A. Description of the Firm
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 advisory services on a discretionary basis to its clients, which include: (a)
separately managed accounts, (b) private investment funds, (c) a Canadian manager of exchange-
traded funds (“ETFs”), mutual funds and close-ended funds (together, the “Canadian Funds”),
(d) affiliated non-U.S. funds registered under the securities laws of offshore jurisdictions (“Non-
U.S. Registered Funds”) and (e) affiliated and unaffiliated investment advisers.
With respect to the Canadian Funds, NB Canada acts as a sub-adviser to Purpose Investments Inc.
(“Purpose Investments”), an investment advisory firm located in Toronto, Ontario, Canada. The
Canadian Funds are offered to Canadian residents. Certain officers of NB Canada have an indirect
economic interest in an affiliate of Purpose Investments.
Indirect Ownership Background – Neuberger Berman Group
Neuberger Berman Group LLC (“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, mutual
funds and private investment vehicles. As
of December 31, 2022, Neuberger Berman had
approximately $427 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.
Neuberger Berman is headquartered in New York, New York. As of December 31, 2022,
Neuberger Berman had approximately 2,690 employees in 39 cities around the world.
NB Canada’s investment management services are further discussed below.
B. Types of Advisory Services
NB Canada currently provides the following types of advisory services:
Separately Managed Accounts
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 provides its advisory services through separately managed accounts for institutional
clients (“Separate Accounts”).
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.
Private Investment Vehicles
NB Canada provides discretionary investment management services to privately offered
investment vehicles (“Private Funds”).
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
1 Firm assets under management figures reflect the collective
assets for the various affiliated investment advisers that
are subsidiaries of NBG.
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 (“Regulation D”) 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-Advisory Services
NB Canada acts as sub-adviser for a variety of products, including the Non-U.S. Registered Funds
and the Canadian Funds (collectively, the “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-Advised Separate Accounts”).
High net worth 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 “Client Accounts.”
C. Client Tailored Services and Client Tailored Restrictions
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 or
sub-advisory agreements with investment advisers to 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. Wrap and Related Programs
E. Assets under Management
Discretionary Amounts: Non-Discretionary Amounts: Date Calculated:
$ 8,152,458,123 $0 12/31/2022