A. DescriptionoftheFirm
Neuberger Berman Loan Advisers LLC (“NBLA”) is a Delaware series limited liability company,
formed in November 2015 that commenced operations in January 2017. NBLA’s affiliates date
back to the founding of Neuberger & Berman in 1939, the predecessor to Neuberger Berman BD
LLC (formerly Neuberger Berman LLC). NBLA’s principal office is located in Chicago, Illinois.
NBLA is directly owned by Neuberger Berman Loan Advisers Holdings LP, a Cayman Islands
exempted limited partnership (“Holdings”). Class A Interests in Holdings are held by Neuberger
Berman Investment Advisers LLC (“NBIA”), a Delaware limited liability company and an
investment adviser registered with the SEC. NBIA is an indirect wholly-owned subsidiary of
Neuberger Berman Group LLC (“NBG”). Class B Interests in Holdings are held by Neuberger
Berman Loan Advisers Holdings (Delaware) LP, a Delaware limited partnership, and Neuberger
Berman Loan Advisers Holdings (Cayman) LP, a Cayman Islands exempted limited partnership.
NBLA’s primary business consists of (i) acting as the named collateral manager of a number of
collateralized loan obligations transactions, including any type of short-term or long-term
warehouse or repurchase agreement facilities in connection therewith (referred to collectively
herein as “CLOs”); (ii) engaging in trading activities including, but not limited to, entering into
conditional sale agreements and agreeing to acquire loans on its own account as an “originator,”
“sponsor” or “original lender” for purposes of the EU Securitization Rules and the UK
Securitization Rules (as defined in Item 11.B.4); (iii) directly, or indirectly through one or more
subsidiaries, acting as the holder of EU/UK Retention Interests (as defined in Item 11.B.4) and any
interests that may have been required pursuant to the U.S. Risk Retention Rules (as defined in
Item 11.B.4) (collectively, the “RetentionInterests”) in the CLOs; and (iv) acting as the holder of
the Preferred Return Notes and Performance Notes (each as defined in Item 5.A) issued by each
CLO in respect of which NBLA holds a Retention Interest.
NBLA has established a separate series (each a “Series”, and together, the “Series”) for (1) CLO
collateral management activities (the “Management Series”), (2) EU/UK risk retention
“origination” activities, if any (the “EU/UKOriginatorSeries”), and (3) holding the Retention
Interests, the Performance Notes and the Preferred Return Notes (the “RiskRetentionSeries”).
The interests in each Series are held by Holdings.
NBLA is managed by a board of directors (the “BoardofDirectors” or the “Board”) consisting of
at least two directors appointed by Holdings (as directed for these purposes by the holders of the
Class A Interests in Holdings (the “ClassAInvestors”)). The directors are Brad Tank, Joseph
Amato, Kenneth deRegt and Stephen Wright. The Board is the “manager” of NBLA under the
Delaware Limited Liability Company Act with the ultimate responsibility over the business and
affairs of NBLA. A director may be removed by a majority vote of the Board of Directors or by
Holdings, as directed for these purposes by the Class A Investors. If a director is removed or
resigns for any reason, then Holdings (as directed for these purposes by the Class A Investors)
shall appoint a replacement director.
The Board of Directors has appointed, and delegated authority to make investment decisions
within certain pre-defined investment parameters in respect of a CLO and NBLA’s assets, to an
investment committee consisting of certain of the employees of NBLA and subject to the general
supervision and oversight of the Board of Directors (the “Investment Committee”). The
members of the Investment Committee are Joseph Lynch, Stephen Casey and Pim van Schie. NBLA
is able to enter into transactions, including engagement letters with respect to new warehouse
and CLO transactions, collateral management agreements, credit agreements, indentures,
purchase and sale agreements, risk retention letters, subscription agreements and other
documentation, on the instruction of the Investment Committee but without prior approval of the
Board of Directors or the NBLA investors if such transactions are consistent with NBLA’s
investment parameters. The sponsorship of a new CLO or warehouse facility outside of the
investment parameters requires the consent of Holdings, as directed for these purposes by a
supermajority-in-interest of the Class B Investors.
NBIA (in such capacity, the “Sub‐Advisor”) acts as sub-advisor to NBLA with respect to all CLOs
managed by NBLA pursuant to a Sub-Advisory Agreement between the Sub-Advisor and NBLA
(the “Sub‐Advisory Agreement”). The Sub-Advisor assists NBLA by, among other things,
providing research and credit analysis services, sourcing assets and making recommendations
regarding assets to be acquired and sold by NBLA in its capacity as collateral manager for the CLOs,
and making recommendations regarding whether and when to close CLOs or refinance or reprice
the notes issued by the CLO issuers. The Sub-Advisor advises NBLA with regard to all or
substantially all of its investment and other activities; provided that, in connection with each CLO,
the Investment Committee shall retain final responsibility for: (i) approving the collateral
management parameters for the CLO issuer, (ii) participating in the credit review of all assets
proposed to be acquired by the CLO issuer, and (iii) approving the purchase and sale of any asset
by any CLO issuer. For a more complete discussion of NBIA, please refer to NBIA’s Form ADV
which is publicly available at www.adviserinfo.sec.gov.
