Green Court is a Hong Kong corporation that was formed in August 2016. Green Court is a
wholly owned subsidiary of Green Court Management Holdings LLC which is, in turn, owned by
Green Court Capital Holdings Limited and Neuberger Berman Group LLC as a passive minority
investor. Green Court Capital Holdings Limited is owned by Frank Yao and certain employees of
Green Court.
Green Court is also licensed with and regulated by the Hong Kong Securities and Futures
Commission to undertake various investment management activities, including advising on
securities (“Type 4”) and asset management (“Type 9”) under the Securities and Futures
Ordinance of Hong Kong. Green Court is also registered in Canada as an adviser under the
category of portfolio manager in the Canadian provinces of Alberta, British Columbia, Ontario
and Quebec.
Types of Advisory Services
Green Court provides the following types of investment management services:
A. Separate Accounts
Green Court provides ongoing discretionary investment management services to institutional
clients by way of separately managed accounts (“Separate Accounts”). These Separate
Accounts may invest in the same strategies employed by one or more of the Funds described
below, or in customized strategies based on those employed by one or more of the Funds. The
investment strategies employed for Separate Accounts may differ from those for the Funds
described below with respect to, among other things, use of leverage, use of concentration
limits as to certain types of investments, information rights and other client-directed portfolio
guidelines.
B. Funds
Green Court currently provides discretionary investment management services to the
following pooled investment vehicles (the “Funds”):
Private Funds
Green Court acts as the investment manager to the following privately offered funds (“Private
Funds”):
• Green Court Greater China Long/Short Equity Fund, Ltd. and Green Court Greater China
Long/Short Equity Master Fund, Ltd. (collectively the “Green Court Greater China
Long/Short Equity Funds”);
• Green Court Greater China Long-Only Equity Fund Ltd. and Green Court Greater China
Long-Only Equity Master Fund Ltd. (collectively the “Green Court Greater China Long-
Only Equity Funds”);
• Green Court China Opportunity Fund LLC, Green Court China Opportunity Fund Ltd. and
Green Court China Opportunity Master Fund Ltd. (collectively the “Green Court China
Opportunity Funds”); and
• Green Court China Emerging Champions Fund Ltd. and Green Court China Emerging
Champions Master Fund Ltd. (collectively the “Green Court China Emerging
Champions Funds”).
Green Court Greater China Long/Short Equity Funds
The Green Court Greater China Long/Short Equity Funds are managed by Green Court and
currently closed for subscription to external investors. The Green Court Greater China
Long/Short Equity Funds are structured in a “master-feeder” form, whereby investors make
capital contributions to the feeder fund, Green Court Greater China Long/Short Equity Fund,
Ltd., which in turn contribute all or substantially all of their capital to the master fund, Green
Court Greater China Long/Short Equity Master Fund, Ltd., wherein the investment trading
program is conducted.
Green Court Greater China Long-Only Equity Funds
The Green Court Greater China Long-Only Equity Funds are managed by Green Court. The
Green Court Greater China Long-Only Equity Funds are both exempted companies
incorporated under the laws of the Cayman Islands and have been incorporated to operate as
private funds. Substantially all of the capital of the Green Court Greater China Long-Only
Equity Fund Ltd. is invested via a “master-feeder” structure into Green Court Greater China
Long-Only Equity Master Fund Ltd., wherein the investment trading program is conducted.
The Green Court Greater China Long-Only Equity Master Fund Ltd. will serve as the master
fund for Green Court Greater China Long-Only Equity Fund LLC, a Delaware, U.S.A. limited
liability company formed to facilitate investments by certain U.S. Persons in the Green Court
Greater China Long-Only Equity Master Fund Ltd.. Green Court Greater China Long-Only Equity
Fund LLC has not yet commenced operations, but may do so in the future.
Green Court China Opportunity Funds
The Green Court China Opportunity Funds are managed by Green Court. An affiliate of Green
Court, Green Court General Management (Cayman) Limited, acts as the managing member of
Green Court China Opportunity Fund LLC. The Green Court China Opportunity Funds are
structured in a “master-feeder” form, whereby investors make capital contributions to either of
the feeder funds, Green Court China Opportunity Fund Ltd. or Green Court China Opportunity
Fund LLC, which in turn contribute all or substantially all of their capital to the master fund,
Green Court China Opportunity Master Fund Ltd., wherein the investment trading program is
conducted.
Green Court China Emerging Champions Funds
The Green Court China Emerging Champions Funds are managed by Green Court. The Green
Court China Emerging Champions Funds are both exempted companies incorporated under the
laws of the Cayman Islands and have been incorporated to operate as private funds.
