As filed with the Securities and Exchange Commission
on April 15, 2026
1933 Act Registration No. 002-88566
1940 Act Registration No. 811-04255
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
| REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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| Pre-Effective Amendment No. |
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| Post-Effective Amendment No. |
95 |
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and/or
| REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
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(Check appropriate box or boxes)
NEUBERGER
BERMAN ADVISERS MANAGEMENT TRUST
(Exact Name of Registrant as Specified in Charter)
c/o Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, New York 10104-0002
(Address of Principal Executive Offices)
Registrant’s Telephone Number, including Area
Code: (212) 476-8800
Joseph V. Amato
Chief Executive Officer and President
Neuberger Berman Advisers Management Trust
c/o Neuberger Berman Investment Advisers LLC
1290 Avenue of the Americas
New York, New York 10104-0002
(Name and Address of Agent for Service)
With copies to:
Franklin H. Na, Esq.
Lori L. Schneider, Esq.
K&L Gates LLP
1601 K Street, N.W.
Washington, D.C. 20006-1600
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective (check appropriate
box):
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immediately upon filing pursuant to paragraph (b) |
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on May 1, 2026 pursuant to paragraph (b) |
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60 days after filing pursuant to paragraph (a)(1) |
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on ________ pursuant to paragraph (a)(1) |
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75 days after filing pursuant to paragraph (a)(2) |
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on ________ pursuant to paragraph (a)(2) |
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on ________ pursuant to paragraph (a)(3) of Rule 485. |
If appropriate, check the following box:
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this post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
Title of Securities Being Registered:
Class I shares of Mid Cap Growth Portfolio, Mid Cap Intrinsic Value Portfolio,
Short Duration Bond Portfolio, and Quality Equity Portfolio.
Class S shares of Mid Cap Growth Portfolio, Mid Cap Intrinsic Value Portfolio,
and Quality Equity Portfolio.
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
CONTENTS OF POST-EFFECTIVE AMENDMENT NO. 95 ON FORM
N-1A
This Post-Effective Amendment consists of the following papers and documents.
Cover Sheet
Contents of Post-Effective Amendment No. 95 on Form N-1A
Part A - Prospectuses
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibit Index
Exhibits
This registration statement does not affect the registration of any series
or any class of a series of the Registrant not included herein.
Neuberger
Berman Advisers Management Trust
Mid
Cap Growth Portfolio—Class
I Shares |
Prospectus
May 1, 2026
These securities, like the securities
of all mutual funds, have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange
Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
Contents
Neuberger
Berman Advisers Management Trust
The Fund is offered to certain life
insurance companies to serve as an investment vehicle for premiums paid under their variable annuity and variable life insurance contracts
(each, a “variable contract”) and to certain qualified pension and other retirement plans (each, a “qualified plan”).
Fund
Summary
The Fund seeks growth of capital.
These tables describe the fees and
expenses that you may pay if you buy, hold or sell shares of the Fund. These tables do not reflect any fees and expenses charged by your
insurance company under your variable contract or by your qualified plan. If the tables did reflect such fees and expenses, the overall
expenses would be higher than those shown. Please refer to the prospectus for your variable contract or your qualified plan documentation
for information on their separate fees and expenses.
Shareholder
Fees (fees paid directly
from your investment) |
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Annual
Fund Operating Expenses (expenses
that you pay each year as a % of the value of your investment) |
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Distribution
and/or shareholder service (12b-1) fees |
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Total
annual operating expenses |
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Fee
waivers and/or expense reimbursement |
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Total
annual operating expenses after fee waivers and/or expense reimbursement1
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The expense example can help you
compare costs among mutual funds. The example assumes that you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return each year, and that the Fund’s expenses were those
in the table. Actual performance and expenses may be higher or lower.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs. These costs, which are not reflected in annual operating expenses or in the example, affect the
Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 159%
of the average value of its portfolio.
Principal
Investment Strategies
To pursue its goal, the Fund normally
invests at least 80% of its net assets in common stocks of mid-capitalization companies, which it defines as those with a market capitalization
within the market capitalization range of the Russell Midcap® Index at the time of initial purchase. Although the Fund invests primarily
in domestic securities, it may also invest in securities of foreign companies.
The Fund’s strategy utilizes
a qualitative, bottom-up research driven approach to identify companies that the Portfolio Managers believe have catalysts for growth
which are underappreciated by the market. The Portfolio Managers seek to invest in underappreciated companies with the following characteristics:
durable and potentially unique business models and/or proficient management capable of advancing the development of and/or strengthening
of sustainable and consistent revenue growth, cash flow growth, earnings growth and/or overall balance sheet strength. Such catalysts
may include a new technology, product or
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Mid Cap Growth Portfolio (Class I)
service, a regulatory
update, market share gains, cyclical inflections (e.g. companies whose returns are driven by macro-economic factors), corporate restructurings
or self-help initiatives (e.g. internal operating efforts to increase company efficiencies). The Portfolio Managers may also invest in
anticipation of a catalyst.
In analyzing catalysts, the Portfolio
Managers evaluate each catalyst’s uniqueness, timing, growth potential and sustainability, as well as assessing execution risks,
competitive barriers and threats. The Portfolio Managers are also attempting to exploit market inefficiencies that potentially may exist
within the small-to-mid-capitalization market, due to the number of companies that comprise the investable universe and the limited amount
of available research that exists for some of those companies. Investable companies emerging from the Portfolio Manager’s bottom-up
fundamental, qualitative and valuation analysis fall into the following investment classifications:
Core investments:
are typically more mature companies, engaged with, and participating in, compelling secular growth trends, that the Portfolio Managers
believe offer a demonstrated history of consistent execution and results. These tend to represent multi-year holdings of the strategy.
Turn investments:
represent holdings in a wide range of corporate development and maturity stages and are generally driven by what the Portfolio Managers
believe to be a distinct developing catalyst, such as a new product or service, market share gains or internal corporate self-help opportunities
to improve operating efficiencies.
Tactical investments:
represent holdings with a shorter-term investment horizon due to catalysts the Portfolio Managers believe are typically associated with
cyclical trends and opportunities, a disconnect with market expectations providing an opportunity on valuation or a new product, or financial
or regulatory developments that could have a material impact on the company.
Tactical investments have the potential
to grow into Turn investments, while compelling Turn investments will ideally develop into Core investments.
The Fund seeks to reduce risk by
diversifying among many companies, sectors and industries. At times, the Portfolio Managers may emphasize certain sectors that they believe
will benefit from market or economic trends.
The Portfolio Managers constantly
monitor their holdings and are focused on maintaining what they believe is an appropriate and attractive risk/reward balance with a disciplined
sell process that acts quickly and dispassionately to address both positive and negative outcomes. A position is typically trimmed or
exited for the following reasons: to harvest gains from significant short-term price appreciation, the positive realization of a catalyst,
the achievement of a price target or elevated valuations, identification of a better idea, to minimize potential risks, to address an
absence of near-term drivers or catalysts, a significant deterioration of fundamentals, a change in management or operating strategy or
the failure of a catalyst to develop.
