A. Description of Neuberger Berman Singapore Pte. Limited (“NBS”) and the Firm
NBS
NBS is a Singapore private company with limited liability formed in November 2008. It is licensed with and regulated by the Monetary Authority of Singapore to undertake the regulated activity of fund management. NBS is directly owned by Neuberger Berman Asia Holdings II LLC, which is, in turn, owned by Neuberger Berman Asia Holdings LLC, which is a wholly-owned subsidiary of Neuberger Berman Group LLC (“NBG”).
The Firm
NBG is a holding company, the subsidiaries of which (collectively referred to herein as the “Firm” or “Neuberger Berman”) 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. Neuberger Berman is headquartered in New York City. As of December 31, 2018, Neuberger Berman had approximately 2080 employees in 34 cities around the world. NBS’s investment management services are further discussed below. 1 Firm assets under management figures reflect the collective assets for the various subsidiaries of NBG.
B. Types of Advisory Services
NBS currently provides the following types of investment management services: Funds NBS does not currently serve as the investment manager for any pooled investment vehicles; however, it may do so in the future.
Sub-Advised Accounts
NBS has been engaged by certain affiliates to act as sub-adviser and/or sub-investment manager in respect of certain pooled investment vehicles (the “Funds”) and/or accounts managed by such affiliates (“Sub-Advised Accounts”), whereby such affiliates have delegated discretionary authority to NBS. Separate Accounts NBS provides ongoing discretionary investment management services to institutional clients with respect to assets held in the client’s custodial account (collectively, “Separate Accounts”) based on customized investment objectives or guidelines, time horizons, risk tolerances, policies and limitations of such clients. NBS does not currently serve as the investment manager for any Separate Accounts; however, it may do so in the future. The Funds, Sub-Advised Accounts and/or Separate Accounts to which NBS provides investment management services, are each referred to in this Brochure as a “Client”, and collectively referred to as “Clients.” Further, the Client account to which NBS provides investment management services, is referred to as a ”Client Account” and collectively as “Client Accounts.”
C. Client Tailored Services and Client Tailored Restrictions
NBS generally provides its investment management services pursuant to a discretionary investment management agreement. NBS’s advisory services are performed in accordance with the terms of each investment management agreement. Each Client may impose investment restrictions or guidelines for its account as it deems appropriate to achieve its particular investment objective. Such investment restrictions and/or guidelines are typically described in the respective private placement memorandum, prospectus or other offering document (the “Offering Documents”) for each Fund, or in the case of other Client Accounts, in the relevant investment management agreement.
D. Wrap Programs
NBS does not sponsor or participate in wrap fee programs.
E. Assets Under Management
Discretionary Amounts: Non-Discretionary Amounts: Date Calculated:
$ 16,371,301,174 $0 12/31/2018 please register to get more info

A. Fee Schedule
Funds and Separate Accounts Client Accounts are charged a management fee. In very limited circumstances, Client Accounts may also be charged a fee based on the performance of the account (a “performance fee”) in addition to the management fee. Fees are negotiable and are set forth in the investment management agreement with the Client. There may be differences in fees paid by certain Clients or Client Accounts. In addition, some Client Accounts may pay more or less than others for the same or similar services depending on, for example, account inception dates, number or value of related accounts, total assets under management, fee negotiation, fee waiver or the manner in which NBS services are obtained. Detailed descriptions of the management and performance fees can be found in the respective Offering Documents of the Funds, or the applicable investment management agreement for the Separate Accounts. NBS’s standard fee schedules for Separate Accounts are set forth below: Strategy Management Fee 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 & 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 value; 0.45% of the next $150 million; and 0.35% of the balance. Emerging Market Debt ‐ Local Currency 0.60% of the first $100 million of market value; 0.50% of the next $150 million; and 0.40% of the balance. Emerging Market Debt‐ Short Duration 0.45% of the first $100 million of market value; 0.35% of the next $150 million; and 0.25% of the balance.
Sub-Advised Accounts
Sub-advisory fees for the Sub-Advised Accounts are individually negotiated and vary depending on the account. NBS receives management fees in its role as sub-adviser to certain funds and accounts offered, sponsored or managed by its affiliates.
B. Payment Method
Calculation and Payment of Fees
Management fees generally accrue on a daily or monthly basis, depending on the particular requirements of each Client Account, and generally are charged monthly in arrears as documented in the relevant investment management agreement. Where a performance fee is charged for a Client Account, such fees accrue on a daily, monthly or other basis, depending on the particular requirements of each Client Account, and may be payable semi-annually or annually in arrears, as set forth in the investment management agreement of each particular Client Account. Client Accounts may be invoiced for any management fees or performance fees (where applicable), or such fees may be deducted directly from the Client Account, in accordance with the investment management agreement governing the particular Client Account. Where NBS begins managing an account during the applicable fee calculation period, the fee charged for such period will be pro-rated based on the portion of the period that NBS actually manages the account. Termination of an agreement will not affect or preclude the consummation of any transaction initiated prior to termination and the Client Account may be subject to transaction-related costs associated with the unwinding of such transactions.
Valuation of Assets
The market value of securities and other financial instruments is determined by unaffiliated third-party service providers which also serve as administrator or custodian for NBS Client Accounts. NBS uses market values of securities generally obtained from various quotation services for its own internal purposes. Each Client generally retains a third-party administrator or custodian to provide various administrative services to the Client. For each Client, this may include keeping the official books and records, calculating the Client Account’s NAV, as well as other administrative services on behalf of the Client. Where significant issues regarding valuation arise that cannot be addressed by the methods described above, NBS will refer to the relevant valuation committee to evaluate the issues and seek prompt resolution thereof.
C. Other Fees and Expenses
In addition to the management and performance fees paid to NBS, Client Accounts are charged other fees associated with their accounts and investments. Such fees include the following: Custodial Fees Each Client has generally engaged either a prime broker or custodian, depending on the specific requirements of the Client, to hold the Client’s assets and will bear any fees charged by such prime broker or custodian. To the extent that cash is held in such accounts and fees are charged by the provider of such service, the fees so incurred by the Client will be in addition to the fee payable to NBS on the overall value of the account. See Item 15.
Transaction-Related Fees
Client Accounts generally must bear all transaction-related costs, including brokerage commissions, for transactions affected for the account. See Item 12.
Other Fees and Expenses
Investors in the Funds will incur other fees and expenses associated with their investments in such Funds. Fund expenses are described in the respective Fund’s Offering Document. These expenses, in addition to brokerage and other transaction-related costs will generally include the fees and expenses of other service providers to the Fund, such as prime brokers, custodians, transfer agents, administrators, valuation agents, auditors and counsel. The Client Accounts may themselves invest in other funds as described in each Fund’s Offering Document or investment management agreement. To the extent a Client Account invests in another unaffiliated fund it will bear the costs and expenses associated with an investment in that underlying fund. If, however, a Client Account invests in another affiliated fund, the fees associated with that underlying fund will typically be waived.
D. Prepayment of Fees and Refunds
As described above, management fees may be paid monthly or quarterly, in arrears depending on the particular requirements of each Client Account. Certain Clients are charged performance fees at the end of their fiscal year, or upon withdrawal by an investor in the case of a Fund. Investors should refer to the applicable Offering Document if investing in a Fund for more information related to fees.
E. Sales Compensation
NBS’s products and strategies may be marketed by the Firm’s central sales force which also markets the products and strategies of NBS’s affiliates. Certain members of the sales force are registered representatives of NBS’s affiliate, Neuberger Berman BD LLC (“NBBD”), a registered broker‐dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and as such, with respect to the Funds offered by NBS and other pooled investment vehicles offered by its affiliates, may be entitled to sales compensation in connection with the introduction of investors to such funds. Given that the sales persons may market a wide range of products offered by NBS and its affiliates, with differing sales compensation, the sales persons may have an incentive to promote or recommend certain products over others based on the compensation to be received and not on the specific requirements or investment objectives of the investor. The Firm trains its employees, including members of this sales force, regarding suitability and sales of securities products to investors. Salespersons are also required to undergo product specific training for all products that they market. The Firm’s central sales force also markets the investment management products and services of NBS for which certain members may not receive any direct compensation. Certain Firm employees who are not members of the central sales force may be eligible to earn an account referral bonus for referring a Client to NBS. please register to get more info