Substantially all of the capital of the Green Court China Emerging Champions
Fund Ltd. is
invested via a “master-feeder” structure into Green Court China Emerging Champions Master
Fund Ltd., wherein the investment trading program is conducted.
The Green Court China Emerging Champions Master Fund Ltd., will serve as the master fund
for Green Court China Emerging Champions Fund LLC, a Delaware, U.S.A. limited liability
company formed to facilitate investments by certain U.S. Persons in the Green Court China
Emerging Champions Master Fund Ltd.. Green Court China Emerging Champions Fund LLC has
not yet commenced operations but may do so in the future. Shares or limited partnership
interests in the Private Funds will not be registered under the U.S. Securities Act of 1933, as
amended; nor will the Funds be registered under the Investment Company Act of 1940, as
amended. Accordingly, interests or shares in the Funds will be offered and sold exclusively to
investors satisfying the applicable eligibility and suitability requirements, either in private
transactions within the United States or in offshore transactions.
Registered Funds
Green Court acts as sub-investment manager or sub-adviser, as the case may be, to the
following registered open-ended funds (“Registered Funds”):
• Neuberger Berman Investment Funds plc (“NBIF plc”) – Neuberger Berman China Equity
Fund (the “NB China Equity (UCITS) Fund”);
• Neuberger Berman Greater China Equity Fund (the “NB Greater China Equity (40 Act)
Fund”); and
• Multi-Asset Fund (the “TIFF Multi-Asset Fund”)
NB China Equity (UCITS) Fund
The NB China Equity (UCITS) Fund is a sub-fund of NBIF plc, an investment company with
variable capital incorporated in Ireland as a public limited company and structured as an
umbrella fund with segregated liability between sub-funds. NBIF plc is authorized by the
Central Bank of Ireland as an undertaking for collective investment in transferrable securities
(“UCITS”) pursuant to the European UCITS regulations.
Neuberger Berman Asset Management Ireland Limited is the appointed investment manager of
NBIF plc and has engaged Green Court, as a sub-investment manager, to provide investment
management services for the NB China Equity (UCITS) Fund.
NB Greater China Equity (40 Act) Fund
The NB Greater China Equity (40 Act) Fund is a separate operating series of Neuberger Berman
Equity Funds, a Delaware statutory trust since December 29, 1992 and registered with the SEC
as a diversified, open-end management investment company.
Neuberger Berman Investment Advisers LLC is the fund’s investment manager and has
engaged Green Court as sub-adviser to provide investment recommendations, research and
related services.
TIFF Multi-Asset Fund
The TIFF Multi-Asset Fund is a separate investment vehicle of the TIFF Investment Program,
was originally incorporated under Maryland law on December 23, 1993 and was reorganized,
effective December 16, 2014, as a Delaware statutory trust and registered as a diversified,
open-end management investment company.
TIFF Advisory Services, Inc. (TAS) serves as the investment advisor to the fund and has
engaged Green Court as a sub-adviser to manage a part of the asset of the TIFF Multi-Asset
Fund.
The Separate Accounts will include entities owned by high net worth individuals and
institutional organizations. The Separate Accounts and Funds to which Green Court provides
investment management services are collectively referred to in this Brochure as “Client
Accounts.”
For information about the investment strategy of Green Court, see the discussion under “Item 8.
Methods of Analysis, Investment Strategies and Risks of Loss”. Further details regarding the
investment objective for the Funds can be found in the offering memoranda and other governing
documents.
Green Court may engage a third-party to act as sub-adviser or sub-investment manager for a
Client Account. Green Court uses the services of Green Court Capital Management Consulting
(Shanghai) Company Limited (“GCCM Shanghai” or the “Participating Affiliate”) to provide
research on China equities under the terms of a Participating Affiliate Agreement (“PAA”) based
upon guidance in no-action letters issued by the SEC Staff.
Client Tailored Services and Client Tailored Restrictions
Green Court generally provides its investment management services, both in respect of
Separate Accounts and Funds, pursuant to a discretionary investment management agreement.
For its Separate Account clients (see Item 16), the clients may impose restrictions on investing
in certain securities, types of securities or financial instruments in accordance with their
particular investment objectives and policies. Green Court may decide not to accommodate
investment restrictions deemed to be unduly burdensome or incompatible with Green Court’s
investment approach.
For its Funds, Green Court’s advisory services are performed in accordance with the terms of
each investment management agreement. Each Fund may impose investment restrictions or
guidelines 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 Document”)
for each Fund.
Assets Under Management
Discretionary Amounts: Non-Discretionary Amounts: Date Calculated:
$8,657,034,143 $0 12/31/2022