Certain of NBIA’s management personnel are registered with the National Futures Association (the “NFA”) as principals or associated persons of NBIA or one or more affiliates of NBIA (including NBBD, which is registered as a CTA and introducing broker with the CFTC (“IntroducingBroker”)). Notwithstanding such registrations, NBIA relies on exemptions from registration as a CPO and CTA with respect to certain accounts and pools that qualify for such exemptions.
C. MaterialRelationships
NBIA currently has certain relationships or arrangements with related persons that are material to its advisory business or its clients. Below is a discussion of such relationships/arrangements and conflicts that arise from them.
1.Broker‐dealer,municipalsecuritiesdealer,orgovernmentsecuritiesdealeror
broker
NBIA is affiliated with NBBD, a U.S. registered broker-dealer. In addition, most NBIA advisory personnel are registered representatives with FINRA through their affiliation with NBBD. See Item 11.B.8. For the majority of portfolio transactions for Separate Accounts, Wrap Program accounts, Unbundled Program accounts, and Dual Contract Program accounts, NBBD does not receive a brokerage commission for effecting securities trades. In those cases where NBBD does receive brokerage commissions, they are at a negotiated rate. For Private Wealth Management Accounts, Clients generally pay an “all-inclusive fee” for advisory and brokerage services. See Item 5.A.1 for certain instances when NBBD may receive brokerage commissions or other fees for these accounts. Subject to applicable law, NBBD receives sales commissions in connection with the sale of interests in certain affiliated Private Funds and NB Registered Funds. Some sales commissions will be a portion of, or calculated from, NBIA’s management fee or Performance Fee with respect to such shares or interests. In addition, in its capacity as a registered broker-dealer, NBBD executes transactions for certain of the affiliated Private Funds and receives brokerage commissions in that regard. Further information on these functions and relationship is contained in the offering materials for such funds. All of these transactions for the NB Registered Funds are conducted in accordance with the requirements of Rule 17e-1 under the Investment Company Act. NBBD is also registered as a Municipal Securities Dealer with the Municipal Securities Rulemaking Board. NBBD is the principal underwriter and distributor for the NB Registered Funds. In addition, registered representatives of NBBD offer and sell shares of the NB Registered Funds. NBBD also acts as a distributor for certain affiliated Private Funds and Sub-Advised Accounts. See Item 11.B.3 and Item 12.A. In addition, with respect to the NB Investment Platform, Platform Clients access the platform based on their relationship with NBBD and NBBD’s broker-dealer representatives (“NBBD Brokers”), who serve as the Platform Clients’ relationship managers. The strategies and investment vehicles that are available through the NB Investment Platform are selected by NBIA in its sole discretion and NBIA has established limitations or other parameters relating to the inclusion of strategies in the platform. Proprietary strategies will be available as the Platform Clients’ primary investment options and third-party investment strategies will be available on a limited basis and solely as a complement to such proprietary strategies. NBBD Brokers then present proposals of the available strategies and investment vehicles for the Platform Client’s consideration and ultimately, the Platform Client decides, in its sole discretion, the strategies in which the Platform Client wishes to invest and the specific allocation to each strategy. The use of proprietary strategies as the primary investment option will result in incremental benefits, including additional compensation to NBIA, NBBD, and their respective affiliates, agents and employees, including the NBBD Brokers. The NBBD Brokers have an incentive to propose certain products (such as proprietary products) over others based on the compensation to be received. Moreover, from time to time, NBBD provide wealth planning analyses (each, a “WealthAnalysis”) to certain eligible clients (“WAClient(s)”) free of charge. The Wealth Analysis is intended solely for informational and discussion purposes to educate WA Clients on financial planning topics and help WA Clients better understand their financial profile and evaluate possible options, and is based on information provided by the WA Clients. Neither NBBD nor NBIA provides any on-going or periodic review, follow-up or monitoring of any of the topics covered in any Wealth Analysis. The Wealth Analysis and any related discussions are subject to a separate written agreement and do not constitute investment advice and are not part of any investment advisory or fiduciary services offered by NBIA, NBBD or their respective affiliates. None of NBIA, NBBD nor their respective affiliates serve as a fiduciary or investment adviser in connection with any Wealth Analysis, and the Wealth Analysis and any related discussions are not intended to serve as a primary basis for any decision or as a recommendation with respect to any investment, financial, insurance, trust and estate or tax planning determination. NBBD has designated specific employee(s) with oversight responsibilities for each Wealth Analysis produced for WA Clients (“NBBDWealthAnalyst(s)”). Neither NBBD nor NBIA complies with any industry association standards or requirements in respect of the Wealth Analysis and any related discussions, or monitors the requirements of the Certified Financial Planner™ (CFP®) designation for any NBBD Wealth Analyst that holds it, and NBBD is not providing “financial planning services” as such term is defined by any industry associations, including the CFP Board. In providing investment management services to its clients, NBIA draws upon the trading, research, operational and administrative resources of its affiliated entities. In addition, from time to time, NBIA uses security analyses and research reports prepared by its affiliated entities. NBIA utilizes placement agents in offering certain affiliated Private Funds and NB PE Closed-End Funds to investors. These placement agents include NBBD and unaffiliated registered broker- dealers. See Item 5.E. and Item 14.B. Officers of NBBD also solicit Separate Account clients for NBIA. The Firm has established policies and procedures reasonably designed to prevent the misuse by the Firm and its personnel of material information regarding issuers of securities that has not been publicly disseminated. See Item 11.D.1.
2.InvestmentCompanyorotherpooledinvestmentvehicles
NBIA acts as adviser to the NB Registered Funds. NBIA also acts as an adviser or sub-adviser to certain Private Funds where a related party is a general partner, managing member or the adviser. Certain management persons of NBIA act as officers and directors of certain Affiliated Funds. In addition, NBIA serves as a sub-adviser to Non-U.S. Registered Funds advised by affiliates of NBIA. NBIA also acts as sub-adviser to Third-Party Mutual Funds. Certain affiliates of Third-Party Mutual Funds are clients of affiliates of NBIA or are referred to NBIA by its affiliates. Some of these affiliates of Third-Party Mutual Funds receive investment advisory services from NBIA or its affiliates and other services from certain NBIA affiliates. As recipients of such services, affiliates of Third-Party Mutual Funds will generally be charged the usual and customary fees by both NBIA and any of its affiliates for rendering such services. This will likely result in total fees that are higher than would have been paid had the affiliates obtained all services from either NBIA or its affiliates alone or from other unrelated brokers and investment advisers. In its capacity as a registered broker-dealer, NBIA’s affiliate, NBBD, executes transactions for certain of the Affiliated Funds and receives brokerage commissions in that regard. See Item 10.C.1. Subject to the investment guidelines and applicable law, NBIA invest certain Client Accounts in Affiliated Funds. See Item 5.C regarding additional fees and expenses associated with investments in Affiliated Funds. NBIA has a conflict of interest to the extent that it recommends or invests Client Accounts in Affiliated Funds (rather than in Non-Affiliated Funds) because the Firm would likely benefit from increased subscriptions to the Affiliated Funds (i.e., larger funds) and it is possible that certain affiliates of NBIA would receive distribution fees, placement fees or other fees for distributing Affiliated Funds. Neither NBIA nor its related persons are obligated to allocate any specific amount of time or investment opportunities to a particular Private Fund or NB Registered Fund. Because NBIA receives a Performance Fee in connection with its management of certain Client Accounts, NBIA is incentivized to devote a disproportionate amount of time and resources to those Client Accounts that pay a Performance Fee at the expense of other accounts that are charged only a management fee. NBIA and its related persons intend to devote as much time as they deem necessary for the management of each account, and will allocate investment opportunities between Private Funds, NB Registered Funds and other Client Accounts managed in a similar strategy in accordance with NBIA’s trade allocation policy described in Item 12.B.
3.Otherinvestmentadviserorfinancialplanner
NBIA has relationships that are material to its investment management business with the following affiliated investment advisers (the“AffiliatedAdvisers”). SEC Registered Advisers: Neuberger Berman Asia Limited Neuberger Berman Europe Limited Neuberger Berman BD LLC Neuberger Berman Singapore Pte. Limited Neuberger Berman Loan Advisers LLC NB Alternatives Advisers LLC Neuberger Berman Breton Hill ULC

Neuberger Berman AIFM Limited (Exempt Reporting Adviser) BHC Macro Investment Management LLC (Exempt Reporting Adviser)

Non-SEC Registered Advisers: Neuberger Berman Australia Pty Limited Neuberger Berman East Asia Limited Neuberger Berman Investment Management (Shanghai) Limited Neuberger Berman Taiwan (SITE) Limited Neuberger Berman Asset Management Ireland Limited

Where required, personnel of non-SEC-registered advisers are considered “access persons” of NBIA and are subject to certain NBIA policies and procedures as well as supervision and periodic monitoring.