“Performance-Based 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-based fees include, but are not necessarily limited to:  an incentive fee, where the fee is calculated as a percentage of a fund’s profits, taking into consideration both realized and unrealized profits;  high water mark, where the manager receives performance fees only on increases in the net asset value of a fund in excess of the highest net asset value it has previously achieved; and  hurdle rate, where a manager does not charge a performance fee until the fund’s annualized performance exceeds a benchmark rate, such as T-bill yield, London Interbank Offered Rate (“LIBOR”) or a fixed percentage. NBS charges performance fees in connection with the management of certain Client Accounts. To the extent that NBS and its portfolio managers manage accounts that charge both management fees and performance fees, NBS and/or its portfolio managers may have a conflict of interest in that an account with a performance fee arrangement will offer the potential for higher profitability when compared to an account with a management fee. Performance fee arrangements may create an incentive for NBS and/or its portfolio managers to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Performance fee arrangements may also create an incentive to favor higher fee paying accounts over other accounts in the devotion of time, resources and allocation of investment opportunities. To manage these conflicts, NBS has adopted a number of compliance policies and procedures. These policies and procedures include (i) the Code of Ethics (see Item 11), (ii) various NBS compliance policies and procedures including the NB Asia Best Execution Policy, NB Asia Trade Aggregation and Allocation Policy, NB Asia Trading and Regulatory Investment Guidelines and Restriction Policy , which seek to ensure that (a) investment opportunities are allocated fairly among Clients and that all accounts are managed in accordance with their investment mandate, and (b) best execution and order allocation monitoring procedures are reasonably designed to identify unfair or unequal treatment of accounts. NBS does not consider fee structures in allocating investment opportunities. please register to get more info

The minimum investment required by an investor in a Fund varies depending on the particular Fund. A detailed description of the minimum investments for each Fund is contained in the relevant Fund’s Offering Documents. Set forth below are the minimum account requirements for Separate Accounts.  Emerging Market Debt—Blend mandate: $150 million 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 NBS may manage customized Separate Accounts that are designed to meet the specific risk and return goals, liquidity restraints, factor sensitivity targets and other requirements of its Clients. These Separate Accounts generally have a minimum account size of $100 million. NBS may lower an account minimum in its discretion. please register to get more info

A. Methods of Analyses
Investment Analysis
NBS, either directly, or indirectly through its sub-advisers, utilizes a variety of investment analysis methodologies including:  Charting analysis involves the use of patterns in performance charts. NBS uses this technique to search for patterns used to help predict favorable conditions for buying and/or selling a security.  Fundamental analysis involves the analysis of financial statements, the general financial health of companies, and/or the analysis of management or competitive advantages.  Technical analysis involves the analysis of past market data; primarily price and volume.  Cyclical analysis involves the analysis of business cycles to find favorable conditions for buying and/or selling a security.  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.  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.  Statistical analysis— involves the examination of data to draw conclusions or insights, and determine cause-and-effect patterns between events. Portfolio managers of NBS bear primary responsibility for implementing the day-to-day investment activities and decisions on behalf of each Client Account and may consider these and other factors when implementing a Client Account’s investment program. Sources of Information In conducting investment analysis, NBS utilizes a broad spectrum of information, including, but not limited to: financial publications, industry and trade journals;  inspections of corporate activities;  proprietary and third-party research materials; corporate rating services; annual reports, prospectuses, and filings with the SEC or regulators in other jurisdictions;  newspapers, magazines, websites, trade journals;  discussions and meetings with NBS’s staff of research analysts;  charts, statistical material and analysis;  company press releases, presentations and interviews (in person or by telephone);  contact or meetings with management of various companies, analysts and consultants;  personal assessment of the financial consequences of world events derived from general information; and  such other material as is appropriate under the particular circumstances. NBS may also rely on the research and portfolio management of its affiliates. See Item 10.C.3.
B. Investment Strategies
Investments in securities and other assets involve risk of loss that investors must be prepared to bear. In carrying out its discretionary investment strategies, NBS, or its sub-advisers, may offer advice on a wide range of securities and other financial instruments including, but not limited to:
• Corporate debt securities;
• Asset‐backed securities, including, without limitation, mortgage‐backed securities;
• Loan assets, including, without limitation, distressed debt;
• Rule 144A securities;
• Convertible bonds;
• Commercial paper;
• Certificates of deposit;
• Money market instruments;
• Municipal securities;
• Put and call options;
• Swaptions;
• Inflation‐linked securities;
• Securities traded over‐the‐counter;
• Futures contracts on tangibles and intangibles and options thereon;
• Listed and over‐the‐counter derivatives, including, without limitation, credit default swaps, interest rate swaps, currency swaps, total return swaps, commodity swaps, forward contracts and other synthetic exposure instruments;
• Depositary receipts;
• Sovereign, quasi‐sovereign and sub‐sovereign securities;
• Supranational securities;
• Warrants;
• GDP performance linked securities (also known as GDP warrants);
• Residential mortgage loans;
• Trade claims;
• Credit‐linked notes (CLN) and non‐deliverable forward currency contracts (NDF);
• Currencies;
•
• Investments in registered and unregistered investment companies (including mutual funds);
• Sukuk (Islamic bonds); and
• Other alternative investments.

To the extent NBS uses derivative instruments, it does so consistent with each Client Account’s investment objective and policies, including hedging, managing risk, or attempting to enhance returns. Additionally, NBS may hedge its exposure to currency fluctuations for foreign securities owned by Clients. For Funds that offer non-U.S. dollar denominated share classes, or Clients with non-U.S. denominated accounts, NBS may also engage in foreign exchange hedging activities in an attempt to limit currency fluctuations (relative to the U.S. dollar). As financial markets and products evolve, or at the investment discretion of NBS, NBS may invest in other financial instruments or securities, whether currently existing or developed in the future, that are consistent with the guidelines, objectives and policies of a Client Account. As previously noted, NBS may provide investment management services in relation to investment strategies, which are delegated to, and managed by, its affiliates. As such, Client participation in such other types of investments will be performed consistent with affiliate’s respective compliance policies and procedures and applicable rules and regulations. Subject to firm-wide restrictions dealing with prudence, conflicts of interest and compliance with securities laws and regulations, the purchases and sales for Client Accounts is based upon the judgment of the individual portfolio manager or group supervising the particular account, who are encouraged to use those methods with which they have been successful. The following is a summary of the principal investment strategies employed by NBS, either directly or indirectly through its sub-advisers. Certain material risks associated with these strategies are set forth in Section (C), below. This is a summary only. Clients should not rely solely on the descriptions provided below. Emerging Market Debt Strategies: NBS 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 may vary and strategies may be permitted to invest in derivative instruments. NBS 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 may include a tactical asset overlay. NBS’s emerging market debt strategies may include strategies that focus on regional sub‐sets (e.g., Asian currency, China bonds, etc.). The above referenced investment strategies are a summary only. Clients and/or Investors should look to their investment management agreements, the relevant Offering Documents of a particular Fund and other Client materials provided by NBS in its presentation of the particular strategy for a more complete description of each strategy and its associated risks and consult with their own counsel and advisers as to all matters concerning an investment in the respective Fund. Investors should not rely solely on the descriptions provided herein.

C. Material Risks Investments in securities and other financial instruments involve risk of loss that investors must be prepared to bear. The following is a summary of the principal risks associated with the investment strategies managed by NBS, as discussed in Item 8.B. This is a summary only and not every strategy may invest in each type if 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 relevant fund’s Offering Documents and other fund offering documentation for further information on the risks associated with the particular fund.

General Risks Across All Strategies
The following is a summary of material risks that may apply to NBS's various investment strategies. Please note that certain risks, other than Risk of Loss, may not apply to all NBS ‘s strategies or apply to a material degree. Risk of Loss. 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 may 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 may be 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.
• Absence of Regulatory Oversight for Private Funds. The Private Funds are not registered as investment companies under the Investment Company Act, and, accordingly, the significant investor protection provisions of the Investment Company Act (which provides certain regulatory safeguards to investors in registered investment companies), will not apply to investments in the Private Funds.


• 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 may suffer.


