A. DescriptionoftheFirm
Neuberger Berman Loan Advisers IV LLC (“NBLA IV”) is a Delaware series limited liability
company,formed in May 2022 that commenced operations in 2024. NBLA IV’s affiliates date
back to the founding of Neuberger & Berman in 1939, the predecessor to Neuberger Berman BD
LLC (formerly Neuberger Berman LLC). NBLA IV’s principal office is located in Chicago, Illinois.
NBLA IV is directly owned by Neuberger Berman Loan Advisers Holdings IV 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 IV (Cayman) LP, a Cayman Islands exempted limited
partnership, and Neuberger Berman Loan Advisers Holdings IV (Delaware) LP, a Delaware
limited partnership.
NBLA IV’s primary business consists of (i) acting as the named collateral manager of a number of
U.S. Dollar-denominated collateralized loan obligation or collateralized bond obligation
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/UK
Retention Interests (as defined in Item 11.B.4)) (collectively, the “Retention Interests”); (iv)
acting as the holder of the Preferred Return Notes, Performance Notes (each as defined in Item
5.A) and other securities issued by each CLO in respect of which NBLA IV 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 IV has established a separate series (each a “Series”, and together, the “Series”) for (1)
CLO collateral management activities (the “Management Series”), (2) EU and/or UK risk
retention “origination” activities, if any (the “EU/UK Originator Series”), (3) holding the
Retention Interests, the Performance Notes, the Preferred Return Notes and any other notes
issued by the CLOs and purchased by NBLA IV (the “RiskRetentionSeries”), and (4) holding
investments in Outside Investment Opportunities (the “SidecarSeries”). The interests in each
Series are held by Holdings.
NBLA IV is managed by a board of directors (the “Board of Directors” 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
IV under the Delaware Limited Liability Company Act with the ultimate responsibility over the
business and affairs of NBLA IV. 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 IV’s assets, to
an investment committee consisting of certain of the employees of NBLA IV 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 IV 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 IV investors if such transactions are consistent
with NBLA IV’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 IV with respect to all
CLOs managed by NBLA IV pursuant to a Sub-Advisory Agreement between the Sub-Advisor and
NBLA IV (the “Sub‐AdvisoryAgreement”). The Sub-Advisor assists NBLA IV by, among other
things, providing research and credit analysis services, sourcing assets and making
recommendations regarding assets to be acquired and sold by NBLA IV 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 IV 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 IV pursuant to a Staff and Services Agreement between the Staff and Services Provider and
NBLA IV (the “StaffandServicesAgreement”).
The investment management activities of NBLA IV, and the day-to-day management of the
business and affairs of NBLA IV, are performed by NBLA IV’s officers and employees, with
ultimate credit and investment decision-making authority resting with the Investment
Committee.
Certain employees of NBLA IV (“SharedEmployees”) are jointly employed by NBLA IV 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 IV. In addition, NBLA IV may hire certain employees that are not employees of
the Staff and Services Provider. All of the employees of NBLA IV have entered into employment
agreements with NBLA IV, 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 IV’s investment management services are further discussed below.
B. TypesofAdvisoryServices
NBLA IV serves as the collateral manager to CLOs, providing discretionary collateral
management services. NBLA IV’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 “SecuritiesAct”),
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 IV 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 “CLO Offering Materials”) for
additional information.
1 Firm assets under management figures reflect the collective assets for the various subsidiaries
of NBG.
NBLA IV’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,”
“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 IV 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 IV 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 IV serves as collateral manager may also be collectively referred to
herein as the “ClientAccounts.”
C. ClientTailoredServicesandClientTailoredRestrictions
NBLA IV 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 IV and/or NBIA manages with
the same investment strategy.
D. AssetsunderManagement
As of February 29, 2024, NBLA IV had approximately $865,208,349 in discretionary assets
under management.