In providing investment management services to its clients, NBIA draws upon the portfolio management, trading, research, operational and administrative resources of certain of its affiliates, including using affiliates to execute transactions for Client Accounts. Subject, in certain instances, to the written consent of the client and the regulatory status of the affiliate, NBIA will engage one or more of these affiliates as sub-adviser to certain Client Accounts, including Separate Accounts, NB Registered Funds or Private Funds, or treat these affiliates as “participating affiliates,” the latter in accordance with the applicable SEC No-Action Letters. In addition, from time to time, NBIA will delegate some or all of its role as adviser to certain Client Accounts to Affiliated Advisers. If an affiliate acts as a sub-adviser or is otherwise delegated some portion of NBIA’s advisory role, investment professionals from such affiliate will likely be delegated decision- making roles for some or all aspects of the strategy, including the opening of brokerage accounts and the placement of orders to deploy the strategy. As participating affiliates, whether or not registered with the SEC, certain affiliates provide designated investment personnel to associate with NBIA and perform specific advisory services to NBIA consistent with the powers, authority and mandates of NBIA’s clients. The employees of a participating affiliate are designated to act for NBIA and are subject to certain NBIA policies and procedures as well as supervision and periodic monitoring by NBIA. The participating affiliate agrees to make available certain of its employees to provide investment advisory services to NBIA’s clients through NBIA, to keep certain books and records in accordance with the Advisers Act and to submit the designated personnel to requests for information or testimony before SEC representatives. Participating affiliates will also be delegated the duty to place orders for certain securities and commodity interests transactions pursuant to an agreement between NBIA and the participating affiliate. See also Item 10.D. A number of NBIA personnel involved in portfolio management at NBIA are also officers of certain Affiliated Advisers and provide investment management services to clients of such affiliates. Neither NBIA nor its related persons are obligated to allocate any specific amount of time or investment opportunities to a particular Client Account. NBIA and its related persons intend to devote as much time as they deem necessary for the management of each Client Account and will allocate investment opportunities in accordance with NBIA’s trade allocation policy. See also Item 6 and Item 11.D.6 with respect to side-by-side management issues. NBIA acts as sub-adviser to certain Separate Account clients of Affiliated Advisers. In addition, NBIA serves as sub-adviser to certain Non-U.S. Registered Funds and Private Funds advised by Affiliated Advisers. Certain employees of Affiliated Advisers provide marketing or client-related services in connection with NBIA products. The views and opinions of NBIA, and those of these Affiliated Advisers and their research departments, will, at times, differ from one another. As a result, Client Accounts managed by NBIA or its Affiliated Advisers will hold securities or pursue strategies that reflect differing investment opinions or outlooks at the time of their acquisition or subsequent thereto. See Item 11.B.8 and 11.D.6.
4.Futurescommissionmerchant,commoditypooloperator,orcommoditytrading
advisor
NBBD is registered with the CFTC as a CTA and Introducing Broker. Certain employees of NBBD in their capacity as associated persons of NBBD solicit prospective investors to invest in Private Funds or Separate Accounts that trade commodity interests and are sponsored or managed by NBIA. In addition, BHC Macro Investment Management LLC is registered as a CPO and CTA, and NB Alternatives Advisers LLC and Neuberger Berman Breton Hill ULC are registered as CPOs. See Item 10.C.1 and Item 10.C.3 for a description of NBIA’s relationship with NBBD, NB Alternatives Advisers LLC, Neuberger Berman Breton Hill ULC and BHC Macro Investment Management LLC.
5.Bankingorthriftinstitution
NBIA is affiliated with Neuberger Berman Trust Company N.A. and Neuberger Berman Trust Company of Delaware N.A. (together, “NB Trust Companies”). NB Trust Companies provide comprehensive fiduciary and wealth management services to high net worth individuals, families and their related entities, including investment management, custody, tax planning, trustee and executor services, planned giving and philanthropic advisory services. In addition, Neuberger Berman Trust Company N.A. provides investment management, custody, and other fiduciary services to institutional clients. For such accounts, NB Trust Companies utilize the investment platform of equity, fixed income and alternative products and strategies of its affiliates (including NBIA) as its primary investment option. Non-affiliated products and strategies are also available on a limited basis and generally as a complement to affiliated offerings. The product and strategies available as investment options with respect to such accounts can differ from those available as investment options through PWM or the NB Investment Platform. NB Trust Companies’ preference for affiliated products and strategies will result in incremental benefits to NB Trust Companies, its affiliates (including NBIA) and their respective employees. Neuberger Berman Trust Company N.A. generally acts as the IRA custodian for IRA Private Wealth Management Accounts for which NBBD acts as broker-dealer. NB Trust Companies has appointed NBIA to manage certain assets of clients of NB Trust Companies. NBIA provides personnel and services to NB Trust Companies, pursuant to an Administrative Services Agreement between NB Trust Companies and Neuberger Berman Group LLC. In addition, certain NBIA personnel are also officers of Neuberger Berman Trust Company N.A. and, in their capacity as officers of the Neuberger Berman Trust Company N.A., provide portfolio management and related investment functions to collective funds established by Neuberger Berman Trust Company N.A. In such cases, NBIA executes securities trades for those funds and provides back- and middle-office support.
6.Accountantoraccountingfirm
7.Lawyerorlawfirm
8.Insurancecompanyoragency
9.Pensionconsultant
None.
10.Realestatebrokerordealer
11.Sponsororsyndicatoroflimitedpartnerships
Affiliates of NBIA act as the general partner with respect to certain Private Fund entities managed by NBIA. See Item 10.C.2. Further information about the partnerships where affiliates of NBIA serve as the general partner is available in Section 7.B.(1) and (2) of Schedule D of Part 1A of NBIA and its affiliated SEC-registered investment advisers’ Form ADVs. See Item 10.C.3.
12.Administrator
D. SelectionofOtherInvestmentAdvisers
From time to time, NBIA engages other advisers, including its affiliates, to act as sub-advisers for its Separate Accounts and its Affiliated Funds. In addition, from time to time, NBIA delegates some or all of its role as adviser to certain Client Accounts to other advisers, including its affiliates. NBIA invest certain client assets in the Affiliated Funds, Non-Affiliated Funds or Third-Party Separate Accounts. In connection with these investments and the selection of potential sub-advisers or advisers, NBIA makes recommendations or selections of underlying investment managers for these clients. NBIA performs detailed due diligence on potential third party sub-advisers or advisers to its Client Accounts before selecting them, including but not limited to, analysis of the adviser's investment process and results, including the length of their track record, consideration of the assets under management, and interviews with members of the adviser's senior management and investment teams. NBIA’s decision to invest with an adviser or sub-adviser (or include the third-party strategy or investment vehicle in PWM or the NB Investment Platform), depends upon various factors which include the adviser's performance record, management style, number and continuity of investment professionals, and client servicing capabilities. With respect to PWM and the NB Investment Platform, the third-party strategies and investment vehicles that are available as investment options are selected by NBIA, generally based upon review and due diligence performed by NBIA, its affiliates and Third-Party SMA Provider. See also “PWM and the NB InvestmentPlatform” in Item 8.B. please register to get more info

Trading
A. CodeofEthics
In order to address conflicts of interest, NBIA has adopted a Compliance Manual and the Neuberger Berman Code of Ethics and Code of Conduct (the “Conflicts Procedures”). The Conflicts Procedures are applicable to all of NBIA’s officers, members, and employees (collectively, “Employees”). The Conflicts Procedures generally set the standard of ethical and professional business conduct that the Firm and NBIA require of their Employees. The Conflicts Procedures consist of certain core principles requiring, among other things, that Employees: (1) at all times place the interests of clients first; (2) ensure that all personal securities transactions are conducted in such a manner as to avoid any actual or potential conflicts of interest or any abuse of an individual’s position of trust and responsibility; (3) refrain from taking advantage of their positions inappropriately; and (4) at all times conduct themselves in a manner that is beyond reproach and that complies with all applicable laws and regulations. As discussed below, the Conflicts Procedures include provisions relating to the confidentiality of client information, a prohibition on insider trading, restrictions on the acceptance of significant gifts, the reporting of certain gifts and business entertainment items, and personal securities trading procedures, among other topics. All Employees must acknowledge the terms of the Code of Ethics when they begin their employment, annually, and when the Code of Ethics is materially amended. In addition, the Conflicts Procedures impose certain additional requirements on Access Persons (as defined in the Conflicts Procedures) who are advisory persons. The Conflicts Procedures also require Access Persons to report personal securities transactions on at least a quarterly basis or as otherwise required and provide the Firm with a detailed summary of certain holdings (initially upon becoming an Access Person and annually thereafter) over which such Access Persons have a direct or indirect beneficial interest. Clients and prospective clients can obtain a copy of the Code of Ethics by contacting a Client Service Representative.
B. ParticipationorInterestinClientTransactions
From time to time, NBIA will participate or have an interest in client transactions as described below. NBIA makes all investment management decisions in its clients’ best interests.
1.PrincipalandAgencyTransactions
Principal transactions are generally defined as transactions where an adviser, acting as principal for its own account or the account of an affiliate, buys from, or sells any security to, an advisory client. For example, a principal transaction would occur if NBIA bought securities for its own inventory from an NBIA advisory client or sold securities from its inventory to an NBIA advisory client. If NBIA, its affiliates or its respective principals own a substantial equity interest in an account managed by the adviser, a transaction involving that account and another client could be characterized as a principal transaction. For example, if NBIA, its affiliates or principals have a substantial equity interest in an Affiliated Fund, the transfer of securities from such Affiliated Fund’s account to an NBIA-managed Separate Account could be deemed a principal transaction. A principal transaction presents conflicts of interest which includes the adviser or affiliate earning a fee or earning (or losing) money as a result of the transaction. NBIA and its related persons do not generally engage in principal transactions with NBIA’s clients. Subject to applicable rules and regulations, if NBIA were to engage in such affiliated principal transactions, NBIA would disclose the transaction to the client and obtain the client’s consent in accordance with Section 206-3 of the Advisers Act. With respect to Affiliated Funds, NBIA can engage in such transactions as described in each fund’s Offering Memorandum or Offering Documents. In such instances, NBIA will comply with applicable law, as well as any requirements imposed by the funds themselves. The conflicts of interest are disclosed in the fund’s Offering Memorandum or Offering Documents. An “agency cross transaction” is defined as a transaction where a person acts as an investment adviser in relation to a transaction in which the investment adviser, or any person controlled by or under common control with the investment adviser, acts as broker for both the advisory client and for another person on the other side of the transaction. NBIA infrequently causes clients to engage in agency cross transactions and would disclose the transaction to the client and obtain the client’s consent in accordance with Section 206-3 of the Advisers Act. 2. CrossTransactions Cross trades involve the transfer, sale or purchase of assets from one client to another client without the use of a broker-dealer. For equities, NBIA will, at times, engage in cross trading where permissible, if it determines that such action and the conditions for the transaction would be favorable to both clients and the terms of the transaction are fair to both parties. For fixed income, generally, it is NBIA’s policy not to engage in buying or selling of securities from one Client Account to another except in limited circumstances when it believes that the cross trade is in the best interest of both clients. The vast majority of trades made for Client Accounts will be executed through the open market or with reference to an independently established market price. For both equity and fixed income cross trades, neither NBIA nor its affiliates will receive transaction- based compensation from the trade. In certain situations, specific consent for each such transaction are required from both parties to the transaction. Where an NB Registered Fund or a Third-Party Mutual Fund is involved, the transaction will be executed in accordance with the provisions of Rule 17a-7 under the Investment Company Act and any applicable policies and procedures approved by the NB Registered Fund’s or Third-Party Mutual Fund’s Board of Trustees.
3.AffiliatedBrokers
NBIA is affiliated with NBBD, a U.S. registered broker-dealer. Most NBIA advisory personnel are registered representatives with FINRA through their affiliation with NBBD. Certain NBIA strategies utilize a central trading desk to execute transactions (including ETFs) with third-party brokersfor certain Client Accounts. In the event NBIA were to execute a transaction on behalf of its clients with NBBD as broker, NBIA would generally only do so if it had received prior written authorization from the client and only in accordance with all applicable laws and regulations, including ERISA, and Rule 17e-1 under the Investment Company Act. Such transaction would only be executed if NBBD provided best execution under the circumstances. See Item 12.A. For the majority of Private Wealth Management Accounts, NBBD will provide brokerage services. For those Private Wealth Management Accounts which have consented to the use of NBBD as broker, clients generally will be charged an “all-inclusive” fee for brokerage and advisory services and will generally not be charged a separate brokerage commission (see Item 5.A.1). When a client opens a Private Wealth Management Account, NBIA will seek the client's consent to effect brokerage transactions through NBBD, consistent with the requirements of the federal securities laws and other applicable laws. A client can grant or revoke this consent at any time. Clients will be advised that they are not required to use NBBD as broker for their account. Pursuant to the terms of the GPS Program, clients in the GPS Program are required to use NBBD as broker for their GPS Accounts.