• Bankruptcy of a Custodian or Broker. Assets of a Client Account held by a custodian or broker may 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 may 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 may 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 may not have the same level of protection applicable to segregated accounts held by a non-broker custodian and thus may not be sufficient to satisfy the full amount of customer claims. Assets held by non-U.S. brokers or custodians may not be 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 assets held by a non-U.S. broker or custodian may 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.
• Concentration Risk. 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) may be affected by events that adversely affect that sector or area, and the value of a Client Account using such a strategy may fluctuate more than that of a less concentrated Client Account.
• Control Situations. From time to time with respect to distressed debt investments, subject to applicable investment guidelines, NBS 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. NBS and the Client Account may be particularly vulnerable to being named as defendants in litigation relating to their actions while in control of an issuer and may, from time to time, 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, NBS may 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.
• Currency Risk. Currency fluctuations could negatively impact investment gains or add to investment losses. The value of Client Accounts invested in currencies may 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 may be hedged utilizing foreign currency forwards, 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 may be strongly influenced by movements in exchange rates as currency positions held by the Client Account may 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 may 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.
• Dependence on NBS. The performance of a Client Account depends on the skill of NBS and its portfolio manager(s) in making appropriate investment decisions. Any Client Account’s success depends upon NBS’s ability to develop and implement investment strategies and to apply investment techniques and risk analyses that achieve the account’s investment objectives. Subjective decisions made by NBS may cause the account to incur losses or to miss profit opportunities on which it may otherwise have capitalized.
• 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, NBS may use derivatives, such as futures, options, 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 may involve risks different from, or greater than, those associated with more traditional investments. Derivatives can be highly complex, can create investment leverage and may be highly volatile, which could result in the strategy losing more than the amount it invests. Derivatives may be difficult to value and highly illiquid, and NBS may not be able to close out or sell a derivative position at a particular time or at an anticipated price. NBS 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. Commodities 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 derivatives. Title VII may affect a Client Account’s ability to enter into derivative transactions, may increase the costs in entering into such transactions, or may result in Client Accounts entering into such transactions on less favorable terms than prior to effectiveness of the Dodd-Frank Act. In addition, NBS may take advantage of opportunities with respect to derivative instruments that are not currently contemplated for use or that are currently not available, but that may be developed, to the extent such opportunities are both consistent with the Client Account’s investment objectives and guidelines and legally permissible. Special risks may apply to such instruments that cannot be determined until such instruments are developed or invested in by the Client Account. Derivative Counterparty Risk. 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 may be delayed or limited in enforcing its rights against any margin or collateral posted by the counterparty, which may 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 may 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 may lead the Client Account to decide not to pursue its claims against the counterparty. Counterparty risk is greater for derivatives with longer maturities where events may intervene that prevent required payments from being made. Counterparty risk is also 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 will be particularly pronounced for the Client Account. The Client Account, therefore, assumes the risk that it may be unable to obtain payments that NBS believes are owed under an OTC derivatives contract or that those payments may 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. A Client Account may obtain only a limited recovery or may obtain no recovery upon a counterparty default. Bankruptcy of a Clearing Organization or Clearing Member. 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 may 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 may be made that day at a price beyond that limit or trading may 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 Fund may 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 may impose limitations governing the maximum number of positions on the same side of the market and involving the same underlying instrument that may be 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). NBS 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 may also be included in determining compliance with federal position rules, and the exchanges may 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 NBS may take for a Client Account and may cause NBS to close out a Client Account’s positions earlier than it might otherwise choose to do so. Additional Risk Factors in Cleared Derivatives Transactions. Transactions in some types of swaps (including 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 may be required to provide more margin for cleared derivatives positions than for bilateral derivatives positions. 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 NBS expects to be cleared), and no clearing member is willing or able to clear the transaction 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 accept 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 clear a transaction. 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.
• Diversification Risk. Client Accounts may not be diversified across a wide range of asset classes or issuers could increase the risk of loss and volatility than would be the case if the Client Account were diversified across asset classes because the value of issue holdings would be more susceptible to adverse events affecting that asset class or issuer.
• Emerging Markets Risk. Emerging markets are those of countries with immature economic and political structures. Investing in emerging markets may involve heightened and significant risks and special considerations not typically associated with investing in other more established economies or securities markets. Such risks may include, but are not limited to: (i) greater social, economic and political uncertainty including war; (ii) higher dependence on exports and the corresponding importance of international trade; (iii) greater risk of inflation; (iv) increased likelihood of governmental involvement in and control over the economies; (v) governmental decisions to cease support of economic reform programs or to impose centrally planned economies; (vi) the possibility of nationalization, expropriation, confiscatory tax policies and social instability; and (vii) considerations regarding the maintenance of a Client Account’s securities and cash with non-U.S. brokers and custodians. Many of the laws that govern private and foreign investment, securities transactions and other contractual relationships in emerging markets are new and largely untested. As a result, investing in emerging markets involves a number of unusual risks, including inadequate investor protection, contradictory legislation, incomplete, unclear and changing laws, ignorance or breaches of regulations on the part of other market participants, lack of established or effective avenues for legal redress, lack of standard practices and confidentiality customs characteristic of developed markets and lack of enforcement of existing regulations. Furthermore, it may be difficult to obtain and enforce a judgment in certain emerging markets. Emerging market securities will be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls and national and international political circumstances. These factors may affect the level and volatility of securities’ prices and the liquidity of the account’s investments. Volatility or illiquidity could impair an account’s profitability or result in losses. In addition, custodial and/or settlement systems may not be fully developed in emerging market countries, thereby exposing a Client’s Account to the risk of a sub-custodian’s failure with no recourse against the custodian.
• ESG and Impact Investing Risk. NBS 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.
• Forward Contracts. If Client Account investment guidelines permit, NBS may 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 may 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 may 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 NBS 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 may 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 may 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 may be subject to avoidance as a “preference” if made within a certain period of time (which may be as long as 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. NBS may 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 may be illiquid; (iv) the clearing broker, or “futures commission merchant” may misuse or lose collateral (“margin”) associated with the futures contracts; and (v) the clearing broker may default, file for bankruptcy or become insolvent. As discussed above, such a default may 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. Client Accounts may sustain a total loss of the futures contracts including the initial margin and any maintenance margin that it deposits with a broker to establish or maintain a position in the commodity futures market. If the market moves against a position in a Client Account, such Client Account may be required to deposit a substantial amount of additional margin, on short notice, in order to maintain its position. If the Client Account does not provide the required margin within the prescribed time, its position may be liquidated at a loss, and the Client will be liable for any resulting deficit in its account. The high degree of leverage that is often obtainable in futures trading because of the small margin requirements can work against a Client Account, as well as for it. The use of leverage can lead to large losses. Foreign futures markets may have greater risk than U.S. futures markets. Unlike trading on U.S. commodity exchanges, trading on foreign commodity exchanges is not regulated by the CFTC and may be subject to greater risks than trading on U.S. exchanges. Futures markets may also be illiquid which could prevent NBS from promptly liquidating unfavorable positions and adversely affect trading and profitability.
• Geographic Risk. From time to time, based on market or economic conditions, the Client Account may invest a significant portion of its assets in one country or geographic region. If the Client Account does so, there is a greater risk that economic, political, social and environmental conditions in that particular country or geographic region may have a significant impact on the Client Account’s performance and that the Client Account’s performance will be more volatile than the performance of more geographically diversified funds. The economies and financial markets of certain regions can be highly interdependent and may decline all at the same time. In addition, certain areas are prone to natural disasters such as earthquakes, volcanoes, droughts or tsunamis and are economically sensitive to environmental events. Alternatively, the lack of exposure to one or more countries or geographic regions may adversely affect performance.
• Hedging. Hedging techniques involve one or more of the following risks: (i) imperfect
correlation between the performance and value of the hedging instrument and the Client Account’s position being hedged; (ii) possible lack of a secondary market for closing out a position in such instruments; (iii) losses resulting from interest rate, spread or other market movements not anticipated by NBS; (iv) the possible obligation to meet additional margin or other payment requirements, all of which could worsen the Client Account’s position; and (v) default or refusal to perform on the part of the counterparty with which the Client Account trades. Furthermore, to the extent that any hedging strategy involves the use of derivative instruments, such a strategy will be subject to the risks applicable to such instruments, as described herein.
• Investment Analyses. NBS provides non-discretionary investment advisory services in the form of non-binding investment advice or analyses. There can be no assurance that its advice or analyses will result in profitable investing or avoidance of loss. The advice is highly reliant on the accuracy of the information provided by the client and by third parties. Any inaccurate information could compromise the quality of the advice provided. Further, the advice and analyses provided are often time sensitive, especially during times of significant market volatility. With respect to the provision of such non- discretionary services, clients have sole discretion and final responsibility for deciding whether to buy, sell, hold or otherwise transact in any security. The client may be unable to execute the related transaction (or strategy), or there could be a delay in the amount of time the client takes to execute the related transaction, or strategy, that renders the advice provided moot, potentially reducing any profit or causing a material loss. Analyses may be based on assumptions that are based upon a limited number of variables that may be extracted from complex financial markets or instruments they intend to replicate. Any one or all of these assumptions could over time prove to be inaccurate, which could result in major losses.