The Fund will not change its strategy
of normally investing at least 80% of its net assets in mid-capitalization companies, without providing shareholders at least 60 days’
notice. This test is applied at the time the Fund invests; later percentage changes caused by a change in Fund assets, market values or
company circumstances will not require the Fund to dispose of a holding.
PRINCIPAL
INVESTMENT RISKS
Most of the Fund’s performance
depends on what happens in the stock market, the Portfolio Managers' evaluation of those developments, and the success of the Portfolio
Managers in implementing the Fund's investment strategies. The market's behavior can be difficult to predict, particularly in the short
term. There can be no guarantee that the Fund will achieve its goal. The Fund may take temporary defensive and cash management positions;
to the extent it does, it will not be pursuing its principal investment strategies.
The actual risk exposure taken by
the Fund in its investment program will vary over time, depending on various factors including the Portfolio Managers' evaluation of issuer,
political, regulatory, market, or economic developments. There can be no guarantee that the Portfolio Managers will be successful in their
attempts to manage the risk exposure of the Fund or will appropriately evaluate or weigh the multiple factors involved in investment decisions,
including issuer, market and/or instrument-specific analysis and valuation.
The
Fund is a mutual fund, not a bank deposit, and is not guaranteed or insured by the Federal Deposit Insurance Corporation or any other
government agency. The value of your investment
may fall, sometimes sharply, and you could lose money by investing in the Fund.
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Mid Cap Growth Portfolio (Class I)
Each of the following
risks, which are described in alphabetical order and not in order of any presumed importance, can significantly affect the Fund’s
performance. The relative importance of, or potential exposure as a result of, each of these risks will vary based on market and other
investment-specific considerations.
Catalyst Risk.
Investing in companies in anticipation of a catalyst carries the risk that the catalyst may not happen as anticipated, or the market may
react to the catalyst differently than expected. Certain catalysts, such as emergence from, or restructuring as a result of, bankruptcy,
carry additional risks and the securities of such companies may be more likely to lose value than the securities of more stable companies.
Securities of issuers undergoing such an event may be more volatile than other securities, may at times be illiquid, and may be difficult
to value, and management of such a company may be addressing a situation with which it has little experience.
Foreign Risk.
Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure to
less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other protectionist
trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries, organizations,
companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations in foreign
currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement,
custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. As a result, foreign securities may fluctuate more widely in price,
and may also be less liquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar
fashion to important economic or political developments. In addition, foreign markets may perform differently than the U.S. market. The
effect of economic instability on specific foreign markets or issuers may be difficult to predict or evaluate. Regardless of where a company
is organized or its stock is traded, its performance may be affected significantly by events in regions from which it derives its profits
or in which it conducts significant operations.
Securities of issuers traded on foreign
exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities. Trading suspensions may
be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may be applied broadly by
exchanges or governmental authorities in response to market events. In the event that the Fund holds material positions in such suspended
securities or instruments, the Fund’s ability to liquidate its positions or provide liquidity to investors may be compromised and
the Fund could incur significant losses.
Foreign Exposure
Risk. Securities issued by U.S. entities with substantial
foreign operations or holdings, or issued by foreign entities listed on a U.S. exchange, may involve additional risks relating to political,
economic, or regulatory conditions in those foreign countries, as well as currency exchange rates.
Growth Stock Risk.
Because the prices of most growth stocks are based on future expectations, these stocks tend to be more sensitive than value stocks to
bad economic news and negative earnings surprises. When these expectations are not met or decrease, the prices of these stocks may decline,
sometimes sharply, even if earnings showed an absolute increase. Bad economic news or changing investor perceptions may adversely affect
growth stocks across several sectors and industries simultaneously.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole.
Market Volatility
Risk. Markets may be volatile and values of individual
securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political,
regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments,
and adverse investor sentiment or publicity. Geopolitical and other risks, including environmental and public health risks may add to
instability in world economies and markets generally. Changes in value may be temporary or may last for extended periods. If the Fund
sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance.
Mid-Cap Companies
Risk. At times, mid-cap companies may be out of favor with
investors. Compared to larger companies, mid-cap companies may depend on a more limited management group, may have a shorter history of
operations, less publicly available information, less stable earnings, and limited product lines, markets or financial resources. The
securities of mid-cap companies are often more volatile, which at times can be rapid and unpredictable, and less liquid than the securities
of larger companies and may be more affected than other types of securities by the underperformance of a sector, during market downturns,
by adverse publicity and investor perceptions, by interest rate changes and by government regulation.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a
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Mid Cap Growth Portfolio (Class I)
different country
or region. However, the interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies
and markets in ways that cannot be foreseen at this time.
Some countries, including the U.S.,
have adopted more protectionist trade policies, which is a trend that appears to be continuing globally. Slowing global economic growth,
the rise in protectionist trade policies, inflationary pressures, changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions, including the U.S. and other foreign nations, political
or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment,
commodity prices and currency values could affect the economies
and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on the U.S. dollar, may change foreign demand for U.S. assets
in ways that cannot be foreseen, which could have a negative impact on certain issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic
slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market volatility or reduce liquidity
in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular
issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets. Any of these could cause an increase
in market volatility, reduce liquidity across various markets or decrease confidence in the markets.
Regulators in the U.S. have adopted
a number of changes to regulations involving the markets and issuers, some of which apply to the Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit the Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the Fund.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the profitability and growth of certain issuers and industries may
be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of the Fund and its investments or operations could
be negatively impacted.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
Global climate change can have potential
effects on property and security values. Certain issuers, industries and regions may be adversely affected by the impact of climate change
in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate change, including
any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries and regions.
Redemption Risk.
The Fund may experience periods of large or frequent redemptions that could cause the Fund to sell assets at inopportune times, which
could have a negative impact on the Fund’s overall liquidity, or at a loss or depressed value. Redemption risk is greater to the
extent that one or more investors or intermediaries control a large percentage of investments in the Fund and the risk is heightened during
periods of declining or illiquid markets. Large redemptions could hurt the Fund’s performance, increase transaction costs, and
create adverse tax consequences.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in particular sectors, its performance will be especially sensitive to developments that significantly
affect those sectors. Individual sectors or sub-sectors may be more volatile, and may
5
Mid Cap Growth Portfolio (Class I)
perform differently,
than the broader market. The industries that constitute a sector may all react in the same way to economic, political or regulatory events.
Securities Lending
Risk. Securities lending involves a possible delay in recovery
of the loaned securities or a possible loss of rights in the collateral should the borrower fail financially. The Fund could also lose
money if the value of the collateral decreases.
A summary of the
Fund’s additional principal investment risks is as follows:
Risk of Increase
in Expenses. A decline in the Fund’s average net
assets during the current fiscal year due to market volatility or other factors could cause the Fund’s expenses for the current
fiscal year to be higher than the expense information presented in “Fees and Expenses.”
