A. DescriptionoftheFirm
NB Canada is a company existing under the laws of British Columbia, Canada and has its principal
place of business in Toronto, Ontario, Canada. NB Canada was formed in March 2010 and
commenced operations as an investment adviser in August 2011.
NB Canada is registered with the U.S. Commodity Futures Trading Commission (“CFTC”) as a
commodity trading advisor (“CTA”) and a commodity pool operator (“CPO”), and is a member of
the U.S. National Futures Association (“NFA”). In Canada, NB Canada’s primary regulator is the
Ontario Securities Commission, with which NB Canada is registered as a portfolio manager,
investment fund manager, exempt market dealer and commodity trading manager. NB Canada is
also registered as a portfolio manager and exempt market dealer in Alberta, British Columbia,
Manitoba, New Brunswick, Nova Scotia, Québec and Saskatchewan, and is also registered as an
investment fund manager in Québec and Newfoundland and Labrador.
NB Canada specializes in a systematic, process-driven form of investment management, where
investment decisions are generally made by performing quantitative analysis. NB Canada
employs mathematical strategies that rely on patterns inferred from historical prices and other
data in evaluating prospective investments.
NB Canada provides a range of discretionary investment management services on both a direct
and sub-advisory basis to a variety of clients, including individuals, institutions, non-U.S.
registered funds and private investment funds.
IndirectOwnershipBackground–NeubergerBermanGroup
Neuberger Berman Group LLC (“NBG”) is a holding company the subsidiaries of which
(collectively referred to herein as the “Firm” or “NeubergerBerman”) provide a broad range of
global investment solutions – equity, fixed income, multi-asset class and alternatives – to
institutions and individuals through products including separately managed accounts, mutual
funds and private investment vehicles. As of December 31, 2023, Neuberger Berman had
approximately $463 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.
1 Firm assets under management figures reflect the collective assets for the various affiliated investment advisers that
are subsidiaries of NBG.
Neuberger Berman is headquartered in New York, New York. As of December 31, 2023,
Neuberger Berman had approximately 2,826 employees in 39 cities around the world.
NB Canada’s investment management services are further discussed below.
B. TypesofAdvisoryServices
NB Canada currently provides the following types of advisory services:
SeparatelyManagedAccounts
NB Canada provides ongoing discretionary investment management services to institutional
clients based on the individual investment goals, objectives, time horizon, and risk tolerance of
each client. NB Canada also provides ongoing discretionary investment management services to
individuals on a sub-advisory basis (see “Sub-Advisory Services”, below).
NB Canada provides its advisory services through separately managed accounts for institutional
clients (“SeparateAccounts”).
NB Canada typically provides investment services that may include, among other things,
determination as to: (a) which securities to buy or sell; (b) the total amount of securities to buy or
sell; (c) the broker or dealer through which securities are bought or sold; (d) the commission rates
at which securities transactions are effected; and (e) the prices at which securities are to be bought
or sold, which may include dealer spreads or mark-ups and transaction costs.
PrivateInvestmentVehicles
NB Canada provides discretionary investment management services to privately offered
investment vehicles (“PrivateFunds”).
The Private Funds are generally organized or “sponsored” by NB Canada or an affiliate of NB
Canada. For certain Private Funds, employees of NB Canada may also serve as officers, directors
or other persons authorized to facilitate the operation of the Private Funds.
The Private Funds are not registered under the Investment Company Act, and their shares or
interests, as applicable, are not registered under the Securities Act, and are instead sold to
qualified investors who meet certain criteria on a private placement basis. The Private Funds
managed by NB Canada require that investors be (1)(a) “accredited investors” as defined under
Regulation D under the Securities Act (“RegulationD”) and (b) qualified purchasers as defined in
Section 2(a)(51)(A) of the Investment Company Act or “knowledgeable employees” under Rule
3c-5 of the Investment Company Act or (2) not “U.S. Persons” as defined under Regulation S of the
Securities Act. To the extent the Private Funds are offered into Canada, investors are required to
qualify as “permitted clients” as defined in Canadian National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations (“NI 31-103”). Accordingly, the
Private Funds are not publicly offered in the United States or Canada. Private Funds may or may
not be continuously offered.
Clients should refer to each Private Fund’s offering memorandum, private placement
memorandum and/or constitutional documents, as applicable (the “Offering Documents”) for
additional information. For a list of certain of the Private Funds, please refer to Section 7.B(1) and
(2) of Schedule D of Part 1 of NB Canada’s Form ADV which is publicly available at
www.adviserinfo.sec.gov.
Sub‐AdvisoryServices
NB Canada acts as sub-adviser for affiliated and unaffiliated non-U.S. funds registered under the
securities laws of offshore jurisdictions (“Sub‐Advised Funds”). NB Canada also acts as sub-
adviser to certain affiliated and unaffiliated investment advisers providing discretionary
investment management services to institutional or high net worth clients through separate
accounts (the "Sub‐AdvisedSeparateAccounts”).
High net worth sub-advisory clients should review NB Canada’s Form CRS, which is available at
https://www.nb.com/en/us/regulatory-disclosures/form-crs-nbc.
The Separate Accounts, Private Funds, Sub-Advised Funds and Sub-Advised Separate Accounts are
collectively referred to herein as the “ClientAccounts.”