 Investments in Ultra-Liquid Assets. A Client Account may at times keep a portion of its assets in cash, cash equivalents or other ultra-liquid assets, including, without limitation, currencies, bank deposits, certificates of deposit, bankers acceptances, one or more short duration funds (including, without limitation, money market instruments or investments in shares or units of money market funds) or government securities (both short-term and long-term). Such investments may be financed by entering into repurchase agreements or reverse repurchase agreements with the Client Account’s brokers or by other means. Investors in Client Accounts should be aware that such investments usually produce a lower return than most other investments and therefore may impact the overall performance of a Client Account. An investor in a Client Account should not assume that an investment in such Client Account is less risky due to the levels of cash, cash equivalents, and other ultra-liquid assets held by such Client Account. Investment Risks in the People’s Republic of China (“PRC”). Exposure to the China bond market may be obtained via the Renminbi Qualified Foreign Institutional Investor (“RQFII”) scheme, within certain investment quotas as approved under and subject to applicable Chinese regulatory requirements. RQFII Regulatory Risks. PRC investments by overseas institutions can be made by or through holders of an RQFII license, which must act within certain investment quotas, as approved under and subject to applicable Chinese regulations and regulatory requirements (the “RQFII Regulations”), which are governed by PRC authorities, including the China Securities Regulatory Commission (“CSRC”), the State Administration of Foreign Exchange (“SAFE”) and the People’s Bank of China (“PBOC”).

NBS has been granted an RQFII license (“RQFII License”) by CSRC and a quota of RMB800million by SAFE. The relevant requirements and restrictions under the RQFII Regulations apply to NBS (as RQFII license holder) and its RQFII quota as a whole, and not simply to investments made by the Client Accountsthat are managed by NBS. Violations of any RQFII Regulations arising from activities related to portions of the relevant RQFII quota other than those which are utilized, could result in the revocation of, or other regulatory action in respect of, the NBS’s RQFII quota as a whole, including the portion that is already utilized.

As the RQFII Regulations have a relatively short history and their application and interpretation remain relatively untested, there is uncertainty as to how they will be applied and interpreted by the PRC authorities or how regulators may exercise the wide discretionary powers given to them thereunder in future. Any changes to the relevant rules may have a material adverse impact on investors’ investment in the underlying portfolios.

RQFII Quota Risks. Once its RQFII quota has been fully utilized, NBS may apply to increase its quota, although no assurance can be given that additional RQFII quota will be granted to NBS. Where additional RQFII quota is granted to NBS, there can be no assurance that sufficient RQFII quota will be obtained to fully meet the NBS’s preferred investment allocations for the Client Accounts or to enable NBS to allocate sufficient RQFII quota to the Portfolios.

Furthermore, investors should note that there is no guarantee that NBS’s RQFII License will not be suspended or revoked, in which case the underlying portfolios may be required to dispose of its underlying investments, potentially resulting in a material adverse effect on the underlying portfolios’ performance. There is no guarantee that the relevant Chinese authorities will not reduce the size of, or cancel, the RQFII quota granted to NBS in the event that NBS is unable to use its quota effectively within one year of the RQFII quota being granted. Regulatory sanctions may also be imposed if the RQFII Regulations are breached, which may result in the revocation of the RQFII quota or reduce the amount of the RQFII quota available for investment by NBS. This could result in the underlying portfolios being prevented from investing directly in the PRC or having to dispose of its investments in the PRC domestic securities market, which could have an adverse effect on its performance or result in a significant loss. RQFII Repatriation Risks. Repatriation of funds out of the PRC by NBS in respect of the underlying portfolios, currently monitored by SAFE, may be impacted by restrictions under the RQFII Regulations and may have a material adverse impact on the underlying portfolios’ performance and/or liquidity. Such repatriations are currently conducted daily and are not subject to repatriation restrictions or prior approval. However, it should be noted that the actual time required for the completion of the relevant repatriation will be beyond NBS’s control. RQFII Regulations may be amended and repatriation restrictions may be imposed in the future. In extreme circumstances, the underlying portfolios may incur significant losses due to limited investment capabilities, or may not be able fully to implement or pursue its investment objectives or strategies, due to RQFII investment restrictions, illiquidity of the PRC’s securities market and delay or disruption in execution of trades or in settlement of trades. RQFII Custody Risks. Pursuant to PRC requirements, fixed income securities traded on the interbank bond market and the exchange markets in the PRC through an RQFII quota will be safe-kept by a local custodian (an “RQFII Custodian”) through securities accounts with the China Securities Depository and Clearing Corporation Limited, the China Central Depository & Clearing Co. Ltd and/or the Shanghai Clearing House Co. Ltd. Cash shall be maintained in a cash account with the RQFII Custodian.

The custodians of the underlying portfolios shall ensure that the RQFII Custodian has appropriate procedures to properly safe-keep the assets of the Client Accounts including the maintenance of records that the Client Accounts’ assets are recorded in the name of the underlying portfolios and segregated from the other assets of the RQFII Custodian. Under RQFII Regulations, any securities held by the NBS pursuant to its RQFII License will be registered in the joint names of the NBS and the underlying portfolios for the sole benefit and use of the underlying portfolios. However, it is possible that the judicial and regulatory authorities in China may interpret that the NBS could be the party entitled to the securities in such securities trading account. Such securities may be vulnerable to a claim by a liquidator of the NBS and may not be as well protected as if they were registered solely in the name of the underlying portfolios. In particular, NBS’s creditors may seek to gain control of the underlying portfolios' assets to meet any liabilities owed by NBS to such creditors.

Investors should also note that cash deposited in the cash account of the underlying portfolios with the RQFII Custodian will not be segregated but will be a debt owing from the RQFII Custodian to the underlying portfolios as depositors. Any such cash may be co- mingled with cash belonging to other clients of the RQFII Custodian. In the event of bankruptcy or liquidation of the RQFII Custodian, the underlying portfolios will become an unsecured creditor ranking pari passu with all other unsecured creditors and without any proprietary rights to the deposited cash. The underlying portfolios may not be able to recover it in full or at all, in which case the Client Accounts may suffer losses. Also, the underlying portfolios may incur losses due to the acts or omissions of the RQFII Custodian in the execution or settlement of any transaction or in the transfer of any funds or securities.

• Investment Company Risk. To the extent a Client Account invests in ETFs or other
investment companies, its performance will be affected by the performance of those other investment companies. Investments in ETFs and other investment companies are subject to the risks of the investment companies’ investments, as well as to the investment companies’ expenses. If a Client Account invests in other investment companies, the Client Account may receive distributions of taxable gains from portfolio transactions by that investment company and may recognize taxable gains from transactions in shares of that investment company, which would be taxable when distributed.