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents
can result from deliberate attacks or unintentional events. It is not possible for the Manager or the other Fund service providers to
identify all of the cybersecurity or other operational risks that may affect the Fund or to develop processes and controls to completely
eliminate or mitigate their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data
storage and operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology’s effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and social disruptions. The unpredictable nature of AI’s
impact on market dynamics complicates traditional risk assessment models, making it challenging to identify risks and opportunities using
historical data. Legal and regulatory frameworks governing AI’s use, particularly concerning data privacy and protection, are evolving
rapidly. These changes could materially alter how AI is used, which may negatively impact the Fund.
Risk Management.
Risk is an essential part of investing. No risk management program can eliminate the Fund’s exposure to adverse events; at best,
it may only reduce the possibility that the Fund will be affected by such events, and especially those risks that are not intrinsic to
the Fund’s investment program. The Fund could experience losses if judgments about risk prove to be incorrect.
Valuation Risk.
The Fund may not be able to sell an investment at the price
at which the Fund has valued the investment. Such differences could be significant, particularly for illiquid securities and securities
that trade in relatively thin markets and/or markets that experience extreme volatility. If market or other conditions make it difficult
to value an investment, the Fund may be required to value such investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that is different from an investment’s most recent price
and from the prices used by other funds to calculate their NAVs. The Fund uses pricing services to provide values for certain securities
and there is no assurance that the Fund will be able to sell an investment at the price established by such pricing services. The Fund’s
ability to value its investments in an accurate and timely manner may be impacted by technological issues and/or errors by third party
service providers, such as pricing services or accounting agents.
6
Mid Cap Growth Portfolio (Class I)
PERFORMANCE
The following bar chart and table
provide an indication of the risks of investing in the Fund. The
bar chart shows how the Fund’s performance has varied from year to year. The
table below the bar chart shows what the returns would equal if you averaged out actual performance over various lengths of time and compares
the returns with the returns of a broad based market index and additional indices. The broad-based market
index is required by regulation. The additional index or indices have characteristics relevant to the Fund’s investment strategy.
The indices are described in “Descriptions of Indices” in the prospectus. The performance information does not reflect variable
contract or qualified plan fees and expenses. If such fees and expenses were reflected, returns would be less than those shown. Please
refer to the prospectus for your variable contract or your qualified plan documentation for information on their separate fees and expenses.
Returns would have been lower if
Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of the investment management fees
during certain of the periods shown.
Past
performance is not a prediction of future results. Visit www.nb.com
or call 800-877-9700 for updated performance information.
year-by-year
% Returns as of 12/31 each year
average
annual total % returns as of 12/31/25
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Russell
3000®
Index (reflects no deduction for fees, expenses or taxes)
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Russell
Midcap®
Growth Index (reflects no deduction for fees, expenses or taxes) |
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Russell
Midcap®
Index (reflects no deduction for fees, expenses or taxes) |
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Neuberger Berman Investment Advisers
LLC (“Manager”) is the Fund’s investment manager.
The Fund is co-managed by Portfolio
Managers Chad Bruso (Managing Director of the Manager), Trevor Moreno (Managing Director of the Manager) and Associate Portfolio Manager
Jennifer Blachford (Senior Vice President of the Manager). Messrs. Bruso and Moreno joined as Associate Portfolio Managers in January
2020 and became co-Portfolio Managers in December 2021. Ms. Blachford has managed the Fund since December 2021.
7
Mid Cap Growth Portfolio (Class I)
Buying
and Selling Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to the Fund.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share. When shares are bought or sold, the share price will be the
next share price calculated after the order has been received in proper form. Shares of the Fund may be purchased or redeemed (sold) on
any day the New York Stock Exchange is open.
Distributions made by the Fund to
an insurance company separate account or a qualified plan, and exchanges and redemptions of Fund shares made by a separate account or
qualified plan, ordinarily do not cause the contract holder or plan participant to recognize income or gain for federal income tax purposes.
Please see your variable contract prospectus or the governing documents of your qualified plan for information regarding the federal income
tax treatment of the distributions to the applicable separate account or qualified plan and the holders of the contracts or plan participants,
respectively.
Payments
to Financial Intermediaries
Neuberger Berman BD LLC and/or its
affiliates may pay insurance companies or their affiliates, qualified plan administrators, broker-dealers or other financial intermediaries,
for services to current and prospective variable contract owners and qualified plan participants who choose the Fund as an investment
option. These payments may create a conflict of interest by influencing the financial intermediary and its employees to recommend the
Fund over another investment or make the Fund available to their current or prospective variable contract owners and qualified plan participants.
Ask your financial intermediary or visit its website for more information.
8
Mid Cap Growth Portfolio (Class I)
Descriptions of
Certain Practices and Security Types
Growth Investing.
For growth investors, the aim is to invest in companies that are already successful but could be even more so. Often, these stocks are
in emerging or rapidly growing industries. While most growth stocks are known to investors, they may not yet have reached their full potential.
The growth investor looks for indications of continued success.
Additional Information about Principal
Investment Risks
This section provides additional
information about the Fund’s principal investment risks described in the Fund Summary section. The following risks are described
in alphabetical order and not in order of any presumed importance or potential exposure.
Catalyst Risk.
Investing in companies in anticipation of a catalyst carries the risk that the catalyst may not happen as anticipated, possibly due to
the actions of other market participants, or may happen in modified or conditional form, or the market may react to the catalyst differently
than expected. Furthermore, a catalyst, such as a pending restructuring or spin-off, may be renegotiated or terminated or involve a longer
time frame than originally contemplated. In addition, certain catalysts, such as emergence from, or restructuring as a result of, bankruptcy,
carry additional risks, and the securities of such companies may be more likely to lose value than the securities of more stable companies.
Securities of issuers undergoing such an event may be more volatile than other securities, may at times be illiquid, and may be difficult
to value, and management of such a company may be addressing a situation with which it has little experience. In circumstances where the
anticipated catalyst does not occur or the position is no longer an attractive investment opportunity, the Fund may incur losses by liquidating
that position. If the catalyst later appears unlikely to occur or is delayed, the market prices of the securities may decline sharply.
These investments may be highly speculative and an incorrect assessment of the risk associated with such an investment could result in
significant losses to the Fund.
Foreign Risk.
Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure to
less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other protectionist
trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries, organizations,
companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations in foreign
currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement,
custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. The Fund may have limited or no legal recourse in the event of default
with respect to certain foreign securities. In addition, key information about the issuer, the markets or the local government or economy
may be unavailable, incomplete, or inaccurate. As a result, foreign securities may fluctuate more widely in price, and may also be less
liquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar fashion to important
economic or political developments. In addition, securities issued by U.S. entities with substantial foreign operations may involve risks
relating to political, economic, or regulatory conditions in foreign countries, as well as currency exchange rates. Regardless of where
a company is organized or its stock is traded, its performance may be affected significantly by events in regions from which it derives
its profits or in which it conducts significant operations.
Securities of issuers traded on foreign
exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities. Trading suspensions may
be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may be applied broadly by
exchanges or governmental authorities in response to market events. Suspensions may last for significant periods of time, during which
trading in the securities and in instruments that reference the securities, such as derivative instruments, may be halted. In the event
that the Fund holds material positions in such suspended securities or instruments, the Fund’s ability to liquidate its positions
or provide liquidity to investors may be compromised and the Fund could incur significant losses.