NBBD occasionally acts as broker for securities transactions for NBIA’s Institutional Accounts and Private Funds.
4.FinancialInterestsinSecuritiesorInvestmentProducts
From time to time, employees of NBIA and its related persons who are registered representatives or associated persons of NBBD, a registered investment adviser and broker-dealer, CTA and Introducing Broker, recommend to certain NBIA’s clients that they buy or sell securities in which NBIA or a related person has a financial interest. Such financial interest could include having a business relationship (whether client, broker, vendor or investment consultant) or serving as investment adviser, general partner, managing member or director for a particular investment product. Furthermore, from time to time, NBIA invests certain Client Accounts in securities or other assets of companies with which NBIA or its affiliates has a business relationship, whether client, broker, vendor or investment consultant. In such instances, it is possible that the purchase or sale of a security either recommended or directed by NBIA will have an impact on the price of such security, which could indirectly benefit (or act to the detriment of) its affiliates. NBIA and its Affiliated Advisers act in various capacities with respect to Affiliated Funds from which they receive advisory, distribution or other fees. When appropriate and in accordance with applicable law, including with respect to clients in the GPS Program and Discretionary PWM, NBIA invests certain client funds in NB Registered Funds. Employees of NBIA and its related persons who are registered representatives or associated persons of NBBD also, from time to time, recommend an investment in an Affiliated Fund. NBIA has a conflict of interest to the extent that it recommends or invests Client Accounts in Affiliated Funds (rather than in Non-Affiliated Funds) because the Firm would likely benefit from increased subscriptions to the Affiliated Funds (i.e., larger funds) and it is possible that certain affiliates of NBIA would receive distribution fees, placement fees or other fees for distributing Affiliated Funds. With respect to Clients that invest through PWM and the NB Investment Platform, NBIA utilizes proprietary strategies as its primary investment options. Non-proprietary strategies are available on a limited basis and generally only as a complement to proprietary strategies. NBIA’s preference for proprietary strategies will result in incremental benefits to NBIA, its affiliates and their respective employees. Similarly, any NBIA representative that is part of a portfolio management team could utilize that team’s own strategies as its primary investment options. In those cases, the other proprietary strategies and the non-proprietary strategies are available on a limited basis and generally only as a complement to the team’s own strategies. The NBIA representative’s preference for the Strategies of its own portfolio management team will generally result in incremental benefit to the team and the representative. In addition, certain NBIA representatives are incentivized through their compensation structure to diversify certain percentages of client assets away from the strategies of its own portfolio management team. Accordingly, while NBIA has taken affirmative steps to mitigate the conflicts that exist with respect to the allocation of assets, the NBIA representatives have an incentive to select certain products over others based on the compensation to be received. See Item 5.C, Item 10.C.1 and Item 10.C.2. NBIA’s policies and procedures together with its investment process seek to ensure that all accounts are managed in accordance with their investment objectives and guidelines and in accordance with NBIA’s fiduciary obligations. Specifically, NBIA has policies and procedures in place reasonably designed to assure that NBIA and its employees and agents do not make recommendations or provide advice in a fiduciary capacity with respect to Plan Clients (including those that invest through PWM) that would be inconsistent with its fiduciary duties under ERISA and otherwise, as applicable.

5.EmployeeInvestmentinNBIAProducts
Employees of NBIA or its affiliates and their family members are investors in Private Funds, NB Registered Funds, Non-U.S. Registered Funds or Third-Party Mutual Funds managed by NBIA or an affiliate. Any such investments are made in conformity with the Conflicts Procedures (see Item 12.B) that includes procedures governing the use of confidential information and personal investing. NBIA and its affiliates also maintain Separate Accounts for employees. The Firm maintains a policy that prohibits “insider accounts” that do not pay investment advisory fees from receiving a more favorable execution price than that received on the same day by Client Accounts. The Firm generally reduces or waives fees for employees. See also Item 11.C.

6.BuyingandSellingSecuritiesThatAreRecommendedtoClients
NBIA will recommend to certain clients investments in which Neuberger Berman, its affiliates or employees are also invested. See Item 11.B.5. NBIA also will recommend securities to certain clients in which a related person has established an interest independent of NBIA. Moreover, NBIA will, from time to time, purchase and sell securities for its accounts that the Firm, its affiliates or its employees have seeded. NBIA provides investment advisory services to various clients which can differs from the advice given, or the timing and nature or action taken, with respect to any one account. It is possible that NBIA, its affiliates and employees (to the extent not prohibited by the Code of Ethics), and clients of NBIA or its affiliates will have, acquire, increase, decrease, or dispose of securities or interests (including interests in Affiliated Funds) at or about the same time that NBIA is purchasing or selling securities or interests (including interests in Affiliated Funds) for a Client Account which are, or are deemed to be, inconsistent with the actions taken by such persons. All such investments are made in conformity with the Conflicts Procedures and NBIA’s Aggregation and Allocation Procedures (See Item 12.B). 7.SecuritiesTradesduringanUnderwritingSyndicate NBIA and its Affiliated Advisers do not participate as members of underwriting syndicates. From time to time, the NB Registered Funds will purchase securities from an underwriting syndicate in which an affiliate of a Third-Party Mutual Fund is a participating member. The NB Registered Funds have adopted procedures under Rule 10f-3 of the Investment Company Act governing such transactions. In addition, the Third-Party Mutual Funds can purchase securities from an underwriting syndicate from which an affiliate of the Third-Party Mutual Fund is a participating member and NBIA would seek to work with the Third-Party Mutual Fund’s adviser to ensure that all such purchases are in accordance with applicable rules and regulations. 8.OtherInterestsinClientTransactions NBIA employees and officers are also officers, employees or registered representatives of certain Affiliated Advisers, including NBBD. In such capacity, they sell or provide similar services as the services offered by NBIA. From time to time, the views and opinions of NBIA or any of the Affiliated Advisers and their research departments differ from one another. As a result, it is possible that Client Accounts hold securities or other investment products for which each of these entities have a different investment opinion or outlook at the time of their acquisition or subsequent thereto. NBIA provides Consulting Services and licenses and supports the NBIA Software to certain clients (“ConsultingServicesClients”). See Item 4.B. During the consulting period and for the term of any license, NBIA or its affiliates often use similar or identical information derived from their independent use of the NBIA Software to advise Client Accounts with respect to investments in mortgage loans or securities backed by or based upon, directly or indirectly (including synthetically), mortgage loans or other asset-backed securities held or insured by Consulting Services Clients or in which the Consulting Services Clients otherwise have an interest (an “Interest”). In this case, NBIA or its affiliates would likely place orders to buy and sell such positions for Client Accounts, or give advice and recommendations with respect to positions where a Consulting Services Client would have an Interest, based on NBIA’s or its affiliates’ independent use of the NBIA Software prior to or simultaneously with any report or other work product generated or provided by NBIA to any Consulting Services Client, or by such Consulting Services Client through its use of the NBIA Software, or any action or decision made by such Consulting Services Client in reliance upon such reports and other work product. There is a risk that such orders placed by NBIA or its affiliates will compete or be inconsistent with orders or actions taken by the Consulting Services Clients in reliance on such reports or work product generated by NBIA and the NBIA Software, or will result in a Client Account of NBIA or an affiliate taking the opposite side of a Consulting Services Client order. In addition, NBIA and its affiliates could give advice and recommendations to, and act as agent, including with respect to efforts to commute exposure on behalf of, Client Accounts holding positions in which Consulting Services Clients have an Interest, and take actions on behalf of such Client Accounts that differ from or be the same as or similar to, any advice or recommendations which NBIA or any of its affiliates provide to Consulting Services Clients.
C. PersonalTrading
NBIA, or one or more of its affiliates, including employees, from time to time, invest for their own account directly or through an Affiliated Fund or a Non-Affiliated Fund in equity, fixed income, derivatives or other investments in which NBIA also invest on behalf of certain Client Accounts. Moreover, it is possible NBIA and its affiliates and their respective employees will buy, sell or hold securities while entering into different investment decisions for one or more Client Accounts. All such investments are made in accordance with the Conflicts Procedures. From time to time, certain NBIA’s employees and those of its affiliates participate directly or indirectly in Private Fund investments to the extent permitted by the terms of the applicable Private Fund’s governing documents. Such participation in each investment will be on substantially the same terms and conditions as provided for in the offering materials of the Private Funds. The sale or disposition by NBIA, its affiliates or their respective employees must also be consummated in accordance with internal policies and applicable law.