• Investment Strategy and Portfolio Management Risk. There can be no assurance that
an investment strategy will produce an intended result, which would result in losses to an investor, including, potentially, a complete loss of principal. The performance of a strategy depends on the skill of NBS and its portfolio manager(s) in making appropriate investment decisions.
• Leverage Risk. Certain Client Accounts in accordance with their investment guidelines may seek to enhance returns through the use of leverage, which can be described as exposure to changes in price at a ratio greater than 1:1 in reference to the amount invested. Additionally, leverage may involve borrowing by a Client Account to buy securities on margin or make other investments. Leverage magnifies both the favorable and unfavorable effects of price movements in the investments made by a Client Account, which may subject it to substantial risk of loss. In the event of a sudden, precipitous drop in value of a Client Account’s assets occasioned by a sudden market decline, it might not be able to liquidate assets quickly enough to meet its margin or borrowing obligations. Also, because acquiring and maintaining positions on margin allows a Client Account to control positions worth significantly more than its investment in those positions, the amount that it stands to lose in the event of adverse price movements is higher in relation to the amount of its investment. In addition, since margin interest will be one of the Client Account’s expenses and margin interest rates tend to fluctuate with interest rates generally, it is at risk that interest rates generally, and hence margin interest rates, will increase, thereby increasing its expenses. Similarly, investments may be made in companies whose capital structures may have significant leverage. To the extent a company in which a Client Account invests is leveraged, its leveraged capital structure will increase the exposure of the company to adverse economic factors such as rising interest rates, downturns in the economy or deteriorations in the condition of the company or its industry sector, which could result in the account experiencing a loss in its investment in that company.
• Liquidity Risk. Illiquid securities are securities that are not readily marketable, and, as a result, may be more difficult to purchase or sell at an advantageous price or time. A Client Account could lose money if it cannot sell a security at the time and price that would be most beneficial to it. Further, the lack of an established secondary market may make it more difficult to value illiquid securities, which could vary from the amount the Client Account could realize upon disposition. From time to time, the trading market for a particular investment in which a Client Account invests, or a particular investment in which a Client Account is invested, may become less liquid or even illiquid. During periods of substantial market volatility, an investment or even an entire market segment may become illiquid, sometimes abruptly, which can adversely affect the Client Account’s ability to limit losses. Judgment plays a greater role in pricing these investments than it does in pricing investments having more active markets, and there is a greater risk that the investments may not be sold for the price at which they are carried. The sale of some illiquid securities may be subject to legal restrictions, which could be costly to the Client Account. A strategy may hold securities that are illiquid and cannot be transferred or redeemed for a substantial period of time, and there may be little or no near-term cash flow available to investors in the interim. Likewise, a portfolio may not receive any distributions representing the return of capital on an illiquid security for an indefinite period of time. Unexpected episodes of illiquidity, including due to market factors, instrument or issuer- specific factors and/or unanticipated outflows, may limit a Client Account’s ability to pay redemption proceeds within the allowable time period. See also “Redemption Risk” in this Item 8.C.
• Litigation. Foreclosures and reorganizations are contentious and adversarial. It is by no
means unusual for participants to use the threat of, as well as actual, litigation as a negotiating technique. NBS anticipates that the Firm or Client Accounts that invest in distressed debt or the residential loan modification strategies may be named as defendants in civil proceedings relating to certain of such accounts’ investments. The expense of defending against such claims and paying any resulting settlements or judgments will generally be borne by the relevant Client Account. Any indemnification obligations would adversely affect such Client Account’s returns. With respect to Private Funds, indemnification obligations will generally survive the dissolution of the Private Fund, and may cause NBS to retain a material reserve from the winding-up proceeds distributed to investors.
• Market Volatility. Markets may at times be volatile and values of individual securities and other investments may decline significantly, and sometimes rapidly, in response to adverse issuer, political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments, and adverse investor sentiment. Changes in the financial condition of a single issuer may impact a market as a whole. If a Client Account sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance.
• Master Limited Partnerships (“MLPs”) Risk. MLPs are limited partnerships that are publicly traded and which have the tax benefits of a limited partnership and the liquidity of a publicly traded company. Investments in securities (units) of MLPs involve risks that differ from an investment in common stock. Holders of the units of MLPs have more limited control and limited rights to vote on matters affecting the partnership. For example, unit holders may not elect the general partner or the directors of the general partner and they have limited ability to remove a MLP’s general partner. MLPs may issue additional common units without unit holder approval, which would dilute existing unit holders. In addition, conflicts of interest may exist between common unit holders, subordinated unit holders and the general partner of a master limited partnership, including a conflict arising as a result of incentive distribution payments. As an income producing investment, MLPs could be affected by increases in interest rates and inflation. There are also certain tax risks associated with an investment in units of MLPs, including the risk of depreciation recapture upon disposition, the risk of adjustments to income resulting from partnership-level tax audits and the risk of exposure to income taxes in multiple states.
• MiFID II Risks. There is a risk that Certain Client Accounts may be subject to non-U.S. regulations that are inconsistent with NBS’s standard trading practices. For example, recent revisions to the EU Markets in Financial Instruments Directive (“MiFID II”) and related regulations limit a manager’s ability to receive Products and Services from executing brokers (as such terms are defined therein). While NBS is not directly subject to these regulations, NBS may adjust its standard trading practices on a case-by-case basis to accommodate compliance with MiFID II and other non-U.S. regulations by certain Client Accounts and affiliates. These accommodations may include, but are not limited to: expanded use of client commission arrangements, commission sharing arrangements and similar arrangements; enhanced reporting on clien 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. NBS has no items to disclose. . please register to get more info

A. Registration as a Broker-Dealer or Registered Representative
NBS is not a registered broker or dealer. Most NBS’s management persons are not nor have an application pending to register as a registered representative of a broker-dealer, except for one who is a registered representative with FINRA through the affiliation with NBS’s registered broker-dealer affiliate, NBBD.
B. Registration as a Futures Commission Merchant, Commodity Pool Operation,
Commodity Trading Advisor or Associated Person
NBS is exempt from registration as a futures commission merchant, commodity pool operator (CPO) or commodity trading advisor (CTA). With respect to the current operation of its Client Accounts, NBS is exempt from registration as a CTA pursuant to the exemption in CFTC Rule 4.14(a)(8) and Section 4m(1) of the Commodity Exchange Act.
C. Material Relationships
NBS currently has certain relationships or arrangements that are material to its advisory business or its Clients. Below is a discussion of such relationships/arrangements and any conflicts that arise from them.
1. Broker-dealer, municipal securities dealer, or government securities dealer or
broker
NBS is affiliated with NBBD, a U.S. registered broker-dealer. In providing services to its Clients, NBS may draw upon the trading, research, operational and administrative resources of its affiliated entities. NBS may use security analyses and research reports prepared by its affiliated entities.

Registered representatives of NBBD may solicit Clients for NBS or investors for the Funds for NBS. See Item 14. In addition, NBS management persons may also be registered representatives of NBBD. In such capacity, they may sell or provide similar services as the services offered by NBS. The existence of these relationships may create a conflict of interest. See Item 6 and Item 11.B.7. NBS may utilize placement agents in offering the Funds to investors. These placement agents may include NBBD or unaffiliated registered broker-dealers. See Item 5.E and Item 14.B. The Firm has established policies and procedures (“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 (“material non-public information”). See Item 11.D.1. 2. Investment Company or other pooled investment vehicle NBS is sub-investment manager of the Funds. Neither NBS nor its related persons are obligated to allocate any specific amount of time or investment opportunities to a particular Fund. NBS and its related persons intend to devote as much time as they deem necessary for the management of each Fund, and will allocate investment opportunities in accordance with the NB Asia Trade Aggregation and Allocation Policy, as described in Item 12.B. below.
3. Other investment adviser or financial planner
NBS has relationships that are material to its advisory business with the following affiliates: SEC-Registered Advisers Neuberger Berman Asia Limited. (“NBAL”) Neuberger Berman Europe Limited (“NBEL”) Neuberger Berman Investment Advisers LLC (“NBIA”)

Non-SEC-Registered Advisers Neuberger Berman BD LLC (“NBDD”) Neuberger Berman Asset Management Ireland Limited Neuberger Berman Australia Pty Ltd Neuberger Berman East Asia Limited Neuberger Berman Taiwan (SITE) Limited Neuberger Berman Investment Management (Shanghai) Limited In providing services to its Client Accounts, NBS may draw upon the portfolio management, trading, research, operational and administrative resources of the affiliates. Affiliates may engage NBS as subadvisor or may treat NBS as a “participating affiliate,” in accordance with applicable SEC No-Action Letters. As a subadvisor, investment professionals from NBS may 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 a participating affiliate, NBS may provide designated investment personnel to associate with the affiliates and perform specific advisory services to the affiliates consistent with the powers, authority and mandates of such affiliate’s Clients. The designated investment personnel from NBS are subject to certain Procedures of the affiliate as well as supervision and periodic monitoring by the relevant affiliate. As a participating affiliate, NBS agrees, in addition to making available certain of its employees to provide investment advisory services to its affiliate’s Clients through the affiliate, to keep certain books and records in accordance with the Investment Advisers Act and to submit the designated personnel to requests for information or testimony before the SEC. NBS may also be delegated the duty to place orders for certain securities and commodity interest transactions pursuant to an agreement between the affiliate and NBS as participating affiliate. Neither NBS nor its related persons are obligated to allocate any specific amount of time or investment opportunities to a particular Client Account. NBS and its related persons intend to devote as much time as they deem necessary for the conduct of each Client Account’s management and will allocate investment opportunities in accordance with NB Asia Trade Aggregation and Allocation Policy. Depending on the strategy, investment professionals from the affiliates may have decision- making roles for certain Clients of NBS. NBS may engage any of these affiliates as a sub-adviser to manage its Client Accounts (see Item 10.D). The views and opinions of NBS, and those of the affiliates and their research departments, may differ from one another. See Item 11.B.7. The Firm has established Procedures reasonably designed to prevent the misuse by the Firm and its personnel of material non-public information. See Item 11.D.1. Certain employees of NBBD, NBAL, NBEL and NBIA may provide marketing and/or other Client- related services in connection with NBS’s investment strategies.
4. Futures commission merchant, commodity pool operator, or commodity trading
adviser
NBBD is registered as a CTA and as an introducing broker with the CFTC (“Introducing Broker”). NBIA is registered as a CTA and CPO.
5. Banking or thrift institution
6. Accountant or accounting firm
7. Lawyer or law firm
8. Insurance company or agency
9. Pension consultant
10. Real estate broker or dealer
None.
11. Sponsor or syndicator of limited partnerships
Affiliates of NBS may serve as the general partner or investment manager to one or more of the Funds. Further information about the partnerships where affiliates of NBS serve as the general partners or investment manager is available in Section 7.B.(1) and (2) of Schedule D of Part 1 of NBS’s affiliated SEC-registered investment advisers’ Form ADVs.
D. Selection of Other Investment Advisers
NBS may engage other advisers, including its affiliates, to act as sub-advisers or managers for its Client Accounts. As discussed further below, NBS does not employ the same selection criteria with respect to its affiliates, given that it already knows a great deal about each of their advisory businesses, by virtue of their affiliation. Where NBS has delegated the discretionary day-to-day management of certain strategies to its affiliates, the due diligence conducted may not include all components of the standard due diligence program. NBS selects affiliates based on the investment strategy of the Client Account, and the expertise of the particular affiliate. NBS’s decision to use a third party sub-adviser depends upon various factors which may include, but not be limited to, the sub-adviser's performance record, management style, number and continuity of investment professionals, and client servicing capabilities. please register to get more info