In addition, foreign markets may
perform differently than the U.S. market. Over a given period of time, foreign securities may underperform U.S. securities—sometimes
for years. The Fund could also underperform if it invests in countries or regions whose economic
performance falls short. To the extent that the Fund invests a portion of its assets in one country, state, region or currency, an adverse
economic, business or political development may affect the value of the Fund’s investments more than if its investments were not
so invested.
The effect of economic instability
on specific foreign markets or issuers may be difficult to predict or evaluate. Some national economies continue to show profound instability,
which may in turn affect their international trading and financial partners or other members of their currency bloc.
Foreign
Exposure Risk. Securities issued by U.S. entities with
substantial foreign operations or holdings, or issued by foreign entities listed on a U.S. exchange, may involve additional risks relating
to political, economic, or regulatory conditions in those foreign countries. Additional risks may include exposure to less developed or
less efficient commercial trading markets; social, political, diplomatic or economic instability; fluctuations in foreign currencies or
currency redenomination; laws limiting or restricting the movement of assets out of the country; nationalization or expropriation of assets;
less stringent legal standards; possible unfavorable treatment under U.S. tax laws; and discriminatory application of local regulatory
or criminal laws.
Growth Stock Risk.
Because the prices of most growth stocks are based on future expectations, these stocks tend to be more sensitive than value stocks to
bad economic news and negative earnings surprises. When these expectations are not met or decrease, the prices of these stocks may decline,
sometimes sharply, even if earnings showed an absolute increase. Bad economic news or changing investor perceptions may adversely affect
growth stocks across several sectors and industries simultaneously. Growth stocks tend to reinvest a high portion of earnings in their
business, which can make them more volatile, and growth stocks also may lack the dividends often associated with value stocks that can
cushion their decline in a falling market. While the price of any type of stock may rise and fall rapidly, growth stocks may underperform
during periods when the market favors value stocks.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole. The value of an issuer’s securities may deteriorate because of a variety of
factors, including disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation
against the issuer, perceived poor management performance, changes in economic or political conditions or in government regulations affecting
the issuer or the competitive environment. Certain unanticipated events, such as natural disasters, may have a significant adverse effect
on the value of an issuer’s securities.
Market Capitalization
Risk. To the extent the Fund invests in securities of small-,
mid-, or large-cap companies, it takes on the associated risks. At times, any of these market capitalizations may be out of favor with
investors. Compared to small- and mid-cap companies, large-cap companies may be unable to respond as quickly to changes and opportunities
and may grow at a slower rate. As such, the return on investment in securities of large-cap companies may be less than the return on investment
in securities of small- and/or mid-cap companies. Compared to large-cap companies, small- and mid-cap companies may depend on a more limited
management group, may have a shorter history of operations, less publicly available information, less stable earnings, and limited product
lines, markets or financial resources. The securities of small- and mid-cap companies may fluctuate more widely in price than the market
as a whole, which at times can be rapid and unpredictable, may be difficult to sell when the economy is not robust or during market downturns,
and may be more affected than other types of securities by the underperformance of a sector, during market downturns, by adverse publicity
and investor perceptions, by interest rate changes and by government regulation. There may also be less trading in small- or mid-cap securities,
which means that buy and sell transactions in those securities could have a larger impact on a security’s price than is the case
with large-cap securities and the Fund may not be able to liquidate a position at a particular time.
The Fund defines the market capitalization
range by reference to the market capitalization range of companies in the named index. The size of companies in an index changes with
market conditions. In addition, changes to the composition of an index can change the market capitalization range of companies in the
index and, therefore, the market capitalization range of companies in which the Fund invests.
Market Volatility
Risk. Markets may be volatile and values of individual
securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political,
regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments,
and adverse investor sentiment or publicity. Changes in the financial condition of a single issuer may impact a market as a whole. Changes
in value may be temporary or may last for extended periods and may not have the same impact on all types of securities and instruments.
If the Fund sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance. Geopolitical
risks, including terrorism, tensions or open conflict between nations, or political or economic dysfunction within some nations that are
major players on the world stage or major producers of oil, may lead to overall instability in world economies and markets generally and
have led, and may in the future lead, to increased market volatility and may have adverse long-term effects. Similarly, environmental
and public health risks, such as natural disasters or epidemics, or widespread fear that such events may occur, may impact markets and
economies adversely and cause market volatility in both the short- and long-term.
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to
suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents can result
from deliberate attacks (e.g., malicious software coding, ransomware, or “hacking”) or unintentional events (e.g., inadvertent
release of confidential information). A cybersecurity incident could, among other things, result in the loss or theft of customer data
or funds, customers or employees being unable to access electronic systems (“denial of services”), loss or theft of proprietary
information or corporate data, physical damage to a computer or network system, or remediation costs associated with system repairs. A
cybersecurity incident may not permit the Fund and its service providers to access electronic systems to perform critical duties for the
Fund, such as trading and calculating net asset value. Any cybersecurity incident could have a substantial adverse impact on the Fund
and its shareholders.
The occurrence of any of these problems
could result in a loss of information, regulatory scrutiny, reputational damage and other consequences, any of which could have a material
adverse effect on the Fund or its shareholders. The Manager, through its monitoring and oversight of Fund service providers, endeavors
to determine that service providers take appropriate precautions to avoid and mitigate risks that could lead to such problems. While the
Manager has established business continuity plans and risk management systems seeking to address these problems, there are inherent limitations
in such plans and systems, and it is not possible for the Manager or the other Fund service providers to identify all of the cybersecurity
or other operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence
or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and operations, and require ready
access to the internet to conduct their business. Thus, cybersecurity incidents could also affect issuers of securities in which the Fund
invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology's effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale, and speed of cybersecurity attacks. AI's role in increasing
automation raises concerns about job displacement and may lead to economic and social disruptions. The unpredictable nature of AI's impact
on market dynamics complicates traditional risk assessment models, making it challenging to identify risks and opportunities using historical
data. Legal and regulatory frameworks governing AI's use, particularly concerning data privacy and protection, are evolving rapidly. These
changes could materially alter how AI is used, which may negatively impact the Fund.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the
interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies and markets in ways that
cannot be foreseen at this time.
Some countries, including the U.S.,
have adopted more protectionist trade policies, which is a trend that appears to be continuing globally. Slowing global economic growth,
the rise in protectionist trade policies, inflationary pressures, changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions, including the U.S. and other foreign nations, political
or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment,
commodity prices and currency values could affect the economies
and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on the U.S. dollar, may change foreign demand for U.S. assets
in ways that cannot be foreseen, which could have a negative impact on certain issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic
slowdown both in the U.S. and abroad. Unexpected changes in
interest rates
could lead to significant market volatility or reduce liquidity in certain sectors of the market. Deteriorating economic fundamentals
may, in turn, increase the risk of default or insolvency of particular issuers, negatively impact market value, cause credit spreads to
widen, and reduce bank balance sheets. Any of these could cause an increase in market volatility, reduce liquidity across various markets
or decrease confidence in the markets. Also, regulators have expressed concern that changes in interest rates may cause investors to sell
fixed income securities faster than the market can absorb them, contributing to price volatility. Historical patterns of correlation among
asset classes may break down in unanticipated ways during times of high volatility, disrupting investment programs and potentially causing
losses.