It is the Firm’s policy to monitor and in some cases prohibit personal securities transactions for NBIA, its affiliates and their respective employees. The Conflicts Procedures contain employee trading policies and procedures that are closely monitored by the Legal and Compliance Department. Key aspects of the employee trading policies and procedures include: (a) a requirement for securities accounts to be maintained at NBBD or other approved entities; (b) an employee price restitution policy; (c) prohibitions against employee participation in certain IPOs; (d) prohibitions against trading on the basis of material non-public information; (e) pre-approval requirements for certain security transactions such as private placement offerings; (f) a minimum holding period of 30 days for most personal securities transactions; and (g) annually affirming in writing that (i) all reportable transactions occurring during the year were reported to the Firm; (ii) all reportable positions were disclosed; (iii) all newly opened securities accounts or private placements were disclosed; and (iv) the employee has read, understood and complied with the Code of Ethics. The price restitution policy attempts to address the conflict that could arise from employees owning the same securities as clients, or where the accounts of both enter the market at the same time. Subject to certain exclusions, including certain accounts that are custodied and traded by third parties as part of programs sponsored by financial intermediaries, employee trades that are executed on the same day and in the same security as a Client Account are reviewed to ensure that the employee does not receive a better price than the client. In the event that the employee does receive a better price, the employee’s price is “switched” to that of the client’s and the cash difference in the execution price is disgorged from the employee account. Disgorged proceeds are often allocated to Client Accounts in the form of revised execution prices. In some instances, however, a revised execution price will, for operational reasons beyond NBIA’s control, not be feasible and the proceeds will either be remitted to Client Accounts or donated to charity. As stated in the Conflicts Procedures, it is the policy of Neuberger Berman for its SEC-registered advisers to prohibit insiders, that is, the employees of such advisers and certain of their close relatives, from effecting transactions in anticipation of transactions in such securities by Client Accounts.
D. OtherConflictsofInterest
1.MaterialNonPublicInformation/InsiderTrading The Firm has implemented policies and procedures, including certain information barriers within the Firm (the “MNPIProcedures”), that are reasonably designed to prevent the misuse by the Firm and its personnel of material information regarding issuers of securities that has not been publicly disseminated (“materialnon‐publicinformation”). The MNPI Procedures are designed to be in accordance with the requirements of the Advisers Act and other federal securities laws. In general, under the MNPI Procedures and applicable law, when the Firm is in possession of material non-public information related to a publicly-traded security or the issuer of such security, whether acquired unintentionally or otherwise, neither the Firm nor its personnel are permitted to render investment advice as to, or otherwise trade or recommend a trade in, the securities of such issuer until such time as the information that the Firm has is no longer deemed to be material non-public information. In the ordinary course of operations, from time to time, certain businesses within the Firm will seek access to material non-public information. For instance, the loan and distressed debt businesses within NBIA could utilize material non-public information in purchasing loans and other debt instruments. From time to time, from time to time, NBIA portfolio managers will be offered the opportunity on behalf of applicable clients to participate on a creditors or other similar committee in connection with restructuring or other “work-out” activity, which participation could provide access to material non-public information. The MNPI Procedures address the process by which material non-public information could be acquired intentionally by the Firm and shared between different businesses within the Firm. When considering whether to acquire or share material non-public information, the Firm will attempt to balance the interests of all clients, taking into consideration relevant factors, including the extent of the prohibition on trading that would occur, the size of the Firm’s existing position in the issuer, if any, and the value of the information as it relates to the investment decision- making process. The intentional acquisition of material non-public information would likely give rise to a conflict of interest since NBIA would generally be prohibited from rendering investment advice to clients regarding the public securities of such issuer and thereby potentially limiting the universe of public securities for NBIA’s purchase or potentially limiting the ability of NBIA to sell such securities. Similarly, where the Firm declines access to (or otherwise does not receive or share within the Firm) material non-public information regarding an issuer, NBIA could potentially base its investment decisions with respect to assets of such issuer solely on public information, thereby limiting the amount of information available to NBIA in connection with such investment decisions. In determining whether or not to elect to receive material non-public information, the Firm will endeavor to act fairly to its clients as a whole. The Firm reserves the right to decline access to material non-public information, including declining to join a creditors or similar committee. In connection with loan assets held by NBIA’s clients, NBIA has engaged a third-party vendor to administer the loan amendment process with respect to issuers for which NBIA will not accept material non-public information. 2.Gifts/Gratuities/Entertainment Generally, Firm employees, wherever located, are prohibited from providing business gifts or entertainment that are excessive or inappropriate or intended to inappropriately influence recipients. Subject to applicable law, the Firm allows personnel to provide limited business gifts and entertainment to personnel/representatives of clients or prospective clients as detailed in the Firm’s policies and procedures. However, the Firm prohibits providing business gifts or entertainment that are excessive or inappropriate or intended to cause such personnel/representatives to act against the best interests of their employer, the client they represent or those to whom they owe a fiduciary duty. In addition to the above prohibitions, the Firm imposes additional restrictions on providing gifts and entertainment to particular types of clients or client representatives, such as public officials at all levels and representatives of U.S. Labor Organizations. The Firm’s Global Anti-Corruption Policy and Procedures also sets forth rules governing certain gifts and entertainment and imposes pre-approval or reporting requirements. Furthermore, many public, as well as private, institutions have their own internal rules regarding the acceptance of gifts or entertainment by their personnel and other representatives. Neuberger Berman personnel are reminded to be aware that many of the institutions with whom they deal have certain additional restrictions. In addition to these requirements, which apply to all Firm personnel, different regions have regulatory rules and requirements relating to business gifts and entertainment specific to their region. Separate Firm policies and procedures specify how personnel subject to these requirements are to comply with them. Accepting gifts or entertainment from clients, prospective clients, employees or agents of clients, outside vendors, suppliers, consultants, and other persons or entities with whom the Firm does business also creates actual or apparent conflicts of interest. Subject to applicable law, the Firm does not prohibit personnel from accepting all business-related gifts or entertainment. However, none of Firm personnel, immediate family members, nor other household members are permitted to accept any gift or entertainment that is significant in value or impairs, or appears to impair, employee ethics, loyalty to the Firm, or ability to exercise sound judgment. Furthermore, Firm personnel are prohibited from accepting gifts or entertainment that is, or could be perceived as being, compensation from someone other than the Firm. Firm personnel are also prohibited from soliciting gifts or entertainment, and giving any gifts or entertainment to anyone who solicits them. 3.PoliticalContributions Due to the potential for conflicts of interest, the Firm has established policies and procedures relating to political activities which are designed to comply with applicable federal, state and local law. Each employee is required to seek preapproval before the employee, the employee’s spouse or domestic partner, the employee’s dependent children or any other person that the employee materially supports (where any such person is either a U.S. citizen or a green card holder) makes any political contribution or engages in other political activities, including, but not limited to, volunteering or fundraising for a campaign. 4.OutsideBusinessActivities Certain types of outside affiliations or other activities pose a conflict of interest or regulatory concern to the Firm. Therefore, the Firm prohibits certain activities, and requires employees to disclose outside activities to the Firm in writing so that responsible personnel are able to assess the compatibility of the outside affiliation or activity with their role at the Firm. “Outside affiliations” include relationships in which Neuberger Berman personnel serve as an employee, director, officer, partner or trustee of a public or private organization or company other than the Firm (paid or unpaid), including joint ventures, portfolio investment companies, or non-profit, charitable, civic or educational organizations. In some cases, those relationships are related to employment with the Firm. Employees registered in the U.S. could also have to update their regulatory filings to reflect outside affiliations. Generally, Firm employees do not have to disclose affiliations that involve little or no personal responsibility or exposure on their part and have minimal potential for adversely affecting the Firm’s image or creating conflicts of interest. Firm personnel are not required to disclose affiliations of family members unless they are aware that an immediate family member’s affiliation with a company or organization could result in a conflict of interest between the employee and the Firm or the employee and a client of the Firm. Firm personnel are generally prohibited from being employed by another company or from engaging in other activities that could interfere or conflict with their service at the Firm. Firm personnel are prohibited from being employed by, or serving on a board or in an advisory position with, any public company or with other firms in the financial services industry. Furthermore Firm personnel are prohibited from entering into independent non-Firm related business relationships with clients, vendors, or co-workers. Exceptions to these prohibitions, which include serving in a board or advisory position as a fiduciary to certain Client Accounts, such as a Private Fund, will only be made in writing on a case-by-case basis by the Legal and Compliance Department. Certain firm personnel serve, under certain limited circumstances, as an executor, trustee, guardian or conservator, with prior approval from the Legal and Compliance Department, irrespective of whether such service is personal in nature. Brokerage accounts under control of the employee as a result of their service as an executor, trustee, guardian or conservator must be disclosed in accordance with the Firm’s Code of Ethics, even if the relationship is personal. The Firm generally permits employees to engage in philanthropic, charitable or other similar pursuits, subject to certain limitations and with prior approval from the Legal and Compliance Department. 5.Outsourcing/ServiceProviders The Firm conducts appropriate due diligence on outsourced service providers and vendors (“Third‐Party Vendors”) that provide products or services to the Firm and enters into an appropriate contract. The Firm’s relationships with Third-Party Vendors are managed so that appropriate controls and oversight are in place to protect the Firm’s interests, including safeguarding of private and confidential information regarding the Firm’s clients and employees. 6.Side‐by‐SideManagementofDifferentTypesofAccounts NBIA and its personnel have differing investment or pecuniary interests in different accounts managed by NBIA, and its personnel have differing compensatory interests with respect to different accounts. Similarly, NBIA personnel who are dual employees with an Advisory Affiliate could have different interests with respect to accounts managed for NBIA and accounts managed for the Advisory Affiliate. NBIA faces a conflict of interest when (i) the actions taken on behalf of one account impact other similar or different accounts (e.g., where accounts have the same or similar investment strategies or otherwise compete for investment opportunities, have potentially conflicting investment strategies or investments, or have differing ability to engage in short sales and economically similar transactions) or (ii) NBIA and its personnel have differing interests in such accounts (e.g., where NBIA or its related persons are exposed to different potential for gain or loss through differential ownership interests or compensation structures) because NBIA has an incentive to favor more profitable accounts over others that are likely to be less profitable. Such conflicts present particular concern when, for example, NBIA places, or allocates, securities transactions that NBIA believes could more likely result in favorable performance, engages in cross trades or executes potentially conflicting or competing investments. From time to time, NBIA, on behalf of different Client Accounts (or Affiliate Accounts), will make investments in different parts of an issuer’s capital structure (e.g., equity or debt, or different positions in the debt structure), including situations where a single portfolio manager invests in different parts of an issuer’s capital structure for its Client Accounts. As a result, or as part of the negotiations of certain terms prior to the purchase of a security, NBIA could pursue rights or privileges with respect to an issuer that has, or could have the potential to have, an adverse effect on some of its Clients Accounts. Conflicts arise over items such as whether to make an investment, exercise certain rights, or take an action, proxy voting, corporate reorganization, how to exit an investment, or bankruptcy or similar matters (including, for example, whether to trigger an event of default or the terms of any workout). Similarly, if an issuer in which one or more Client Accounts (or Affiliate Accounts) hold different classes of securities (or other assets, instruments or obligations issued by the same issuer) encounters financial problems, decisions over the terms of any workout will raise conflicts of interest (e.g., conflicts over proposed waivers and amendments to debt covenants or strategies to be pursued in bankruptcy proceedings). For example, it is possible a debt holder would be better served by a liquidation of the issuer in which it would be paid in full, whereas an equity or junior bond holder might prefer a reorganization that holds the potential to create value for them. In some cases, NBIA will (i) refrain from taking certain actions or making certain investments, or sell investments on behalf of Clients in order to avoid or mitigate certain conflicts of interest, or (ii) be limited (by applicable law, courts or otherwise) in positions or actions it will be permitted to take, which, in each case, could have the potential to disadvantage the Clients on whose behalf the actions are not taken, investments not made, or investments sold. In other cases, NBIA will not refrain from taking actions or making investments on behalf of certain Clients that have the potential to disadvantage other Clients. Moreover, if Client Accounts are invested in different levels of an issuer’s capital structure, it is possible that NBIA will acquire material nonpublic information, including where it has representatives on the issuer’s board of directors or the creditors’ committee - see Item 11.D.1). To mitigate these conflicts, NBIA’s policies and procedures seek to ensure that investment decisions are made in accordance with the fiduciary duties owed to such accounts and without consideration of NBIA’s (or such personnel’s) pecuniary, investment or other financial interests. In addition, certain side-by-side managed accounts or portfolios could, from time to time, acquire both long and short positions in securities of an issuer (i.e., “long/short” strategies). A short sale involves the sale of a security that the acquirer does not own in the expectation of purchasing the same security (or a security exchangeable therefore) at a later date at a lower price. To make delivery to the buyer, the acquirer must borrow the security, and the acquirer is obligated to return the security to the lender, which is accomplished by a later purchase of the security by the acquirer. In contrast to taking a long position in a security, when a manager sells a security short, he/she is typically doing so with the expectation that the security will decline in value. Depending on a number of conditions, including the security’s liquidity and general economic conditions, shorting a security also generally has the added consequence of adversely impacting its market price. As a result, managers who manage long/short products have conflicts of interest where they short a security in which they are also long for another client or in another product. NBIA has adopted policies and procedures that would permit such transactions only, under certain limited circumstances. For example, where sufficient liquidity exists in the market and where certain client’s positions in a particular security have yet to achieve long-term tax treatment, but the manager is otherwise pre-disposed to shorting that security, the manager would likely be permitted to engage in such transaction. Notwithstanding the above, the views and opinions of NBIA, its portfolio managers and other employees and those of its affiliates and research departments will, from time to time, differ from one another, as well as from their respective Chief Investment Officers and ISG. As a result, products managed by NBIA or its affiliates often hold securities or pursue strategies that reflect differing investment opinions or outlooks at the time of their acquisition or subsequent thereto. See Item 12.B regarding trade allocation and aggregation policies. 7.ConflictsofInterestRelatingtoEmployeeCompensationArrangements Some employees of NBIA receive a portion of the fees or other compensation received by NBIA or the Firm. In addition, most NBIA employees are registered representatives with FINRA through their affiliation with NBBD, and when in their role as NBBD Brokers, serve as relationship managers for Clients of NBIA and also receive a portion of the fees or other compensation received by NBIA or the Firm. Compensation methodology varies and is based upon a variety of factors, including but not limited to, gross or net revenue, asset or sub-asset class, and the specific investment product or investment vehicle. Given that compensation varies, an employee has an incentive to promote, recommend or allocate assets based on the compensation to be received. For example, NBIA and its employees (including NBBD Brokers) would financially benefit if a Client Account is allocated in a way that results in either NBIA or the employee receiving more compensation from investing in one product or strategy than from investing in other products or strategies. Some strategies that involve comparatively higher levels of complexity (e.g., portfolio composition or risk management) or that make use of more complicated financial instruments and financing techniques (e.g., hedging foreign currency exposure or interest rate volatility) will generally result in higher fees to NBIA, and, to those NBIA employees who promote, recommend, allocate or manage those strategies. The expenses, fees and other charges vary among asset classes or among sectors or sub-categories within an asset class. For example, the expenses, fees and other charges for equity products and services are generally higher in comparison to fixed income products and services, and the expenses, fees and other charges for emerging markets equities products and services are generally higher in comparison to U.S. core equity products and services. In addition, certain strategies are managed in a substantially similar manner across multiple investment vehicles (i.e., SMA, registered fund, private fund) and certain vehicles have higher expenses, fees and other charges. For example private funds often have higher expenses, fees and other charges than other vehicles such as SMAs or registered funds. Neuberger Berman’s private funds generally also charge other fees, including performance fees, as well as provide the Firm and selected personnel opportunities to earn returns in the private fund in the form of incentive allocations or similar arrangements. In other instances, where permitted by law, the private fund also invests in portfolio assets that utilize the services of Neuberger Berman or its employees for a fee or other compensation. In addition, certain strategies are implemented on an “overlay” basis where assets held outside of the assets managed by the portfolio manager for the strategy serve as collateral for the overlay strategies and the fees for such strategies are generally based upon target notional exposures and values. To the extent the collateral assets for such overlay strategies are invested in investment products and strategies of NBIA, the use of overlay strategies will involve incremental fees to NBIA and its employees. See also Item 10.C.1 with respect to the NB Investment Platform. Accordingly, for all of the forgoing reasons, differences in the strategies and vehicles that are included in NBIA’s advisory client accounts will likely result in differences and potentially higher or incremental fees to NBIA or its employees. To mitigate those conflicts, NBIA has policies and procedures in place and trains its employees to provide advice that is suitable and appropriate for clients and to act in the clients’ best interests. For high net worth clients, the Firm’s Asset Management Business Control Group compares the type of assets in the clients’ accounts against the investment objective provided by the client and reviews any possible discrepancies with the relevant wealth advisor or portfolio manager. Additionally, the Firm’s Asset Management Guideline Oversight group (“AMGO”) and the Firm’s Equity Administration team conduct periodic Client Account Reviews for high net worth portfolio managers. At those meetings, the portfolio management team’s holdings, performance, concentrated positions, account activity and margin exposure are reviewed across their accounts. NBIA’s policies and procedures are reinforced in the Firm’s annual training which covers relevant topics including as Know Your Customer and Suitability requirements. Please see Item 5.E and for a further discussion regarding Sales Compensation practices. please register to get more info