Transactions and Personal Trading
A. Code of Ethics
NBS has adopted Procedures, which govern the activities of all NBS employees. Employees are required not only to comply with the Procedure but with all applicable laws and regulations. The Procedures include (1) personal investment policy and procedures, (2) gifts and entertainment, (3) outside business activity (4) prohibition regarding the use of material non- public information and (5) whistleblowing, which support NBS’s fiduciary duty to place the interests of the Firm’s Clients before the interests of the Firm and its employees. Each employee must avoid any activity or relationship that may reflect unfavorably on the Firm as a result of a possible conflict of interest, the appearance of such a conflict, the improper use of confidential information or the appearance of any impropriety. In managing assets for Clients, NBS has a fiduciary responsibility to treat all Clients fairly. This duty requires a course of conduct, consistent with other statutory obligations, that seeks to be prudent and in the Client’s best interest. The nature of NBS’s fiduciary obligations necessarily requires some restrictions on the investment activities of its employees and their domestic dependents.
Amendments to the Procedures
If amendments are made to the Policies other than on an annual basis and determined to be material, employees will be required to submit a written acknowledgement that they have received, read and understood the amendments.
Administration of the Procedures
Compliance department (“Compliance”) will receive and review all reports submitted pursuant to the Procedures and determine whether the investment or business activities of employees are consistent with requirements and restrictions set forth in the Procedures and do not otherwise indicate any improper activities. Compliance will also ensure that all books and records relating to the Procedures are properly maintained. NBS will maintain the following records in a readily accessible place:  A copy of each Code that has been in effect at any time during the past five years;  A record of all written acknowledgements of receipt, review and understanding of the Policies and amendments for each person who is currently, or within the past five years was, an employee;  A record of each report made by an employee, including any brokerage confirmations and brokerage account statements obtained from employees;  A list of the names of persons who are currently, or within the past five years were, employees; and  A record of any decision for approving the acquisition of securities by employees in private placements and hedge funds for at least five years after the end of the fiscal year in which approval was granted.
Reporting Violations
Employees must immediately report any violation of the Procedures to Compliance. All reports will be treated confidentially and investigated promptly and appropriately. Compliance will keep records of any violation of the Procedures, and of any action taken as a result of the violation. Violations of the Procedures may lead to disgorgement of profits, suspension of trading privileges for the particular employee, or disciplinary action up to and including termination.
B. Participation or Interest in Client Transactions
NBS may participate or have an interest in Client transactions as described below. NBS makes all investment management decisions in its Clients’ best interests.
1. Principal and Agency Transactions
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 NBS bought securities for its own inventory from an NBS advisory Client or sold securities from its inventory to an NBS advisory Client.

If NBS, its affiliates or its respective principals own a substantial equity interest in an account managed by NBS, a transaction involving that account and another Client could be characterized as a principal transaction. For example, if NBS, 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 NBS‐managed Separate Account could be deemed a principal transaction. A principal transaction presents conflicts of interest which may include the adviser or affiliate earning a fee or earning (or losing) money as a result of the transaction. NBS does not engage in principal transactions with Client Accounts.
2. Cross Transactions
NBS does not intend to engage in buying or selling of securities from one Client Account to another (typically referred to as a “cross trade” or “cross transaction”).
3. Affiliated Brokers
NBS is affiliated with NBBD, but does not effect any transactions in securities or other instruments for Client Accounts through NBBD. See Item 12.
4. Financial Interests in Securities or Investment Products
NBS may invest Client Accounts in securities or other assets of companies with which NBS or its affiliates have a business relationship, whether Client, broker, vendor or investment consultant. NBS’s 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 NBS’s fiduciary obligations.
5. Employee Investment in NBS Products
NBS advisory personnel may be investors in the Funds. Any such investments are made in conformity with the Procedures, which include the use of confidential information and personal investing.
6. Buying and Selling Securities That Are Recommended to Clients
NBS may recommend to Clients, investments in which NBS, its affiliates or advisory personnel of either are also invested. Personnel of NBS may also be invested directly in the Funds, subject to applicable law, and the performance fee distributions and management fee payable by such Funds may be separately negotiated by NBS. Certain Funds may elect to waive management or performance fees/allocations for employees of the Firm who invest in the Fund pursuant to the Firm’s employee investment program. NBS may recommend to Clients, securities or financial instruments, in which a related person has established an interest independent of NBS.