Regulators in the U.S. adopted a
number of changes to regulations involving the markets and issuers, some of which implicate a Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit a Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact its performance. Additionally, it is possible that such regulations could be
further revised or rescinded, which creates material uncertainty on their impact to the Fund.
Regulators in the U.S. have issued
an order granting exemptive relief to permit funds to offer both mutual fund share classes and ETF share classes. There are structural
and operational differences between mutual funds and ETFs, which give rise to different shareholder rights along with other differences
in this structure, including differences in portfolio transaction costs and distributions. Any use of this structure by a Fund, if available
to it, would be subject to the terms and conditions of such exemptive relief.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the profitability and growth of certain issuers and industries may
be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of a Fund and its investments or operations could be
negatively impacted.
Certain illnesses spread rapidly
and have the potential to significantly and adversely affect the global economy. The impact of epidemics and/or pandemics that may arise
in the future could negatively affect the economies of many nations, individual companies and the global securities and commodities markets,
including their liquidity, in ways that cannot necessarily be foreseen at the present time and could last for an extended period of time.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
China’s economy, which had
been sustained through debt-financed spending on housing and infrastructure, appears to be experiencing a significant slowdown and growing
at a lower rate than prior years. While the Chinese government appears to be taking measures to address these issues, due to the size
of China’s economy, the resolution of these issues could impact a number of other countries.
Global climate change can have potential
effects on property and security values. Certain issuers, industries and regions may be adversely affected by the impact of climate change
in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate change, including
any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries and regions.
A rise in sea levels, a change in
weather patterns, including an increase in powerful storms and large wildfires, and/or a climate-driven increase in flooding could cause
properties to lose value or become unmarketable altogether. Unlike previous declines in the real estate market, properties in affected
zones may not ever recover their value. Regulatory changes and divestment movements tied to concerns about climate change could adversely
affect the value of certain land and the viability of industries whose activities or products are seen as accelerating climate change.
Losses related to climate change
could adversely affect corporate issuers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities that
depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property and/or of corporate,
municipal or mortgage-backed securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult
to know the time period over which these market effects might unfold.
Redemption
Risk. The Fund may experience periods of large or frequent
redemptions that could cause the Fund to sell assets at inopportune times, which could have a negative impact on the Fund’s overall
liquidity, or at a loss or depressed value. Redemption risk is greater to the extent that one or more investors or intermediaries control
a large percentage of investments in the Fund, have short investment horizons, or have unpredictable cash flow needs. In addition, the
risk is heightened if redemption requests are unusually large or frequent or occur during periods of declining or illiquid markets. Large
redemptions could hurt the Fund’s performance, increase transaction costs and create adverse tax consequences.
Risk Management.
Management undertakes certain analyses with the intention of identifying particular types of risks and reducing the Fund’s exposure
to them. However, risk is an essential part of investing, and the degree of return an investor might expect is often tied to the degree
of risk the investor is willing to accept. By its very nature, risk involves exposure to the possibility of adverse events. Accordingly,
no risk management program can eliminate the Fund’s exposure to such events; at best, it may only reduce the possibility that the
Fund will be affected by adverse events, and especially those risks that are not intrinsic to the Fund’s investment program. While
the prospectus describes material risk factors associated with the Fund’s investment program, there is no assurance that as a particular
situation unfolds in the markets, management will identify all of the risks that might affect the Fund, rate their probability or potential
magnitude correctly, or be able to take appropriate measures to reduce the Fund’s exposure to them. The Fund could experience losses
if judgments about risk prove to be incorrect. Measures taken with the intention of decreasing exposure to identified risks might have
the unintended effect of increasing exposure to other risks.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in one sector, industry, or sub-sector of the market, its performance will be especially sensitive
to developments that significantly affect those sectors, industries, or sub-sectors. An individual sector, industry, or sub-sector of
the market may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all
react in the same way to economic, political or regulatory events. The Fund’s performance could also be affected if the sectors,
industries, or sub-sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely
affect performance. For a summary of the Fund’s recent sector allocations, see its most recent shareholder report. (The information
in the report is as of the date of the report and may have changed.) For information about the risks of investing in particular sectors,
see the Fund’s Statement of Additional Information.
Securities Lending
Risk. Securities lending involves a possible delay in recovery
of the loaned securities, a possible delay in receiving additional collateral (to cover an increase in the market value of the loaned
securities or a decrease in the value of any securities collateral), or a possible loss of rights in the collateral should the borrower
fail financially. There is a risk that a borrower may default on its obligations to return loaned securities, which could negatively impact
the Fund. The Fund could also lose money if the value of the collateral decreases.
To the extent that the portfolio
securities acquired with such collateral have decreased in value, it may result in the Fund realizing a loss at a time when it would not
otherwise do so. As such, securities lending may introduce leverage into the Fund. The Fund also may incur losses if the returns on securities
that it acquires with cash collateral are less than the applicable rebate rates paid to borrowers and related administrative costs.
Valuation Risk.
The Fund may not be able to sell an investment at the price at which the Fund has valued the investment. Such differences could be significant,
particularly for illiquid securities and securities that trade in relatively thin markets and/or markets that experience extreme volatility.
If market or other conditions make it difficult to value an investment, the Fund may be required to value such investments using more
subjective methods, known as fair value methodologies. Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent closing price and from the prices used by other funds to calculate their NAVs. Investors
who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower
or higher redemption proceeds, than they would have received if the Fund had not held fair-valued securities or had used a different methodology.
The value of foreign securities, certain futures, fixed income securities, and currencies may be materially affected by events after the
close of the markets on which they are traded but before the Fund determines its net asset value. The impact of a closed foreign market
on the Fund is likely to be greater if a large portion of the Fund's investments trade on that closed foreign market or when the foreign
market is closed for unscheduled reasons. The value of the Fund's investments may change on days or during time periods when investors
are not able to purchase or sell Fund shares. The Fund uses pricing services to provide values for certain securities and there is no
assurance that the Fund will be able to sell an investment at the price established by such pricing services. Different pricing services
use different valuation methodologies, potentially resulting in different values for the same investments. As a result, if the Fund were
to change pricing services, or if a pricing service were to change its valuation methodology, the value of the Fund’s investments
could be impacted. The Fund’s ability to value its investments in an accurate and timely manner may be impacted by technological
issues and/or errors by third party service providers, such as pricing services or accounting agents.
Information about
Additional Risks and Other Practices
As discussed in the Fund’s
Statement of Additional Information, the Fund may engage in certain practices and invest in certain securities in addition to those described
as its “principal investment strategies” in the Fund Summary section. For example, should the Fund engage in borrowing or
securities lending or should the Fund use derivatives or invest in foreign securities, it will be subject to the additional risks associated
with these practices and securities, some or all of which may already be included in its “principal investment strategies.”