A. CriteriaforSelectionofBroker‐Dealers
InGeneral—BrokerageSelection Certain NBIA strategies utilize a central trading desk to execute transactions with third-party brokers for certain Client Accounts. Accordingly, where appropriate, references to NBIA in connection with trade execution in this Item 12 include the affiliates of NBIA that support the central equity trading desk. See Item 11.B.3. See also Item 4.D with respect to Wrap Program accounts, Unbundled Program accounts, and Dual Contract Program accounts.

NBIA is affiliated with NBBD, a U.S. registered broker-dealer. Most NBIA advisory personnel are registered representatives with FINRA through their affiliation with NBBD. NBBD and NBBD’s associated persons, in their separate capacities as registered representatives, effect securities transactions for clients for which they will receive separate and customary compensation. Certain employees with responsibilities for a Client Account receive a portion of the commissions paid to NBBD by the Client Account. While NBIA and its portfolio managers endeavor at all times to put the interest of NBIA’s advisory clients first as part of NBIA’s fiduciary duty, clients should be aware that the receipt of additional compensation itself creates a conflict of interest, and will likely affect the judgment of these individuals when making advisory/investment recommendations.

With respect to those Client Accounts for which NBIA has discretion to purchase and sell securities (or strategies, as applicable) and to select the broker-dealer, NBIA looks to the overall quality of service provided by the broker and will consider many factors when making a selection for execution. It is NBIA’s policy to use its best efforts to obtain the best price on every trade given all the relevant circumstances. However, in addition to price, traders also consider the size of the transaction, liquidity of both the security and the market, the broker’s ability to provide or find liquidity, time limitations, or confidentiality of the transaction. In addition, NBIA can consider research and other services in making brokerage decisions (See “ResearchandOtherSoftDollar Benefits” in this Item 12.A). Accordingly, Clients may be able to obtain more favorable brokerage commission rates elsewhere. NBIA will also utilize electronic trading networks when they can provide liquidity and price improvement over and above what is available through traditional methods for execution.

NBIA has selected one or more firms to serve as prime broker (“PrimeBroker”) to hold the funds and securities of any Private Fund, and certain Separate Accounts will establish a prime- brokerage relationship. The Prime Broker also executes transactions on behalf of certain Private Funds and Separate Accounts, consistent with the principles of best execution. Specific trades are “traded away,” where trades are executed through brokers other than the Prime Broker in order to gain access to greater inventory or better price or execution. NBIA has selected Prime Brokers it believes will provide specific services beneficial to a Private Fund, allowing the Private Fund to operate more effectively and efficiently by, for example, providing NBIA with electronic access to account information and trade confirmations and bulk mailing of statements to investors. Clients who elect to trade on margin will enter into a separate agreement directly with the clearing agent. Clients should refer to the agreement with their clearing agent for all terms and conditions of the margin arrangement, including all related fees and expenses. See Item 12.B for information on trade allocation procedures. ResearchandOtherSoftDollarBenefits Soft dollars refers to the practice of using a portion of the commissions generated when executing client transactions to acquire research and brokerage services from broker-dealers. In general, NBIA’s soft dollar activity relates to its equity trading; NBIA does not generally direct soft dollar credits for fixed income transactions to individual brokers or dealers on behalf of its clients. UseofSoftDollars:Where applicable, NBIA considers research and other services as a factor in making brokerage decisions and, as it deems appropriate, use a portion of the commissions generated when executing client transactions (commonly referred to as “soft dollars”) to acquire research and brokerage services (“softdollarbenefits”) in a manner consistent with the “safe harbor” provided by Section 28(e) of the Securities Exchange Act of 1934, as amended. Under the safe harbor, as it has been interpreted by the SEC, NBIA is permitted to use soft dollars to pay for soft dollar benefits, even where such benefits are also be available for cash, to the extent appropriate and permitted by law and other global jurisdictional requirements, when such benefits assist NBIA in meeting clients’ investment objectives or in managing Client Accounts.

The use of soft dollars to receive research and services benefits NBIA by allowing NBIA, at no cost to it, to (i) supplement and enhance its own research and analysis activities, (ii) receive the views and information of individuals and research staff of other securities firms, and (iii) gain access to persons having special expertise on certain companies, industries, areas of the economy and market factors. Subject to NBIA’s policies and procedures, NBIA takes into account the value of permissible soft dollar benefits provided by a broker-dealer, as long as such consideration is not inconsistent with the objective of seeking best execution for client transactions. From time to time, clients will pay a higher commission rate than the rate that would be charged solely for execution to a broker-dealer in recognition of such soft dollar benefits.

When appropriate under its discretionary authority and consistent with the duty to seek best execution, NBIA can execute brokerage transactions for Client Accounts through broker-dealers who provide NBIA with useful soft dollar benefits and pay to those broker-dealers an amount or rate of commission that is higher than might have been paid absent the receipt of soft dollar benefits. NBIA selects broker-dealers based on its assessment of each broker-dealer’s ability to provide quality executions and its belief that the research, information and other services provided by such broker-dealer could benefit Client Accounts. Often, it is not possible to place a dollar value on the quality of executions or on the soft dollar benefits NBIA receives from broker- dealers effecting transactions in portfolio securities. Accordingly, broker-dealers selected by NBIA could be paid commissions for effecting portfolio transactions for Client Accounts in excess of amounts other broker-dealers would have charged for effecting similar transactions, if NBIA determines in good faith that such amounts are reasonable in relation to the value of the soft dollar benefits provided by those broker-dealers, viewed either in terms of a particular transaction or NBIA’s overall duty to discretionary accounts. From time to time, NBIA uses “step outs” or “commission sharing arrangements” to obtain soft dollar benefits. A step out occurs when NBIA directs a broker-dealer, who executes a trade, to allocate (or “step out”) a portion of the trade to another broker-dealer for clearance and settlement. NBIA primarily uses step outs for block trades and believes that this practice assists in seeking best execution.

In commission sharing arrangements, NBIA effects transactions, subject to best execution, through a broker and requests that the broker allocate a portion of the commission or commission credits to a segregated “research pool” maintained by the broker. NBIA then directs such broker to pay for eligible products and services. Participating in commission sharing arrangements will likely enable NBIA to (1) strengthen its key brokerage relationships; (2) consolidate payments for eligible products and services; and (3) continue to receive a variety of high quality eligible products and services while facilitating best execution in the trading process.

NBIA also can, in its discretion, elect to pay cash for soft dollar items.

AllocationofSoftDollarResearch: Research obtained with soft dollars will not always be utilized by NBIA for the specific Client Account or Accounts that generated the soft dollars. It should be noted that the value of many soft dollar benefits cannot be measured precisely, and commissions paid for such services cannot always be allocated to clients in direct proportion to the value of the services to each client. Because, as discussed in Item 12.B, NBIA will aggregate or “bunch” certain client transactions, brokerage commissions attributable to one or more Client Accounts could be allocated to brokers who provide statistical data and research used by NBIA in managing other Client Accounts.

A factor in the allocation of brokerage is NBIA’s evaluation of the quality of the brokers’ research, meaning the extent to which such brokerage benefits some or all accounts. For purposes of evaluating such research, points are awarded in several categories and the allocation to brokerage business is made based upon the number of points each broker receives. Research is often received on an unrequested basis from brokers who are not awarded points. Often research received from others is not used. Brokers who are not being awarded points for research are nonetheless sometimes used in the interest of securing best execution.

Commissions paid by one Client Account would, in effect, subsidize services that benefited another Client Account. However, any distortions should balance out over time as NBIA believes that its various sources of research and brokerage services enable NBIA to make better investment decisions and execute more effective trades. Therefore, NBIA does not usually attempt to allocate the relative costs or benefits of research or brokerage services among Client Accounts. Additionally, each portfolio management team sets a budget estimating the spending on research for the team over the upcoming quarter that is monitored against the research commissions generated by that portfolio management team’s clients. NBIA believes that, in the aggregate, the services it receives benefit clients and assists NBIA in fulfilling its overall fiduciary duty to clients. From time to time, NBIA receives directives from certain clients to make a “best effort” attempt to transact business with a client-designated broker in consideration of services received solely by that client from the broker. In such instances, only the particular client’s own soft dollars are used. Unless contrary written instructions are provided by the client, primary consideration is still given to seeking best execution of such transactions. TypesofSoft‐DollarProductsandServices: Research services provided by a broker-dealer can be either proprietary (created and provided by the broker-dealer, including tangible research products as well as access to analysts and traders) or third party (created by a third party but provided by the broker-dealer). NBIA can use soft dollars to acquire either type of research and any permissible brokerage services. NBIA has received the following soft-dollar products and services during the last fiscal year: current and historical data concerning particular companies, industries and the financial economy as a whole, as well as information and analysis thereof, technical and statistical studies and data dealing with various investment opportunities, risks and trends, and analysis involving special situations.

DirectedBrokerageforSoftDollarServices:In limited circumstances, it is possible that NBIA will enter into an agreement or understanding with a broker-dealer that would obligate NBIA to exclusively direct a specific amount of brokerage transactions or commissions to the broker- dealer in return for research (or brokerage) services. In some cases, NBIA will enter into a commission sharing arrangement pursuant to which soft dollars generated are held in an account for the benefit of NBIA, and credits from that account will be used to acquire soft dollar items.