All such investments are made in conformity with aggregation and allocation procures (See Item 12.B) and Procedures that address conflicts of interest. 7. Other Interests in Client Transactions NBS advisory personnel may also be officers, employees and/or registered representatives of certain affiliates. In such capacity, they may sell or provide similar services as the services offered by NBS. The views and opinions of NBS or any of the affiliates and their research staff, may differ from one another. As a result, Client Accounts may hold securities or other investment products for which each of these entities may have a different investment opinion or outlook at the time of their acquisition or subsequent thereto.
C. Personal Trading
The Procedures contain NBS’s personal investment policy and procedures, where the key aspects include:
Disclosure of Personal Investment Accounts and Pre-Approval of Transactions
Employees and their Immediate Family2, or other parties named in an employee-related account must obtain prior approval from Compliance before opening an outside brokerage account and subsequently, before placing an order for a covered transaction. Transaction approvals are valid for 24 hours.
Holding Periods
Employee and employee-related accounts must hold investments for a minimum of thirty (30) calendar days after purchase and must hold investments in Affiliated Investment Companies3 for a minimum of sixty (60) calendar days after purchase.
Specific Investment Restrictions
 Short sales are permitted in certain circumstances, but are strongly discouraged.  Employees and employee related accounts are prohibited from receiving allocations of initial public offerings.  Any employee who wishes to invest in a hedge fund, limited partnership, closely held corporation or other outside private investment must obtain pre-approval from Compliance.
Reporting and Certification Requirements
Initial On commencing employment at NBS, employees are required to disclose their outside broker accounts. 2 Any of the following relatives sharing the same household and/or (who) are financially dependent on an Access Person: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, including adoptive relationships and/or any other person deemed to be an Immediate Family member by Compliance. 3 Each U.S. Registered Investment Company and series thereof for which the Firm is the investment manager, investment adviser, sub-adviser, administrator or distributor, or for which an affiliate of the Firm is the investment adviser or sub-adviser. Approval to open new outside brokerage accounts When an existing employee wishes to open a new outside brokerage account, it is compulsory for the employee to obtain pre-approval from Compliance. Employee will be requested to provide copies of monthly statements and confirmations to Compliance. Annual Employees are required to declare annually on or before January 30 of each year that: they have read, understand, and complied with the Procedures: they have reported all employee and employee-related accounts to Compliance; the transactions executed in these accounts have been approved as necessary; and, they have obtained the required approval and submitted the required reporting for any outside business activities.
D. Other Conflicts of Interests
1. Material Non-Public Information/Insider Trading
The Firm has established Procedures, including certain information barriers within the Firm, reasonably designed to prevent the misuse by the Firm and its personnel of material non-public information. The Procedures are designed to be in accordance with the requirements of the Advisers Act and other federal securities laws. In general, under the 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, however, certain businesses within the Firm may seek access to material non-public information. The Procedures address the process by which material non-public information may be acquired intentionally by the Firm and the sharing of information 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, but not limited to, the extent of the prohibition on trading that may 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 may give rise to a potential conflict of interest since NBS may be limiting the universe of public securities that NBS may purchase or sell. Similarly, where the Firm declines access to (or otherwise does not receive or share within the firm) material non-public information regarding an issuer, NBS may base its investment decisions with respect to assets of such issuer solely on public information, thereby limiting the amount of information available to NBS 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. If material non-public information is inadvertently obtained, employees are required to disclose it to Compliance whereupon the issuer to which the material non-public information relates will be included in a “Restricted List” distributed by Compliance. Any activities relating to such securities are required to be cleared by Compliance.
2. Gifts and Entertainment
Gifts and entertainment provided or received by NBS’s employees to/from Clients, prospective clients, vendors, suppliers, consultants and others with whom NBS conducts business can strengthen business relationships yet may also create actual or apparent conflicts of interest. Therefore, in accordance with its gifts and entertainment policy, all NBS employees are required to follow the following guiding principles:  No gifts or entertainment may be solicited  No cash or cash equivalents should be offered or accepted  All gifts and entertainment received or offered should be for a clear business purpose  All gifts and entertainment should not be excessive, inappropriate or intended to influence recipients inappropriately In addition to the above, NBS imposes certain specific restrictions on providing and receiving gifts and entertainment, including the imposition of monetary limits and requiring employees to report to, and, in certain circumstances, to obtain prior approval from Compliance. Compliance is responsible for carrying out ongoing monitoring of NBS’s practices on giving and receiving of gifts and entertainment.
3. Political Contributions
Due to the potential for conflicts of interest, the Firm has established Procedures relating to political contributions which are designed to comply with applicable federal, state and local law. All employees who are either US citizens or green card holders, their spouses or domestic partner, dependent children or others that the employee materially supports are required to seek preapproval before making any political contribution or engages in other political activities, including, but not limited to, volunteering or fundraising for a campaign.
4. Outside Business Activities
Given the nature of NBS’s business, employees who engage in outside activities may face numerous and significant conflicts of interest. Each new employee is required to complete an Outside Business Activities Disclosure and Approval Form to disclose any outside activities, including service as an employee, consultant, board member, partner, officer, director, owner or trustee of an organization that is not an affiliate of NBS. Prior to pursuing any outside business activity, an employee must:  complete the Outside Business Activities Disclosure and Approval form;  receives written approval from his/her manager; and  receives written approval from Compliance. General Guidelines When engaged in an approved outside business activity, an employee must always:  act in the best interest of NBS in the event a potential conflict of interest arises; remain aware of how personal activities can lead to conflicts, such as taking a second job with, or making an investment in, a customer, vendor or competitor;  discuss with his/her manager any situation that could be perceived as a potential conflict of interest; and  pro-actively address situations that may put his/her interests or those of a family member or friend in potential conflict with NBS’s. Service on Outside Boards Compliance determines Procedures to prevent the misuse of material non-public information which may be acquired through outside board service, as well as other Procedures or investment restrictions which may be required to prevent actual or potential conflicts of interest. In addition to complying with the Procedure, employees must be vigilant in identifying and managing the potential conflicts of interest that may arise by virtue of their service on outside boards. Depending on the circumstances, these conflicts may require the employee to recuse him or herself from deliberations of the board. In some cases, it may be necessary to resign from the Board entirely. Employees are encouraged to seek guidance from Compliance as to how these potential conflicts may be best addressed.
5. Outsourcing/Service Providers
The Firm must conduct appropriate due diligence on any outside vendor that provides products or services to the Firm and enter into an appropriate contract. The Firm’s relationships with outside vendors must be 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. Potential Conflicts of Interest Relating to Employee Compensation Arrangements
Employees of NBS may receive a portion of the fees or other compensation received by NBS or the Firm. Compensation methodology may vary and may be 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 may vary, an employee may have an incentive to promote, recommend or allocate assets based on the compensation to be received. To mitigate those potential conflicts, NBS has Procedures in place which are reinforced during the Firm’s annual training. See item 11.B.6 and 11.B.7 please register to get more info

A. Criteria for Selection of Broker-Dealers
Except where NBS has delegated investment discretion to a sub-adviser, NBS has discretion to select the broker-dealer for securities transactions for each Client Account. NBS looks to the overall quality of service provided by the broker-dealer and will consider many factors when making a selection for execution. The broker-dealer’s ability to provide best execution is of paramount importance in NBS’s selection of the broker-dealer. Best execution is not determined solely based on obtaining the lowest commission costs, but is an evaluation of a number of quantitative and qualitative factors. The factors that NBS will take into account when executing orders on behalf of a Client Account will include price, costs, speed, likelihood of execution and settlement, size, nature and any other consideration relevant to the execution of the order in question (including market impact). The best possible result for a particular transaction will be determined by the relative importance given by NBS to those factors, which will in turn determine the choice of broker. NBS will also take into account the following criteria:  Client’s characteristics, including Client’s categorisation as a professional client;  the characteristics of the relevant order;  the characteristics of the instruments or products that are the subject of the relevant order; and  the characteristics of the broker and the place of execution.
Research and Other Soft Dollar Benefits
NBS does not operate a soft dollar program. Its affiliates may acquire soft dollar benefits when sub-advising NBS’s Client Accounts. Please refer to Part 2A of the SEC registered affiliates’ Form ADVs for details.
Brokerage for Client Referrals
NBS does not enter into agreements with, or make commitments to, any broker-dealer that would bind NBS to compensate that broker-dealer, directly or indirectly, for Client referrals (or sale of fund interests) through the placement of brokerage transactions.
Directed Brokerage
Certain Clients of NBS may elect to use a specific broker-dealer for securities transactions in their account. To the extent NBS is required to direct some or all of the trades for such account to a specific broker-dealer, NBS does not have any role in, and does not have any responsibility for, Client’s selection of this broker-dealer. NBS 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, NBS cannot ensure in any given transaction for these accounts that it will be able to obtain the best price. For example, NBS may elect to purchase a security on behalf of certain of its Separate Accounts at a broker that NBS 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 may result in the Client not receiving certain benefits afforded NBS’s Clients for whom NBS 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 NBS retains discretion in selecting the broker-dealer, NBS will endeavor to use the selected broker but generally has no obligation to use the broker-dealer if, in NBS’s judgment, the use of the broker-dealer would not be consistent with NBS’s fiduciary obligations to obtain best execution or where NBS is not confident of the selected broker-dealer's execution capability for a particular transaction. Therefore, NBS does not accept any responsibility for not using the broker selected by a Client on any such transactions in which NBS does not allocate the brokerage to that broker.
Other Fees in Connection with Trading
In an effort to achieve best execution of portfolio transactions, NBS may place securities or future transactions for Client Accounts by utilizing electronic marketplace or trading platforms. Some of these electronic systems may impose additional service fees or commissions. NBS may pay these fees directly to the provider of the service or these fees may be included in the execution price of a security. NBS’s intention is that it will only use such systems and incur such fees if it believes that doing so helps it to achieve the best execution of the applicable transaction, taking into account all relevant factors under the circumstances. For example, NBS will consider the speed of the transaction, the price of the security, its ability to effect a block transaction and other factors discussed in this Brokerage Practices section.
Trade Errors
On occasion, an error may be made in a Client Account. For example, a security may be erroneously purchased for a Client Account instead of sold. In these situations, NBS generally seeks to rectify the error by placing the Client Account in a similar position as it would have been had no error occurred. Depending on the circumstances, various corrective steps may be taken, including but not limited to, canceling the trade, adjusting an allocation, and/or reimbursing the account. While NBS will generally compensate Client Accounts for actual losses suffered as a result of a trade error caused through the fault of NBS, NBS does not compensate its Clients for lost investment opportunities (e.g., the failure to take advantage of investment or market improvements).
B. Aggregation of Orders/Allocation of Trades
Aggregation
Transactions for each Client Account generally will be effected on a block trade basis, where NBS decides to purchase or sell the same security or financial instrument for several Client Accounts at approximately the same time. NBS may (but is not obligated to) combine or block trade such orders in order to secure certain efficiencies and results with respect to execution, clearance and settlement of orders. This aggregation of orders across Client Accounts could lead to a conflict of interest in the event an order cannot be entirely fulfilled and NBS is required to determine which accounts should receive executed shares and in what order. To mitigate such conflicts, NBS has adopted allocation procedures, reasonably designed to treat all participating accounts fairly (see below). NBS is not obligated to include every Client Account in an aggregated trade. A variety of factors is used to determine whether a particular Client Account may or may not participate in a particular aggregated transaction. These include investment objectives and strategies, position weightings, cash availability, and risk tolerance. NBS will aggregate and allocate orders only in a manner designed to ensure that no Client Account is favored or disfavored and that participating Client Accounts are treated in a fair and equitable manner over time. NBS may not intentionally allocate profitable trades at each day’s end so as to favor disproportionally certain Clients without appropriate disclosure. When a block trade order is filled in its entirety, each participating Client Account will participate at the average price paid or received, per share or unit, on that day for the order, and share in any associated transaction costs, based upon the initial amount requested for the account (subject to certain size- or cost-related exceptions). When price averaging is used, some Client Accounts will get a better price and some Client Accounts will get a worse price than they would have received if price averaging was not used. When a block trade order is partially filled, the order will be allocated in accordance with NBS’s written aggregation and allocation procedures. These procedures are described generally below. NBS will receive no additional compensation or remuneration of any kind as a result of the aggregation of Client trades.
Allocation of Investment Opportunities
NBS provides investment management services to a number of Client Accounts and may deal with conflicts of interest when allocating investment opportunities among such Client Accounts. For example: (i) NBS receives different investment management fees in respect of different Client Accounts; (ii) the performance records of some Client Accounts are more public than the performance records of other Clients; and (iii) NBS and its affiliates, owners, officers and employees have invested substantial amounts of their own capital in some Client Accounts, but do not invest their own capital in every Client Account. The majority of NBS’s Clients pursue specific investment strategies, many of which are similar. NBS expects that, over long periods of time, most Client Accounts employing similar investment strategies should experience similar, but not identical, investment performance. Many factors affect investment performance, including but not limited to: (i) the timing of cash deposits and withdrawals to and from an account; (ii) the fact that NBS may not purchase or sell a given security on behalf of all Client Accounts employing similar strategies; (iii) price and timing differences when buying or selling securities; (iv) the size of the Client Account and (v) each Client Account’s own different investment restrictions. The NB Asia Trade Aggregation and Allocation Policy is designed to minimize possible conflicts of interest in trading for Client Accounts. NBS considers many factors when allocating securities and financial instruments among Client Accounts, including but not limited to the Client’s investment objectives, applicable restrictions, the type of investment or financial instrument, the number of shares or contracts purchased or sold, the size of the account, the amount of available cash or the size of an existing position or weighting in an account. Client Accounts are not assured of participating equally or at all in particular investment allocations. The nature of a Client Account’s investment style may exclude it from participating in many investment opportunities, even if the Client is not strictly precluded from participation based on written investment restrictions. NBS 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. NBS maintains procedures to allocate securities in fixed income new issues and secondary offerings. The factors taken into account in allocating of 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. Once those requirements are met, the securities are generally allocated on a pro rata basis based on the assets under management of each account. Compliance is responsible for monitoring and interpreting these Procedures. please register to get more info