Borrowing money, securities lending,
or using derivatives would create investment leverage, meaning that certain gains or losses would be amplified, increasing share price
movements. The Fund may, to a limited extent, use certain derivatives for hedging or investment purposes. A derivative instrument, whether
used for hedging or for speculation, could fail to perform as expected, causing a loss for the Fund.
Foreign securities, including those
issued by foreign governments, involve risks in addition to those associated with comparable U.S. securities, and can fluctuate more widely
in price, and may also be less liquid, than comparable U.S. securities.
In addition, the Fund may be an investment
option for a Neuberger fund that is managed as a “fund of funds.” As a result, from time to time, the Fund may experience
relatively large redemptions or investments and could be required to sell securities or to invest cash at a time when it is not advantageous
to do so.
In anticipation of adverse or uncertain
market, economic, political, or other temporary conditions, including during periods of high cash inflows or outflows, the Fund may temporarily
depart from its goal and use a different investment strategy (including leaving a significant portion of its assets uninvested) for defensive
purposes. Doing so could help the Fund avoid losses, but may mean lost opportunities. In addition, in doing so different factors could
affect the Fund’s performance and the Fund may not achieve its goal.
In addition, to the extent the Fund
is undergoing a transition (such as a change in strategy, rebalancing, reorganization, liquidation or experiencing large inflows or outflows)
or takes a temporary defensive position, it may deviate from its principal investment strategies during such period.
The Fund may change its goal without
shareholder approval.
Please see the Statement of Additional
Information for more information.
The Russell
3000® Index is a float-adjusted, market capitalization-weighted
index that measures the performance of the 3,000 largest U.S. public companies based on total market capitalization. The index is rebalanced
annually in June.
The Russell
Midcap® Growth Index is a float-adjusted, market capitalization-weighted
index that measures the performance of the mid-cap growth segment of the U.S. equity market. It includes those Russell Midcap® Index
companies with higher price-to-book ratios and higher forecasted growth rates. The index is rebalanced annually in June. Effective after
the market close on March 21, 2025, FTSE Russell implemented a capping methodology to all Russell U.S. Style Indices including this one.
Any individual company weights in the index greater than 22.5% are capped, and the sum of all individual companies that have an index
weight greater than 4.5% is capped to a 45% aggregate weight in the index. This is applied quarterly after that date, but historical index
returns will not be restated.
The Russell
Midcap® Index is a float-adjusted, market capitalization-weighted
index that measures the performance of the mid-cap segment of the U.S. equity market. It includes approximately 800 of the smallest securities
in the Russell 1000® Index. The index is rebalanced annually in June.
Neuberger Berman
Investment Advisers LLC (“Manager”), located
at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s investment manager and administrator. Neuberger Berman BD LLC
(“Distributor”), located at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s distributor. Pursuant
to an investment advisory agreement, the Manager is responsible for choosing the Fund’s investments and handling its day-to-day
business. The services provided by the Manager as the investment manager and administrator include, among others, overall responsibility
for providing all supervisory,
management,
and administrative services reasonably necessary for the operation of the Fund, which may include, among others, compliance monitoring,
operational and investment risk management, legal and administrative services and portfolio accounting services. The Manager carries out
its duties subject to the policies established by the Board of Trustees. The investment advisory agreement establishes the fees the Fund
pays to the Manager for its services as the Fund’s investment manager and the expenses paid directly by the Fund. Together, the
Neuberger affiliates manage approximately $567 billion
in total assets (as of 3/31/2026) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2025, the
management fees (i.e., advisory and administration fees) paid to the Manager by the Fund were 0.83% of the Fund's average daily net assets
for Class I.
A discussion regarding the basis
for the Board of Trustees’ approval of the investment advisory agreement is available in the Fund's Form N-CSR for the fiscal year
ended December 31, 2025.
NBIA may engage one or more of foreign
affiliates that are not registered under the Investment Advisers Act of 1940, as amended (“participating affiliates”) in
accordance with applicable SEC no-action letters. As participating affiliates, whether or not registered with the SEC, the affiliates
may provide designated investment personnel to associate with NBIA as “associated persons” of NBIA and perform specific
advisory services for NBIA, including services for the Fund, which may involve, among other services, portfolio management and/or placing
orders for securities and other instruments. The designated employees of a participating affiliate act for NBIA and are subject to certain
NBIA policies and procedures as well as supervision and periodic monitoring by NBIA. The Fund will pay no additional fees and expenses
as a result of any such arrangements.
Neither this Prospectus nor the Statement
of Additional Information is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred
explicitly by federal or state securities laws that have not been waived. The Fund enters into contractual arrangements with various parties,
including, among others, the Manager, who provide services to the Fund. Shareholders are not parties to, or intended to be third party
beneficiaries of, those contractual arrangements. Where shareholders are not third party beneficiaries of contractual arrangements, those
contractual arrangements cannot be enforced by shareholders acting on their own behalf.
Please see the Statement of Additional
Information for additional information about each Portfolio Manager’s compensation, other accounts managed by each Portfolio Manager,
and each Portfolio Manager’s ownership of Fund shares.
Chad Bruso is
a Managing Director of the Manager. He joined the firm in 2006. He has been co-Portfolio Manager of the Fund since December 2021 and before
that was an Associate Portfolio Manager of the Fund since January 2020.
Trevor Moreno is
a Managing Director of the Manager. He joined the firm in 2014. He has been co-Portfolio Manager of the Fund since December 2021 and before
that was an Associate Portfolio Manager of the Fund since January 2020. Prior to joining the firm, he was an assistant portfolio manager
and equity analyst at an investment company.
Jennifer Blachford
is a Senior Vice President of the Manager. She joined the
firm in 2019. She has been an Associate Portfolio Manager of the Fund since December 2021. Prior to joining the firm, she was a portfolio
manager at an investment company.
Financial Highlights
These financial
highlights describe the performance of the Fund's Class I shares for the fiscal periods indicated.
All figures have been derived from the financial statements
audited by Ernst & Young LLP, the Fund’s independent registered public accounting firm. Their report, along with full financial
statements, appears in the Fund’s most recent Form N-CSR (see back cover).
This information does not reflect
variable contract or qualified plan fees and expenses. If such fees and expenses were reflected, returns would be less than those shown.
Please refer to the prospectus for your variable contract or your qualified plan documentation for information on their separate fees
and expenses.
Neuberger Berman Advisers
Management Trust - Mid Cap Growth Portfolio—Class
I Shares
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Data
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Share
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Share
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RATIOS
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The
ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how
they
would have been if certain expense reimbursement arrangements had not been in effect. |
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Total
return shows how an investment in the Fund would have performed over each year, assuming all
distributions
were reinvested. The turnover rate reflects how actively the Fund bought and sold securities. |
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(1)
Calculated
based on the average number of shares outstanding during each fiscal period.
(2)
Does
not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are
direct shareholders of the Fund are not affected by insurance related expenses.
Your
Investment
Buying and Selling Fund Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to this Fund.