NBIA (in such capacity, the “StaffandServicesProvider”) provides (i) certain middle and back-
office services (including legal, compliance and execution) (collectively, “SupportServices”), (ii)
other administrative services, infrastructure and shared office space (collectively,
“Administrative Services”), and (iii) the
services of Shared Employees (as defined below) to
NBLA pursuant to a Staff and Services Agreement between the Staff and Services Provider and
NBLA (the “StaffandServicesAgreement”).
The investment management activities of NBLA, and the day-to-day management of the business
and affairs of NBLA, are performed by NBLA’s officers and employees, with ultimate credit and
investment decision-making authority resting with the Investment Committee.
Certain employees of NBLA (“SharedEmployees”) are jointly employed by NBLA and the Staff
and Services Provider pursuant to the Staff and Services Agreement (and may be employed by
other entities that are affiliated with the Staff and Services Provider), but such employees are
under the direction and supervision of the Board of Directors in the performance of their duties
related to NBLA. In addition, NBLA may hire certain employees that are not employees of the Staff
and Services Provider. All of the employees of NBLA have entered into employment agreements
with NBLA, in addition to any provision for such employees in the Staff and Services Agreement.
Background–NeubergerBermanGroup
NBG is a holding company the subsidiaries of which (collectively referred to herein as the “Firm”)
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, 2023, the Firm
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.
The Firm is headquartered in New York, New York. As of December 31, 2023, the Firm had over
2,800 employees worldwide.
NBLA’s investment management services are further discussed below.
B. TypesofAdvisoryServices
NBLA serves as the collateral manager to CLOs, providing discretionary collateral management
services. NBLA’s investment services are limited to CLOs. CLOs typically issue rated senior and
mezzanine notes and unrated subordinated notes in private placement transactions only to
persons or entities that are (i) both “qualified institutional buyers” within the meaning of Rule
144A under the Securities Act of 1933, as amended (the “Securities Act”), and “qualified
purchasers” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as
amended (the “InvestmentCompanyAct”), provided that certain notes may be issued to persons
or entities that are both “accredited investors” as defined in Section 501(a) of Regulation D under
the Securities Act and either qualified purchasers or “knowledgeable employees” within the
meaning of Rule 3c-5 under the Investment Company Act, or (ii) not “U.S. Persons” in offshore
transactions under Regulation S under the Securities Act.
NBLA provides investment services that may include, among other things, (i) approving the
collateral management parameters for the CLO issuer, (ii) participating in the credit review of all
assets proposed to be acquired by the CLO issuer, and (iii) approving the purchase and sale of any
asset by any CLO issuer. Clients should refer to each CLO’s offering circular, indenture and other
constitutional and offering documents (collectively, the “CLOOfferingMaterials”) for additional
information.
NBLA’s primary business consists of (i) acting as the named collateral manager of CLOs; (ii)
engaging in trading activities including, but not limited to, entering into conditional sale
agreements and agreeing to acquire loans on its own account as an “originator,” “sponsor” or
“original lender” for purposes of complying with the EU Securitization Rules and UK Securitization
Rules; (iii) directly, or indirectly through one or more subsidiaries, acting as the holder of
Retention Interests in the CLOs; and (iv) acting as the holder of the Preferred Return Notes and
Performance Notes issued by each CLO in respect of which NBLA holds a Retention Interest.
The loans and interests therein held by the CLOs managed by NBLA consist primarily of non-
investment grade loans or interests in non-investment gradeloans (“CollateralObligations”),
1 Firm assets under management figures reflect the collective assets for the various subsidiaries
and affiliates of NBG.
together with certain related assets and cash equivalents (collectively, the “Assets”). Clients
should refer to the applicable CLO Offering Materials for additional information.
The CLOs rely on Section 3(c)(7) of the Investment Company Act, or other applicable exceptions
or exemptions under the Investment Company Act, as the basis for their exemptions from the
registration requirements of the Investment Company Act.
The CLOs for which NBLA serves as collateral manager may also be collectively referred to herein
as the “ClientAccounts.”
C. ClientTailoredServicesandClientTailoredRestrictions
NBLA enters into discretionary collateral management agreements with the CLOs. Services are
performed in accordance with the terms of each such agreement. Each CLO may impose
investment restrictions as it deems appropriate. Such investment restrictions are typically set
forth in the applicable CLO Offering Materials.
Each CLO has a Trustee and an independent board of directors that is responsible for providing
oversight of the CLO. Each CLO and its Trustee and board of directors may have the ability to
impose restrictions on investing in certain securities or types of securities.
The performance of Client Accounts that are subject to restrictions imposed by clients will vary
from the account performance of unrestricted accounts that NBLA and/or NBIA manages with the
same investment strategy.
D. AssetsunderManagement
As of December 31, 2023, NBLA had approximately $6,388,129,607 in discretionary assets under
management.