BrokerageforClientReferrals NBIA does not enter into agreements with, or make commitments to, any broker-dealer that would bind NBIA to compensate that broker-dealer, directly or indirectly, for client referrals (or sale of fund interests) through the placement of brokerage transactions. In accordance with Rule 12b-1(h) promulgated under the Investment Company Act and the NB Registered Funds’ Directed Brokerage Policy, the NB Registered Funds do not select brokers to execute transactions in an NB Registered Fund, or direct commissions to brokers, in consideration of fund distribution. The policy also requires that NBIA never allocate commissions to a broker in return for “shelf space” for the NB Registered Funds, for exposure of NB Registered Funds to the broker’s sales force or clients, or for any other arrangement that is designed to support or promote the broker’s sales of NB Registered Funds. DirectedBrokerage;SelectionofBrokers Certain clients of NBIA have elected to use a specific broker-dealer for securities transactions in their account. To the extent NBIA is required to direct some or all of the trades for such account to a specific broker-dealer, NBIA does not have any role in, and does not have any responsibility for, client’s selection of this broker-dealer. NBIA does not have any control over the broker’s services, including commissions charged by such broker, and the nature and quality of executions provided by such broker. As such, NBIA cannot ensure in any given transaction for these accounts that it will be able to obtain the best price. For example, NBIA can elect to purchase a security on behalf of certain of its Separate Accounts at a broker that NBIA believes can execute the trade faster than the broker selected by the directed brokerage account. The purchase of the security for the undirected Separate Accounts could raise the price of the security before the broker for the directed account could execute its purchase of the security. This price impact could result in the directed brokerage account paying more than it otherwise would have had the account's order been aggregated with the Separate Account’s order. In addition, a client's selection of another broker could result in the client not receiving certain benefits afforded NBIA’s clients for whom NBIA does select brokerage. Those benefits include potential efficiencies in execution, clearance and settlement resulting from, among other things, the bunching of orders for various clients (see Item 12.B).

To the extent a client elects to use a specific broker-dealer for securities transactions in its account, but NBIA retains discretion in selecting the broker-dealer, NBIA will endeavor to use the selected broker but generally has no obligation to use the broker-dealer if, in NBIA’s judgment, the use of the broker-dealer would not be consistent with NBIA’s fiduciary obligations to obtain best execution or where NBIA is not confident of the selected broker-dealer's execution capability for a particular transaction. Therefore, NBIA does not accept any responsibility for not using the broker selected by a client on any such transactions in which NBIA does not allocate the brokerage to that broker. NBIA could use step outs for client recapture purposes in order to mitigate dispersion and achieve best execution.

See Item 5.C for information regarding the execution of transactions through the Program Sponsor or designated broker for Wrap Program Clients, Unbundled Program Clients and Dual Contract Clients. OtherFeesinConnectionwithTrading In an effort to achieve best execution of portfolio transactions, NBIA often trades securities for Client Accounts by utilizing electronic marketplace or trading platforms. Some electronic systems impose additional service fees or commissions. In some cases, NBIA will pay these fees directly to the provider of the service, and in other cases, these fees will be included in the execution price of a security. NBIA’s intention is that it will only use such systems and incur such fees if it believes that doing so helps it to achieve best execution for the applicable transaction, taking into account all relevant factors under the circumstances. For example, NBIA could consider the speed of the transaction, the price of the security, the research it receives and its ability to effect a block transaction. TradeErrors NBIA has adopted policies and procedures for correcting trade errors. Errors can result from a variety of situations involving portfolio management (e.g., inadvertent violation of investment restrictions) and trading (e.g., miscommunication of information, such as wrong number of shares, wrong price, wrong account, calling the transaction a buy rather than a sell and vice versa, etc.) (collectively, “ImproperTrades”). The policies and procedures require that all errors affecting a Client Account be resolved promptly and fairly. Under certain circumstances, the policy provides that trades can, where appropriate, be cancelled or modified prior to settlement. The intent of the policy is to restore a Client Account to the appropriate financial position considering all relevant circumstances surrounding the error. The policy deems certain Improper Trades executed by the Principal Strategies Group for the Private Fund and certain Separate Accounts it manages as outside the policy.
B. AggregationofOrders/AllocationofTrades
Aggregation: There will be occasions when NBIA decides to purchase or sell the same security or financial instrument for several Clients Accounts at approximately the same time (including Separate Accounts and certain fee-paying employee accounts, Private Funds, Non-U.S. Registered Funds, NB Registered Funds and Sub-Advised Accounts). While NBIA is not obligated to do so, in some cases, NBIA will combine or “bunch” such orders in order to secure certain efficiencies and results with respect to execution, clearance and settlement of orders. Similarly, in some cases, NBIA will elect to combine Client Account orders with orders entered for the same security for clients of its Affiliated Advisers (“AffiliateAccounts”). NBIA is not obligated to include any Client Account in an aggregated trade. Transactions for any Client Account will not be aggregated for execution if the practice is prohibited or inconsistent with that client’s investment advisory agreement.

While NBIA effects trades in this manner to reduce the overall level of brokerage commissions paid or otherwise enhance the proceeds or other benefits of the trade for its clients, NBIA also directs transactions to brokers based on both the broker’s ability to provide high quality execution and the nature and quality of research services, if any, such brokers provide to NBIA. As a result, NBIA clients will not always pay the lowest available commission rates, so long as NBIA believes that they are obtaining best execution under the circumstances, taking into account the soft dollar benefits provided.

The aggregation of orders could lead to a conflict of interest in the event an order cannot be entirely fulfilled and NBIA is required to determine which accounts should receive executed shares and in what order. NBIA will generally endeavor to aggregate and allocate orders in a manner designed to ensure that no particular client or account is favored and that participating Client Accounts and Affiliated Accounts are treated in a fair and equitable manner over time. NBIA will receive no additional compensation or remuneration of any kind as a result of the aggregation of client trades; rather, to the limited extent it is applicable, commissions will be charged at a rate as though the trades had not been aggregated. NBIA will act in a manner it believes is fair and equitable for its clients as a group when bunching and price averaging. AllocationofInvestmentOpportunities: NBIA serves as investment adviser for a number of clients and face conflicts of interest when allocating investment opportunities among its various clients (and Affiliate Accounts). For example: (i) NBIA receives different management or Performance Fees from different clients; and (ii) NBIA and its affiliates, and certain of its owners, officers and employees invest substantial amounts of their own capital in certain collective vehicles (including the Private Funds) in which clients also invest. The majority of NBIA’s clients pursue specific investment strategies, many of which are similar. NBIA expects that, over long periods of time, most clients pursuing similar investment strategies will experience similar, but not identical, investment performance. Many factors affect investment performance, including: (i) the timing of cash deposits and withdrawals to and from an account; (ii) the fact that NBIA does not always purchase or sell a given security on behalf of all clients pursuing similar strategies; (iii) price and timing differences when buying or selling securities; and (iv) the clients’ own different investment restrictions. NBIA’s trading policies are designed to minimize possible conflicts of interest in trading for its clients.

NBIA considers many factors when allocating securities among clients, including the client’s investment objectives, applicable restrictions, the type of investment, the number of shares purchased or sold, the size of the account, and the amount of available cash or the size of an existing position in an account. The nature of a client’s investment style could exclude it from participating in many investment opportunities, even if the client is not strictly precluded from participation based on written investment restrictions. Clients are not assured of participating equally or at all in particular investment allocations. For example, as noted in Item 4.B., certain advisory clients are not eligible to receive shares of IPOs or invest in certain Private Investments. Similarly, the Advisers Act prohibits certain Registered Funds from participating in certain transactions with certain of its affiliates and from participating in “joint” transactions alongside certain of its affiliates. The prohibition on “joint” transactions will limit the ability of the Registered Fund to participate alongside its affiliates in privately negotiated transactions unless the transaction is otherwise permitted under existing regulatory guidance, and will reduce the amount of privately negotiated transactions that the Registered Fund can participate.

NBIA seeks to enter client trade orders in a fair, orderly, and equitable manner. To achieve this, NBIA typically enters client orders on a rotational basis through its various internal business lines, such as Private Wealth Management, institutional (which includes Registered Funds where applicable), and Program accounts, including Model Portfolio Program accounts administered by the managed account group (“MAG”). A consequence of this rotation is that, on any given day, Client Accounts of different business lines – which have different places in that day’s rotation - are likely to receive different execution prices and can experience different rates of return.

Investment Style Sub-Rotation: Within the MAG line of business spot in the firm-level trade rotation, there is a sub-rotation among all sponsor firms associated with a specific investment style. As such, within a particular applicable investment style, the MAG team buckets the sponsor firms into the following four groups: (group 1) Individual Separately Managed Account (“SMA”) Firms (for sponsor firms with significant assets in that investment style); (group 2) Grouped SMA Firms (where sponsor firms with minimal assets in that investment style are grouped together for purposes of the rotation); (group 3) Intra- day Unified Managed Account (“UMA”)/Model Firms (for firms in model-delivery programs that accept and execute intra-day orders without restrictive trading cutoff times or other limiting factors); and (group 4) Variable Trading UMA/Model Firms (for firms in model- delivery programs that have restrictive trading cutoff times or other limiting factors and are therefore unable to fully honor and execute intra-day orders within the same trading day). The MAG team rotates order entry or trade recommendation delivery among groups 1, 2 and 3. When it is the Individual SMA Firms’ (group 1) or Intra-day UMA/Model Firms’ (group 3) place in the MAG rotation, the MAG team rotates order entry or trade recommendation delivery among sponsor firms. When it is the Grouped SMA Firms’ (group 2) place in the rotation, the MAG team enters orders or delivers recommendations for the various sponsor firms’ accounts concurrently. In certain cases, however, at NBIA’s discretion, NBIA will work orders typically subject to a rotation among sponsor firms concurrently or will aggregate like orders and trade away from a sponsor firm in an effort to expedite or establish additional controls on order execution when NBIA believes that it is in the best interest of the order to do so. Additionally, where certain sponsor firms have agreed to receive trade recommendations outside of the MAG team’s stated rotational process (group 4) due to the configuration of their programs, the MAG team takes steps to ensure that any such arrangement is fair and equitable to all programs.