Redemption proceeds are typically
sent out the next business day after an order is executed, and nearly always within seven days regardless of payment type. The Fund typically
expects to meet redemption requests, under both normal and stressed market conditions, by redeeming cash and cash equivalent portfolio
holdings and/or selling portfolio securities or other instruments. As stated below, and in the Fund’s Statement of Additional Information,
the Fund also reserves the right to redeem an investor’s shares in kind (i.e., providing investors with securities instead of cash),
in whole or in part to meet redemption requests in stressed market conditions and other appropriate circumstances. Redemptions in kind
may cause you to incur transaction costs to the extent you dispose of the securities redeemed in kind and the value of the securities
redeemed in kind may decrease between the time of redemption and the time of such sale. The Fund may also borrow under any available line
of credit and other available methods to meet redemption requests in both normal and stressed market conditions and other appropriate
circumstances.
Under certain circumstances, which
may include normal and stressed market conditions, the Fund reserves the right to:
■
suspend
the offering of shares
■
reject
any exchange or purchase order
■
suspend
or reject future purchase orders from any investor who has not provided timely payment to settle a purchase order
■
satisfy
an order to sell Fund shares with securities rather than cash
■
change,
suspend, or revoke the exchange privilege
■
suspend
the telephone order privilege
■
suspend
or postpone investors’ ability to sell Fund shares or postpone payments on redemptions for more than seven days, on days when trading
on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the Securities and Exchange Commission
(“SEC”)
■
remain
open and process orders to purchase or sell Fund shares when the Exchange is closed.
Frequent purchases, exchanges and
redemptions of Fund shares (“market-timing activities”) can interfere with effective Fund management and adversely affect
Fund performance in various ways, including by requiring a portfolio manager to liquidate portfolio holdings at a disadvantageous time
or price, by increasing costs (such as brokerage costs) to the Fund by requiring a portfolio manager to effect more frequent purchases
and sales of portfolio securities, and possibly by requiring a portfolio manager to keep a larger portion of Fund assets in cash, all
of which could adversely affect the interests of long-term shareholders. To discourage market-timing activities by Fund shareholders,
the Board of Trustees has adopted market-timing policies and has approved the procedures of the principal underwriter for implementing
those policies. Pursuant to such policies, the exchange privilege can be withdrawn from any investor that is believed to be “timing
the market” or is otherwise making exchanges judged to be excessive. In furtherance of these policies, under certain circumstances,
the Fund reserves the right to reject any exchange or purchase order; change, suspend or revoke the exchange privilege.
The Manager applies the Fund’s
policies and procedures with respect to market-timing activities by monitoring trading activity in the Fund, identifying excessive trading
patterns, and warning or prohibiting shareholders who trade excessively from making further purchases or exchanges of Fund shares. These
policies and procedures are applied consistently to all shareholders. Although the Fund makes efforts to monitor for market-timing activities,
the ability of the Fund to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement
plan accounts and other approved financial intermediaries may be limited in those instances in which the financial intermediary maintains
the underlying shareholder accounts. Accordingly, there can be no assurance that the Fund will be able to eliminate all market-timing
activities.
Because the Fund is offered to different
insurance companies, and for different types of variable contracts—annuities
and life insurance—and
to qualified plans, groups with different interests will share the Fund. Due to differences of tax treatment and other
considerations among these shareholders, it is possible (although not likely) that the interests of the shareholders might sometimes be
in conflict. For these reasons, the Board of Trustees of the Fund watch for the existence of any material irreconcilable conflicts and
will determine what action, if any, should be taken in the event of a conflict. If there is a conflict, it is
possible that
to resolve it, one or more insurance company separate accounts or qualified plans might be compelled to withdraw its investment in the
Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share.
The Fund is generally open for business
every day the Exchange is open. The Exchange is generally closed on all national holidays and Good Friday; Fund shares will not be priced
on those days or other days on which the Exchange is scheduled to be closed. When the Exchange is closed for unusual reasons, Fund shares
will generally not be priced although the Fund may decide to remain open and price Fund shares and in such a case, the Fund would post
a notice on www.nb.com.
The Fund normally calculates its
share price on each day the Exchange is open once daily as of 4:00 P.M., Eastern time. In the event of an emergency or other disruption
in trading on the Exchange, the Fund’s share price would still normally be determined as of 4:00 P.M., Eastern time. In general,
every buy or sell order you place will go through at the next share price calculated after your order has been received in proper form;
check with your insurance company or qualified plan administrator to find out by what time your order must be received so that it can
be processed the same day. Depending on when your insurance company or qualified plan administrator accepts orders, it is possible that
the Fund's share price could change on days when Fund shares cannot be bought or sold.
Because foreign markets may be open
on days when U.S. markets are closed, the value of foreign securities owned by the Fund could change on days when Fund shares cannot be
bought or sold. Remember, though, any purchase or sale takes place at the next share price calculated after you send your order to your
insurance company or qualified plan administrator and it is received in proper form.
The
net asset value per share of each class of the Fund is the total value of Fund assets attributable to shares of that class minus the liabilities
attributable to that class, divided by the total number of shares outstanding for that class. Because the value of the Fund's portfolio
securities changes every business day, its share price usually changes as well.
The
Fund generally values its investments based upon their last reported sale prices, market quotations, or estimates of value provided by
an independent pricing service as of the time as of which the Fund’s share price is calculated. Equity securities (including securities
issued by ETFs) and exchange-traded derivative instruments held by the Fund generally are valued by one or more independent pricing services
approved by the Manager at the last reported sale price or official closing price or, if there is no reported sale quoted on a principal
exchange or market for that security or official closing price, on the basis of market quotations. Debt securities and certain derivative
instruments that do not trade on an exchange held by the Fund generally are valued by one or more independent pricing services approved
by the Manager on the basis of market quotations and in the case of derivatives, market data about the underlying investments. Short-term
securities held by the Fund may be valued on the basis of amortized cost, unless other factors indicate that amortized cost is not an
accurate estimate of the security’s value.
Investments
in non-exchange traded investment companies are valued using the respective fund’s daily calculated net asset value per share.
The prospectuses for these funds explain the circumstances under which the funds will use fair value pricing and the effects of using
fair value pricing.
If
a valuation for a security is not available from an independent pricing service or if the Manager believes in good faith that the valuation
does not reflect the amount a Fund would receive on a current sale of that security, the Fund seeks to obtain quotations from brokers
or dealers. If such quotations are not readily available, the Fund may use a fair value estimate made according to methods approved by
the Manager. Pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended, the Board of Trustees designated the Manager
as the Fund’s valuation designee. As the Fund’s valuation designee, the Manager is responsible for determining fair value
in good faith for any and all Fund investments. The Fund may also use these methods to value certain types of illiquid securities. Fair
value pricing generally will be used if the market in which a portfolio security trades closes early or if trading in a particular security
was halted during the day and did not resume prior to the time as of which a Fund’s share price is calculated.