A. Periodic Reviews
NBS’s portfolio managers, research analysts and traders hold weekly meetings where they review market conditions in a broader context. Portfolio managers review market and Client positioning on a daily ongoing basis. Compliance reviews transactions for compliance with investment guidelines, possible conflicts and adherence to the Procedures and regulatory obligations, on a regular basis. Reviews may be in the form of trade data and exception reports. Topics covered in the review include, but are not limited to, trading on the basis of material, non-public information and trading in affiliated securities.
B. Non-Periodic Reviews
Other than the periodic review of accounts described above, a review of individual Client Accounts will also be triggered by anomalies in the investment strategy (e.g.¸ performance numbers do not look right for the portfolio). Account reviews may also take place as a result of major changes in macro- or micro-economic conditions, and material market, economic or political events. Further, changes in regulation may cause NBS to review Client Accounts.
C. Client Reports
Clients receive such reports as are provided for in the Fund’s Offering Document (or, on rare occasion, as otherwise negotiated with NBS), or relevant investment management agreement. Depending on the account, Clients may also receive some of the following regular written reports:  Monthly commentary;  Monthly/ Quarterly statement from the fund administrator;  Monthly Fact Sheet; and  Annual letter. Clients should carefully review any statements or other reports that they receive from a custodian and compare them to the Client reports provided by NBS. please register to get more info

A. Compensation by Non-Clients
Not applicable.
B. Compensation for Client Referrals
Subject to applicable law, certain Firm employees are eligible to earn an account referral bonus for referring a potential client to NBS. Firm’s senior management determines whether an employee’s involvement was significant enough to warrant this bonus. From time to time, in accordance with applicable law, NBS may retain and compensate third parties for introducing new Clients to NBS. The compensation to such parties generally represents a percentage of the management fee paid by the Client to NBS. Clients may a higher fee than they would otherwise pay due to the solicitor’s or placement agent’s involvement in the introduction. From time to time, NBS may refer a Client to unaffiliated financial institutions or other professional service providers for purposes of rendering certain services to the Client. These services are generally not directly provided by NBS. The referral may result in the Client allocating additional assets to NBS for management.
Consultants
NBS actively seeks to educate consultants, broker-dealers, and other financial intermediaries (jointly referred to in this section as “Consultants”) about its investment management services. NBS sponsors educational events where its representatives meet with Consultants and/or their Clients. NBS may pay some of the costs associated with educational events, which provide NBS’s representatives with an opportunity to meet with Consultants and/or Clients. These fees are paid by NBS from its own resources, which include the management fees received from the Clients. Clients should confer with their Consultant regarding the details of the payments their consultants may receive from NBS. please register to get more info

Separate Accounts
Generally, neither NBS nor its affiliates will maintain possession or custody of any assets constituting a Separate Account. Such assets are generally deposited with a qualified custodian selected and appointed by the Client. Under the investment management agreement, NBS may be entitled to management fees to be paid out of the account by the qualified custodian. When it does so, NBS will send the Client and custodian an invoice stating the fee and the calculation it was based on. The fees charged will be included in the statement sent to the Client by the respective custodian. The Client must instruct the custodian to pay NBS. In addition, as described in Item 13.C above, the qualified custodian will provide Clients with account statements. Separate Account Clients should carefully review the account statements received from NBS against reports received from the qualified custodian.
Funds
NBS or its affiliates will not maintain physical possession of the funds or securities of any Fund. However, for those Funds where an affiliate serves as managing member or general partner, the affiliate will have “legal custody” to access the Fund’s account, and as a result, will be deemed to have custody over that account for purposes of the Custody Rule under the Advisers Act. To comply with the Custody Rule, with respect to such Fund, NBS or the third-party administrator to the Fund will provide each investor, annually, with audited financial statements, prepared in accordance with GAAP or IFRS, within 120 days following the end of the Fund’s fiscal year. please register to get more info

Except to the extent that NBS has delegated investment discretion to a sub-adviser, NBS has the authority to determine, without obtaining specific Client consent, the securities or financial instruments to be bought or sold and the amount of securities or financial instruments to be bought or sold for a Client Account. NBS’s discretionary authority is derived from an express grant of authority under each Client Account’s investment management agreement with NBS. Purchases and sales must be suitable for the particular Client Account and limitations may be imposed as a result of instructions from the Client. Clients may limit NBS’s authority by prohibiting or by limiting the purchasing of certain securities or financial instruments. See Item 4.C Pursuant to the Firm’s Procedures on 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, 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 may be circumstances which will prevent the purchase or sale of securities for Client Accounts for a period of time. See Item 11.D.1 please register to get more info

NBS generally invests, on behalf of its Clients, in debt instruments that do not have voting rights, and as such, NBS currently has not adopted a policy with respect to voting Clients’ securities. please register to get more info

A. Prepayment of Fees (Six or more months in advance)
Not applicable.
B. Impairment of Contractual Commitments
NBS has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients.
C. Bankruptcy Petitions
NBS has not been the subject of a bankruptcy proceeding. please register to get more info