AllocationofNewIssues: NBIA attempts to allocate limited investment opportunities, including new issues, among clients in a manner that is fair and equitable when viewed over a considerable period of time and involving many allocations. NBIA maintains policies and procedures to allocate securities in new issues and secondary offerings. The factors taken into account in allocating fixed income new issues include whether the account’s investment objectives fall primarily within the market capitalization of the issuer of securities to be allocated, cash available and legal restrictions on the account. With respect to allocation of equity new issues, NBIA has adopted procedures whereby portfolio managers who actively participate in the syndicate process will receive a larger proportion of the shares than those received by other portfolio managers. Other factors taken into account in allocating shares of equity new issues include investment guidelines or restrictions on the account. Once those requirements are met, the securities are generally allocated on a proratabasis based on the assets under management of each account. International Equity Strategy Considerations: NBIA manages distinct international equity strategies that purchase the securities of non-U.S. issuers in two types of accounts: those that are permitted to purchase only ADRs, and those that purchase securities traded in local markets as well as ADRs. In order to reduce the probability of marketplace disruptions and at the discretion of each portfolio manager, international equity accounts that are permitted to purchase either securities in the local market or ADRs could receive priority over those accounts that are permitted to purchase only ADRs. We believe that this trading methodology should result in better overall execution quality for all clients, but cannot assure this outcome. As a result of receiving priority, it is possible that clients whose accounts are able to purchase both local securities and ADRs will achieve superior performance compared to those clients whose accounts are able to purchase only ADRs. * * * * * * * The Legal and Compliance Department, in conjunction with AMGO is responsible for monitoring and interpreting these policies. Any exceptions to these policies require the prior approval of the Legal and Compliance Department. please register to get more info

A. PeriodicReviews
NBIA’s portfolio managers review accounts on a periodic basis, consistent with an account’s needs. Certain accounts require daily review, while others require less frequent review. In reviewing accounts, portfolio managers take into consideration both client objectives and goals, and the manager’s investment thesis for the total portfolio, as well as for particular securities and other assets. With respect to Private Wealth Management Accounts, the client assets within each Separate Account for which NBIA serves as the discretionary investment adviser will be monitored on a continuous basis. With respect to PWM, NBIA will monitor the allocation of client assets across strategies on at least a quarterly basis. Portfolio managers and traders are responsible for ensuring that the portfolio is in compliance with internal guidelines, as well as guidelines established by the client. As such, the investment professionals responsible for trading are the first step in maintaining compliance with investment guidelines and investment policy. Because portfolio managers can access online portfolio data, which is updated daily for each portfolio, they are able to “drill down” from sector to individual security in order to assess compliance with client guidelines. While NBIA looks to the portfolio managers as the first step in the compliance process, NBIA recognizes the need for additional, independent oversight. AMGO serves as an independent supervisory group responsible for ensuring that portfolios are managed in accordance with investment guidelines, and, among other things, reviews daily option trading. In addition, members of Firm’s Asset Management Business Control group (AMBC) review, among other things, new account forms for suitability and account update forms including changes to investment objectives. The number of Client Accounts supervised by each portfolio manager varies depending upon a particular manager’s workload and can change from time to time. Some portfolio managers are responsible for managing Separate Accounts, Private Funds, NB Registered Funds, Sub-Advised Accounts, Wrap Program accounts, Unbundled Program accounts, or Dual Contract Program accounts and Non-Discretionary Accounts of NBIA or an Affiliated Adviser. The process relating to the review of the accounts of an affiliated advisory firm would be governed by the policies of such affiliate. In addition to the practices outlined above, the Firm’s Legal and Compliance Department reviews transactions for possible conflicts and adherence to the Code of Ethics and regulatory obligations, on a daily basis. This includes reviews of trade data and exception reports, which are generally conducted by one of several compliance analysts. Topics covered in the review include front running and trading on the basis of material, non-public information. With respect to WA Clients, none of NBIA or its affiliates are under any obligation to review or monitor a WA Client’s situation on an ongoing basis, or update any advice given to a client with the original plan.
B. Non‐PeriodicReviews
Other than the periodic review of accounts described above, certain account anomalies will trigger non-periodic reviews of Client Accounts.
C. ClientReports
SeparateAccountsandNon‐DiscretionaryAccounts— NBIA will provide periodic reports to its Separate Account and Non-Discretionary Account clients regarding the status of their accounts based on the needs of the individual client. Such reports vary among client accounts based on size and type of account or client. Clients will generally also receive reports from their respective Qualified Custodians no less frequently than quarterly. When required by the client, confirmations are sent to such client on the next business day following the execution of a transaction in the client’s account. Statements are also sent each month in which there is activity in the account. In addition to the reports described above, many clients periodically meet with their NBIA representative. Private Funds— Investors in Private Funds receive such reports as described in the Private Fund’s Offering Memorandum (or as otherwise negotiated with NBIA). Generally, annual audited financial statements of the Private Fund will be prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and distributed to investors. Investors generally also receive monthly or quarterly reports containing information on the Private Fund’s portfolio holdings, valuation of their interests in the Private Fund and cash distributions. Some of these reports include or are accompanied by information with respect to the performance of the Private Fund, other information about the investor’s account and general market information. Private Fund investors will also receive certain tax-reporting information (e.g., Form K-1). NBRegisteredFunds— NB Registered Fund investors receive such reports as are required by the Investment Company Act or other applicable laws and regulations. In addition, NBIA provides reports to each NB Registered Fund’s Board of Trustees/Directors/Managers, as they request and as required by the Investment Company Act. NBIA often relies on information provided by third parties in preparing reports, and a third party often assists in preparing or distributing reports. To the extent reports include or rely upon information from a source other than NBIA (e.g., benchmark information when a report includes a comparison of an account’s performance to one or more benchmark indices), NBIA attempts to obtain such information from reliable sources; however, the accuracy of such information cannot be guaranteed. Some reports also include or rely upon fair value determinations made by NBIA or a third party. While such valuations are made in good faith, their actual or empirical accuracy cannot be guaranteed. NBIA, in its discretion, will, from time to time, provide more frequent reports or more detailed information to all or any of its clients. Sub‐AdvisedAccounts— NBIA coordinates with Sub-Advised Account clients or their permitted designees to provide periodic reviews and reporting to the client or investors as required. Clients and investors in a sub-advised fund receive such reports as required by the investment adviser as provided in the applicable sub-advisory agreement and as required by applicable law or regulation. WrapandRelatedProgramAccounts— Wrap Program Clients and Unbundled Program Clients receive such reports as provided by the Program Sponsors or designated brokers. Wrap Program Clients and Unbundled Program Clients should refer to each Program’s disclosure document for additional information about the reports provided to Program participants. Dual Contract Clients’ financial advisers can request to receive reports substantially similar to such reports as NBIA provides to its clients as required by applicable law or regulation, based on the needs of individual Dual Contract Clients, and generally will also receive reports from the Program Sponsors or designated brokers. Such reports vary among Dual Contract Clients’ accounts based on size and type of account or client. In some cases, NBIA will also make custom supplemental reporting available for certain Dual Contract Clients and Program Sponsors. please register to get more info

A. CompensationbyNon‐Clients
Not Applicable.
B. CompensationforClientReferrals
Subject to applicable law, certain employees of NBIA and its affiliates are eligible to earn an account referral commission for referring a potential client to NBIA that engages NBIA to provide investment management services. In addition, from time to time, in accordance with applicable law, NBIA retains and compensates third parties for introducing new clients to NBIA. See Item 5.E. From time to time, in accordance with applicable law, NBIA will enter into referral arrangements with financial intermediaries, including participation in third-party programs such as Fidelity Wealth Advisor SolutionsSM, for the purpose of introducing new investment advisory clients to NBIA. Under these referral arrangements all referral parties are independent contractors and the compensation paid to such parties generally represents a percentage of the management and Performance Fees (if any) paid by the client to NBIA. Clients often pay a higher fee than they would otherwise pay due to the referring party’s involvement in the introduction. In addition to referrals from external sources, NBIA employees are eligible, in some instances and subject to applicable law, to earn an account referral commission for referring a potential client that engages NBIA to provide investment management services. Referral arrangements give rise to conflicts of interests given that the referring party has a financial incentive to introduce new investment advisory clients to NBIA. With respect to PWM and the NB Investment Platform, it is possible that Client Accounts that are subject referral arrangements with intermediaries will not be able to invest in Third-Party Separate Accounts, Third-Party Mutual Funds, or other strategies otherwise available through PWM or the NB Investment Platform. NBIA’s participation in these referral arrangements does not diminish its fiduciary obligations to its clients. Consistent with its obligations under the Advisers Act, NBIA provides disclosures for the referral parties to distribute to potential clients relating to the applicable referral arrangement. Consultants NBIA sponsors educational events where its representatives meet with consultants, broker- dealers, and other financial intermediaries (collectively “FinancialIntermediaries”), or their clients. NBIA often charges a participation fee or pays for some of all of the expenses of the participants. NBIA also participates in educational programs sponsored by Financial Intermediaries. NBIA sometimes pays a fee to participate in such programs. Both of these types of events provide NBIA with an opportunity to meet with Financial Intermediaries or their clients. Any fees paid by NBIA are from its own resources, which include the management fees received from its clients. Clients should confer with their Financial Intermediaries regarding the details of the payments their Financial Intermediaries receive from NBIA. In addition, NBIA and its affiliates actively seek to educate Financial Intermediaries in connection with the Firm’s registered fund business. NBIA benefits from such activity as it advises NB Registered Funds. please register to get more info

SeparateAccounts,Non‐DiscretionaryAccounts Generally, neither NBIA nor its affiliates will maintain physical possession of the funds or securities that a client maintains in a Separate Account or Non-Discretionary Account. The assets in an Institutional Account or Non-Discretionary Account typically are deposited with a Qualified Custodian selected by the client. Under the investment management agreement, NBIA generally invoices the Institutional Account or Non-Discretionary Account clients (other than Platform Clients) and the clients direct its Qualified Custodian to pay NBIA. Private Wealth Management Accounts to which NBBD serves as broker-dealer (including accounts on the Non-Discretionary Investment Platform) are typically introduced by NBBD to its clearing firm, currently National Financial Services LLC, which serves as the client’s Qualified Custodian. In limited circumstances, NBIA will be deemed to have “constructive” custody due to certain control it could have over a client’s custodial account with a Qualified Custodian. The Qualified Custodian will send quarterly, or more frequently, account statements directly to the client. Clients should carefully review those statements. NBIA provides quarterly (or more frequent) account statements to its clients. Clients should carefully read and compare any account statements received from NBIA against account statements received from their Qualified Custodian. PrivateFunds With the exception of certain privately offered securities, neither NBIA nor its affiliates will maintain physical possession of the funds, securities or other assets of any Private Fund. Physical custody of the assets of a Private Fund will be maintained with a Qualified Custodian selected by NBIA, an affiliate or the third-party adviser to such Private Funds (as applicable), in its exclusive discretion, which selection changes from time to time generally without the consent of investors in the Private Fund. Certain Private Funds have “prime brokerage” arrangements with certain Prime Brokers. For a Private Fund with a prime broker arrangement, a substantial amount of the brokerage transactions will likely be effected through the Prime Broker. Through this arrangement, the Prime Broker performs the following functions, among others: (1) arrange for the receipt and delivery of securities bought, sold, borrowed and lent; (2) make and receive payments for securities; (3) maintain physical possession and custody of cash and securities; and (4) deliver cash to the Private Fund’s bank accounts. The Prime Broker will generally maintain physical possession or custody of a certain portion of the Private Fund’s assets. Although NBIA or its affiliates will generally not have physical possession or custody of any Private Fund assets, under Rule 206(4)-2 of the Advisers Act (the “CustodyRule”), an adviser has “constructive” custody if it has the authority to possess client assets by withdrawing funds on a client’s behalf. With respect to affiliated Private Funds, NBIA or its affiliates, by virtue of acting as general partner or managing member of such fund or similar capacity, has the authority to withdraw funds or securities from the Private Fund. Accordingly, NBIA is deemed to have “constructive “custody over the assets in an affiliated Private Fund. In order to comply with the Custody Rule, generally these affiliated Private Funds undergo an annual audit performed by an independent accounting firm registered with, and subject to inspection by, the Public Company Accounting Oversight Board (PCAOB). The audited financial statements, prepared in accordance with GAAP, are distributed to all investors in each Private Fund within 120 days of the end of the fund’s fiscal year for its direct trading accounts and 180 days of the end of the fund’s fiscal year for its fund-of-funds accounts. NBRegisteredFunds Neither NBIA nor its affiliates maintain physical possession of the assets of any NB Registered Fund, including any securities. The assets of each NB Registered Fund are held in an account of a Qualified Custodian in accordance with the requirements of the Investment Company Act. Sub‐AdvisedAccounts Sub-Advised Accounts are custodied in accordance with the particular type of client (e.g., Separate Accounts, Private Funds, Third-Party Mutual Funds, and Non-U.S. Registered Funds). WrapandRelatedProgramAccounts NBIA does not maintain physical possession of the funds or securities in Wrap Program accounts, Unbundled Program accounts, or Dual Contract Program accounts. The assets in a Program account or Dual Contract Program account are typically custodied with the Program Sponsor or a designated broker that is a Qualified Custodian selected by the Program Sponsor, Unbundled Program Client or Dual Contract Client. In these cases, NBIA’s services do not include participation in the selection of the Qualified Custodian, the structuring of custody arrangements, or supervision of the Qualified Custodian. NBIA assumes no liability with respect to the acts, omissions or other conduct of the Qualified Custodian of the Program Sponsor or client. If the Qualified Custodian invests otherwise uninvested cash in a client’s custodial account, NBIA does not participate in such investment decisions and is not liable with regard to such investments. please register to get more info