C. ClientTailoredServicesandClientTailoredRestrictions
NB
Canada enters into discretionary investment management agreements with its Separate
Account clients. See Item 16. Clients may impose restrictions on investing in certain securities or
other assets in accordance with their particular needs. However, generally, NB Canada can decide
not to accommodate investment restrictions deemed unduly burdensome or materially
incompatible with NB Canada’s investment approach. Further, NB Canada can generally decline
to permit any account restriction that affects more than a stated percentage of the Client Account.
From time to time, NB Canada is engaged to provide limited investment management services
such as liquidating a client’s account.
NB Canada enters into discretionary investment management agreements with Private Funds.
Services are performed in accordance with the terms of each such agreement. Each Private Fund
may impose investment restrictions as it deems appropriate. Such investment restrictions are
typically set forth in the Offering Documents for each Private Fund.
In the case of the Sub-Advised Funds and Sub-Advised Separate Accounts, NB Canada enters into
a sub-advisory agreement with the investment adviser to each Sub-Advised Fund or Sub-Advised
Separate Account. The terms and conditions of these arrangements may vary, and any contact
between NB Canada and the ultimate client will typically take place through the applicable
investment adviser. Each Sub-Advised Fund or Sub-Advised Separate Account is managed in
accordance with the investment objectives, policies and restrictions set forth in the sub-advisory
agreement between NB Canada and the investment adviser or investment management
agreement between the investment adviser and the ultimate client, as the case may be.
The investment guidelines of the Separate Accounts, Sub-Advised Funds and Sub-Advised
Separate Accounts may restrict the ability of NB Canada to invest in Private Funds for such
accounts.
The performance of Client Accounts that are subject to restrictions imposed by clients will vary
from the account performance of unrestricted accounts that NB Canada manages with the same
or a similar investment strategy.
D. WrapandRelatedPrograms
NB Canada does not currently participate in any discretionary wrap programs (“Wrap
Programs”) in respect of U.S. clients. NB Canada participates as a sub-adviser in Wrap Programs
in respect of Canadian clients.
A Wrap Program is an investment program where clients of Wrap Programs generallypay to the
Wrap Program sponsors (“Wrap Sponsors”) one bundled or “wrapped” fee that covers
investment management, trade execution, custodial services and other administrative services.
The clients of the Wrap Programs are referred to herein as “Wrap Program Clients”. The Wrap
Sponsors are typically broker-dealers, financial institutions or other investment advisers that
establish, operate and administer the Wrap Programs. The Wrap Sponsors are responsible for
reviewing the financial circumstances, investment objectives, risk tolerances and investment
restrictions of each Wrap Program Client. For each Wrap Program Client, the Wrap Sponsors are
responsible for determining the suitability of, and eligibility (including any applicable investor
qualifications) to participate in, the Wrap Programs and the suitability of the investment
strategy(ies) selected.
Subject to its obligation to seek best execution, NB Canada will seek to execute equity transactions
for Wrap Program Client accounts, and anticipates that the majority of equity transactions for the
accounts will be executed, through the Program Sponsors or designated brokers. However,
depending on their capabilities or the types of securities traded, such as securities with smaller
market capitalizations, foreign securities, or thinly traded securities, NB Canada will at times trade
certain equity strategies away from the Wrap Program Sponsors or designated brokers more
frequently, which could result in a material percentage of equity transactions being executed with
brokers other than the Wrap Program Sponsors or designated brokers. When trades are executed
through the Wrap Program Sponsors or designated brokers, the bundled fee paid by each Wrap
Program Client typically covers all brokerage commissions and execution costs on the trades.
When NB Canada chooses to trade away from the Wrap Program Sponsors or designated brokers
and execute trades through broker-dealers other than the Wrap Program Sponsors or designated
brokers, while NB Canada does not charge any additional fees or commissions, the Wrap Program
Clients will generally incur transaction-related charges, which include mark-ups/concessions
built into fixed income transaction prices due to the over-the-counter nature of the market, trade-
away fees, which include electronic trading platform fees, and fees associated with foreign
securities transactions, which are in addition to the Wrap Program Sponsor’s fee paid by each
Wrap Program Client. Please refer to Item 5.C for a further description of additional execution
and other costs that are incurred by Wrap Program Clients. Clients that enroll in Wrap Programs
should satisfy themselves that the Wrap Program Sponsors or designated brokers are able to
provide best execution of transactions.
The services provided by each of NB Canada and the Wrap Program Sponsors are described in the
Wrap Program Sponsors’ disclosure materials and the contracts Wrap Program Sponsors have
with their Wrap Clients.
NB Canada does not generally communicate directly with Wrap Program Clients (including
communications with respect to changes in a Wrap Program Client’s investment objectives or
restrictions), and all communications generally must be directed through the Wrap Program
Sponsor. Also, NB Canada does not provide overall investment supervisory services to Wrap
Program Clients. NB Canada is not in a position to determine and is not responsible for
determining the suitability of, or eligibility (including any applicable investor qualifications) to
participate in, any Wrap Program for a Wrap Program Client or the suitability of any investment
strategies available under the Wrap Program with respect to Wrap Program Clients.
Please refer to Section 5.I(2) of Schedule D of Part 1A of NB Canada’s Form ADV for a full list of
the Wrap Programs in which NB Canada participates.
E. AssetsunderManagement
DiscretionaryAmounts:Non‐DiscretionaryAmounts:DateCalculated:
$ 11,176,653,669 $0 12/31/2023