A. DescriptionoftheFirm
Neuberger Berman Loan Advisers II LLC (“NBLA II”) is a Delaware series limited liability
company,formed in October 2019 that commenced operations in 2020. NBLA II’s affiliates date
back to the founding of Neuberger & Berman in 1939, the predecessor to Neuberger Berman BD
LLC (formerly Neuberger Berman LLC). NBLA II’s principal office is located in Chicago, Illinois.
NBLA II is directly owned by Neuberger Berman Loan Advisers Holdings II 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 II (Cayman) LP, a Cayman Islands exempted limited partnership,
and Neuberger Berman Loan Advisers Holdings II (Delaware) LP, a Delaware limited partnership.
NBLA II’s primary business consists of (i) acting as the named collateral manager of a number of
U.S. Dollar-denominated 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 investments in the “equity” or “first loss
tranche” of CLOs (which may constitute EU Retention Interests (as defined in Item 11.B.4))
(collectively, the “RetentionInterests”); (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
II holds a Retention Interest; (v) making investments in Outside Investment Opportunities (as
defined in Item 11.B.4) through a Sidecar Series (as defined below); and (vi) engaging in any and
all activities necessary, advisable or incidental to the foregoing (including complying with any Risk
Retention Rules (as defined in Item 11.B.4)).
NBLA II 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 “EUOriginatorSeries”), (3) holding the Retention Interests,
the Performance Notes and the Preferred Return Notes (the “RiskRetentionSeries”), and (4)
holding investments in Outside Investment Opportunities (the “SidecarSeries”). The interests
in each Series are held by Holdings.
NBLA II 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 II under the
Delaware Limited Liability Company Act with the ultimate responsibility over the business and
affairs of NBLA II. 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 II’s assets, to an
investment committee consisting of certain of the employees of NBLA II 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
II 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 II investors if such transactions are consistent with NBLA II’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 II with respect to all CLOs
managed by NBLA II pursuant to a Sub-Advisory Agreement between the Sub-Advisor and NBLA
II (the “Sub‐AdvisoryAgreement”). The Sub-Advisor assists NBLA II by, among other things,
providing research and credit analysis services, sourcing assets and making recommendations
regarding assets to be acquired and sold by NBLA II 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 II 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 II pursuant to a Staff and Services Agreement between the Staff and Services Provider and
NBLA II (the “StaffandServicesAgreement”).
The investment management activities of NBLA II, and the day-to-day management of the business
and affairs of NBLA II, are performed by NBLA II’s officers and employees, with ultimate credit and
investment decision-making authority resting with the Investment Committee.
Certain employees of NBLA II (“SharedEmployees”) are jointly employed by NBLA II 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 II. In addition, NBLA II may hire certain employees that are not employees of the
Staff and Services Provider. All of the employees of NBLA II have entered into employment
agreements with NBLA II, 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 II’s investment management services are further discussed below.
B. TypesofAdvisoryServices
NBLA II serves as the collateral manager to CLOs, providing discretionary collateral management
services. NBLA II’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 II 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 II’s primary business consists of (i) acting as the named collateral manager of U.S. Dollar-
denominated 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,”
1 Firm assets under management figures reflect the collective assets for the various subsidiaries
and affiliates of NBG.
“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; (iv) acting as the holder of the Preferred Return Notes
and Performance Notes issued by each CLO in respect of which NBLA II holds a Retention Interest;
(v) making investments in Outside Investment Opportunities through a Sidecar Series; and (vi)
engaging in any and all activities necessary, advisable or incidental to the foregoing.
The loans and interests therein held by the CLOs managed by NBLA II consist primarily of non-
investment grade loans or interests in non-investment gradeloans (“CollateralObligations”),
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 II serves as collateral manager may also be collectively referred to
herein as the “ClientAccounts.”
C. ClientTailoredServicesandClientTailoredRestrictions
NBLA II 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 II and/or NBIA manages with
the same investment strategy.
D. AssetsunderManagement
As of December 31, 2023, NBLA II had approximately $9,329,951,993 in discretionary assets
under management.