Discretionary Subject to any investment guidelines or instructions communicated by a client to NBIA from time to time, NBIA enters into investment management agreements, sub-advisory agreements or contractual agreements with its clients that give NBIA authority, without obtaining specific client consent, to buy, sell, hold, exchange, convert or otherwise trade in any securities (including equity and fixed income), loans and other financial instruments, including derivatives. With respect to Discretionary PWM, NBIA also has discretion to select the strategies in which client invests , which strategies include Third-Party Separate Accounts, Proprietary Separate Accounts, CITs, NB Mutual Funds, Third-Party Mutual Funds and ETFs. NBIA also has discretion to choose the broker- dealer(s) to be used and the commission rates paid unless the client instructs otherwise. NBIA’s discretionary authority is derived from an express grant of authority under each client’s investment advisory agreement with NBIA, each sub-advisory agreement for a Sub-Advised Account and contractual arrangements with the Private Funds. With respect to a number of such agreements, NBIA is also given the authority to execute agreements or other documents on behalf of the client to effectuate NBIA’s duties under the investment management agreement. In addition, NBIA’s discretionary authority generally allows NBIA to exercise any right incident to any securities or other assets (e.g., the right to vote) held in the account and to issue instructions to the client’s custodian for the account for such purposes, as NBIA deems necessary and appropriate in the management of the account. From time to time, NBIA is engaged to provide limited investment management services such as liquidating a client account. See Item 4.C. Purchases and sales must be suitable for the particular client and limitations are sometimes imposed as a result of instructions from the client through investment guidelines or other writings. Some Clients limit NBIA’s authority by prohibiting or limiting the purchasing of certain securities or other assets or industry groups. In addition, some clients further limit NBIA’s authority by restricting the use of certain brokers or by requiring that a portion of client’s transactions be executed through the client’s designated broker. See Item 12.A. If a client restricts the use of certain brokers or directs some or all of its trades to particular brokers, it is possible that the client will receive a less advantageous price or execution on its securities trades than other clients that do not place restrictions on the use of certain brokers or direct execution to particular brokers. From time to time, the Firm, itself, places restrictions on trading in certain securities or other assets in Client Accounts. Legal or regulatory considerations or Firm risk management policies will necessitate that the Firm restrict trading in certain issuers. Limitations will also be imposed when the purchase of a security, when aggregated with positions in such security held by NBIA for itself, by insiders, and by other clients, would exceed applicable law or NBIA’s self-imposed rules with regard to maximum size of positions in a security. NBIA will not be able to trade in any securities on the Firm restricted list on behalf of any client accounts, except with approval by the Firm’s Legal and Compliance Department. For example, pursuant to the Firm’s policies and procedures on the handling of material non- public information, when the Firm is in possession of material non-public information related to a publicly-traded security or the issuer of such security, whether acquired unintentionally or otherwise, in general, neither the Firm nor its personnel are permitted to render investment advice as to, or otherwise trade or recommend a trade in, the securities of such issuer until such time as the information that the Firm has is no longer deemed to be material non-public information. As such, there are circumstances which could prevent the purchase or sale of securities for Client Accounts for a period of time. See Item 11.D.1. Non‐Discretionary NBIA provides non-discretionary investment management services to institutional and individual clients, including those like Non-Discretionary PWM, where it is required to consult with a client before effecting any transactions for the client’s account. In some situations, NBIA simply provides non-binding investment advice in the form of written investment analyses on specific securities with no execution involvement. In addition, with respect to the NB Investment Platform, NBIA selects the strategies and investment vehicles that are available through the NB Investment Platform and can establish limitations or other parameters relating to the inclusion of strategies in the platform, and NBBD Brokers (most of whom are also NBIA employees) select the strategies and investment vehicles to include in proposals for the Client’s consideration. However, ultimately, the Client has the sole discretion as to the strategies and investment vehicles in which to invest (including the specific allocation to be invested in each). Please refer to “Non‐DiscretionaryandConsultingServices;InvestmentPlatform” in Item 4.B for a discussion of Non-Discretionary Accounts and the NB Investment Platform. With respect to certain Separate Account clients, while NBIA has ongoing responsibility to select securities or other investments that are purchased or sold for the client’s account, at the client’s request, in some situations, NBIA will be required to consult with the client before effecting any such purchases or sales for the client’s account. In addition, from time to time existing Private Wealth Management Account clients will direct NBIA or its affiliate, NBBD, to purchase or sell securities on their behalf in a Client-Directed Transaction. In each such case, neither NBIA nor NBBD will assume investment advisory responsibility for such transactions or holdings. The client is the final decision maker on all buy, sell and hold decisions with respect to these transactions and holdings. WrapandRelatedProgramAccounts Please refer to Item 4.D. for a discussion of NBIA’s discretionary authority for Wrap Program accounts, Unbundled Program accounts and Dual Contract Program accounts, and for a discussion of NBIA’s non-discretionary investment management services under Model Portfolio Programs. please register to get more info

NBIA generally has voting power with respect to securities in all of its accounts (including the proprietary accounts in the NB Investment Platform and PWM), other than Non-Discretionary Accounts. With respect to some Separate Accounts and Sub-Advised Accounts (including some of the proprietary accounts in the NB Investment Platform and PWM), the client has not delegated voting power to NBIA. NBIA has implemented written Proxy Voting Policies and Procedures (the “ProxyVotingPolicy”) that are designed to reasonably ensure that NBIA votes proxies prudently and in the best interest of its advisory clients for whom NBIA has voting authority. The Proxy Voting Policy also provides for the process by which proxy voting decisions are made, the handling of material conflicts, the disclosure of the Proxy Voting Policy to clients, the maintenance of appropriate books and records relating to proxies, and proxy voting guidelines for common proxy proposals. NBIA generally votes proxies with a view to enhancing the value of the shares of stock held in the advisory accounts. The financial interest of its clients is the primary consideration in determining how proxies should be voted. As a general rule, NBIA will vote all proxies relating to a particular proposal the same way for all advisory accounts holding the security in accordance with the proxy voting guidelines set forth in the Proxy Voting Policy, unless a client specifically instructs NBIA in writing to vote such securities otherwise. The Neuberger Berman Governance and Proxy Voting Committee (“Proxy Committee”) is responsible for developing, authorizing, implementing and updating the Proxy Voting Policy, administering and overseeing the proxy voting process, and engaging and overseeing any independent third party vendors as voting delegates to review, monitor and/or vote proxies. In order to apply the Proxy Voting Policy in a timely and consistent manner, NBIA utilizes Glass, Lewis & Co. LLC (“GlassLewis”) to vote proxies in accordance with NBIA’s voting guidelines or, in instances where a material conflict has been determined to exist, in accordance with the voting recommendations of Glass Lewis. For sustainable equity clients, NBIA has adopted sustainable equity voting guidelines. In the event the sustainable equity voting guidelines do not address how a proxy should be voted, the proxy will be voted in accordance with the Glass Lewis recommendations.

NBIA has adopted proxy voting policies and procedures for the Principal Strategies Group (“PSG”) that are intended to facilitate the objectives of its investment strategies, which can be dependent on the outcome of stockholders’ votes. These policies and procedures provide that the Proxy Committee has a more limited role as it relates to PSG’s voting decisions than it has for other NBIA investment teams. The PSG policies and procedures generally provide that proxies will be voted in accordance with Glass Lewis’s recommendations with respect to routine matters; however, in certain circumstances, both routine and non-routine, a PSG portfolio manager could determine that it is appropriate to vote in a manner inconsistent with Glass Lewis’s recommendation(s) and with other NBIA teams in an effort to best facilitate PSG’s strategies. NBIA retains final authority and fiduciary responsibility for proxy voting. NBIA believes that this process is reasonably designed to address material conflicts of interest that arise between NBIA and a client as to how proxies are voted. Conflicts: NBIA is sensitive to conflicts of interest that arise in the proxy voting process. It is committed to resolving all conflicts in its clients’ best interest and will generally vote pursuant to the Proxy Voting Policy guidelines when conflicts of interest arise. When there are proxy voting proposals, however, that give rise to conflicts of interest that are not addressed by the Proxy Voting Policy, the Proxy Committee will determine the approach to be taken to address the conflict. In the event that an investment professional at Neuberger Berman believes that it is in the best interest of a client or clients to vote proxies in a manner inconsistent with NBIA’s proxy voting guidelines or in a manner inconsistent with Glass Lewis recommendations, the Proxy Committee will review information submitted by the investment professional to determine that there is no material conflict of interest between Neuberger Berman and the client with respect to the voting of the proxy in that manner. If the Proxy Committee determines that the voting of a proxy as recommended by the investment professional would not be appropriate, the Proxy Committee will take no further action, in which case Glass Lewis will vote such proxy in accordance with the proxy voting guidelines or as Glass Lewis recommends. Clients can obtain a copy of the Proxy Voting Policy or obtain information about how NBIA voted their specific proxies upon request.

ClassActionLawsuits: From time to time a security held in a client’s account could become the subject of a class action lawsuit. For certain Private Wealth Management Accounts, a third-party vendor has been engaged to identify, assert and file claims in class actions and private action securities litigation on behalf of the client. Unless a client opts out of the service, NBIA (and its affiliates) and such third-party vendor are each authorized, but not obligated, on client’s behalf and with respect to client’s account, to review client data in order to identify claims, complete claim forms, interact with the administrator, receive settlement funds and distribute such funds, if any, to client’s account. To the extent a third-party vendor is not providing such service and for other Separate Accounts, generally, the custodian for the account handles any decision to file a claim to participate in a class action settlement, and unless otherwise agreed with the client, NBIA has no responsibilities with regard to the class action process. With respect to Third-Party Mutual Funds and unaffiliated Private Funds, unless otherwise agreed with NBIA, typically the fund’s custodian or other third-party agent engaged by the fund will handle the class action process and file claims. With respect to affiliated Private Funds and NB Registered Funds, typically the fund’s custodian or other third-party agent engaged by the Private Fund or NB Registered Fund, at the direction of NBIA, will handle the class action process and file claims. Generally, NBIA will not act on behalf of its clients as a lead plaintiff in a class action lawsuit or as a plaintiff in any potential direct action. please register to get more info

A. PrepaymentofFees(Sixormoremonthsinadvance)
NBIA does not require the prepayment of any fees six or more months in advance.
B. ImpairmentofContractualCommitments
NBIA has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients.
C. BankruptcyPetitions
NBIA has not been the subject of a bankruptcy proceeding. please register to get more info