The
Fund may also fair value securities that trade in a foreign market if significant events that appear likely to affect the value of those
securities occur between the time the foreign market closes and the time as of which the Fund’s share price is calculated. Significant
events may include (1) corporate actions or announcements that affect a single
issuer,
(2) governmental actions that affect securities in one sector, country or region, (3) natural disasters or armed conflicts that affect
a country or region, or (4) significant domestic or foreign market fluctuations.
For
certain foreign assets, after the relevant foreign markets have closed, a third-party vendor supplies evaluated, systematic fair value
pricing based upon analysis of historical correlation of multiple factors. In the case of both foreign equity and foreign income securities,
in the absence of precise information about the market values of these foreign securities as of the time as of which a Fund’s share
price is calculated, the Manager has determined on the basis of available data that prices adjusted or evaluated in this way are likely
to be closer to the prices a Fund could realize on a current sale than are the prices of those securities established at the close of
the foreign markets in which the securities primarily trade. Please see the Funds’ Statement of Additional Information for additional
detail about the Funds’ fair valuation practices.
The
effect of using fair value pricing is that a portfolio security will be priced based on the subjective judgment of the Manager, operating
under procedures approved by the Manager, instead of being priced using valuations from an independent pricing service. Fair value pricing
can help to protect the Fund by reducing arbitrage opportunities available to short-term traders, but there is no assurance that fair
value pricing will completely prevent dilution of the Fund’s net asset value by such traders.
Trading
in securities on many foreign exchanges is normally completed before the Fund calculates its net asset value. In addition, foreign markets
may be open on days when U.S. markets are closed. As a result, the value of foreign securities owned by the Fund could change at times
or on days when the Fund’s net asset value is not calculated, when Fund shares do not trade, and when sales and redemptions of
Fund shares do not occur.
While the Manager may serve as the
adviser or sub-adviser of other funds that have similar names, goals, and strategies as the Fund, there may be certain differences between
the Fund and these other funds in matters such as size, cash flow patterns and tax matters, among others. As a result, there could also
be differences in performance.
The Fund uses a “multiple
class” structure. The Fund offers Class I and Class S shares that have identical investment programs, but may have different fee
waivers and different arrangements for distribution and shareholder servicing and, consequently, different expenses. Shares of a class
to which a fee waiver applies may not be available to all investors in the Fund. Rather, they will be made available to investors meeting
eligibility criteria outlined in the prospectuses for such share classes. This prospectus relates only to Class I shares of the Fund.
Distributions.
The Fund pays out to shareholders of record any net income and net realized capital gains. Ordinarily, the Fund makes distributions once
a year, in October. All dividends and other distributions received by shareholders of record are automatically reinvested in Fund shares.
How distributions
and transactions are taxed. Dividends and other distributions
made by the Fund, as well as transactions in Fund shares, generally are not taxable, except to the extent described in your qualified
plan documentation or variable contract prospectus. Please consult such documents for more information.
Other tax-related
considerations. The Fund intends to continue to qualify
for treatment as a “regulated investment company” for federal tax purposes (“RIC”) by satisfying the requirements
under Subchapter M of Chapter 1 of Subtitle A (“Subchapter M”) of the Internal Revenue Code of 1986, as amended (“Code”).
As a RIC, the Fund is not subject to federal income tax on its ordinary income and net realized capital gains that it distributes to its
shareholders. It is the Fund’s intention to distribute all such income and gains for each taxable year.
Because the Fund is offered to, among
others, insurance company separate accounts (each, a “Separate Account”) to fund variable contracts, it must meet special
diversification standards beyond those that apply to RICs in general under Subchapter M. That is so because Section 817(h) of the Code
and the regulations thereunder require that a Separate Account be “adequately diversified” (see the next paragraph for certain
rules regarding that term) in order for the tax deferral for variable contracts based thereon to apply. In determining whether a Separate
Account is so diversified, the Separate Account may “look-through” a RIC that satisfies certain criteria–which
the Fund has done for each past taxable year and intends to continue to do–and treat the RIC’s assets as its
own. If the Fund’s assets failed to meet those diversification standards, you could be subject to adverse tax consequences–for
example, distributions of the net income earned and net
gains realized by the Fund to the Separate Accounts that are invested in
the Fund (“Fund
Accounts”) would generate a current tax liability for you instead of the tax deferral mentioned above. Accordingly, the Fund intends
to continue to comply with the diversification requirements of Section 817(h) and the regulations so that owners of the variable contracts
based on the Fund Accounts will not be subject to federal tax on distributions from the Fund to those Accounts.
Under the relevant regulations, a
Separate Account is deemed to be adequately diversified if (1) no more than 55% of the value of the account’s total assets is represented
by any one investment, (2) no more than 70% of that value is represented by any two investments, (3) no more than 80% of that value is
represented by any three investments, and (4) no more than 90% of that value is represented by any four investments. Section 817(h) and
those regulations also provide, as a safe harbor, that a Separate Account will be treated as being adequately diversified if the diversification
requirements under Subchapter M are satisfied and no more than 55% of the value of its total assets is represented by cash and cash items,
government securities, and securities of other RICs. For purposes of those regulations, all securities of the same issuer are treated
as a single investment, but each U.S. government agency or instrumentality is treated as a separate issuer. It is possible that complying
with these requirements may at times call for decisions that could reduce investment performance.
The foregoing is only a summary of
some of the important federal income tax considerations generally affecting the Fund and you. Please refer to the Statement of Additional
Information for more information about the taxation of the Fund. You should refer to the prospectus for your variable contract or your
qualified plan documentation, or consult with your tax adviser, for information regarding taxes applicable to your variable contract or
qualified plan, as applicable.
Insurance
and Qualified Plan Expenses
The
fees and policies outlined in this prospectus are set by the Fund and by the Distributor. The fee information here does not include the
fees and expenses charged by your insurance company under your variable contract or by your qualified plan; for those fees and expenses,
you will need to see the prospectus for your variable contract or your qualified plan documentation.
Distribution
and Shareholder Servicing
Class
I shares of the Fund have adopted a non-fee plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 that recognizes that
the Distributor may use its own resources, including revenues from fees paid to the Distributor from the Fund, to pay expenses for services
primarily intended to result in distribution of Fund shares.
Payments
to Financial Intermediaries
The
Distributor and/or its affiliates pay additional compensation, out of their own resources and not as an expense of the Fund, to affiliates,
insurance companies and their affiliates, qualified plan administrators and their affiliates, and other financial intermediaries in connection
with the sale, distribution, retention and/or servicing of Fund shares. The amount of these payments may be substantial and may differ
among financial intermediaries based on, for example, the level or type of services provided by a financial intermediary. These arrangements
are separately negotiated between the Distributor and/or its affiliates, and the recipients of these payments and/or their affiliates.
If your financial intermediary receives such payments, these payments may compensate the financial intermediary for providing services
to you as a variable contract owner or qualified plan participant, and may also provide an incentive for the financial intermediary to
make the Fund’s shares available to you, or recommend the Fund to you, as a current or prospective variable contract owner or qualified
plan participant, and therefore promote distribution of the Fund’s shares. Please speak with your insurance company, qualified
plan administrator or other financial intermediary to learn more about any payments it receives from the Distributor and/or its affiliates,
as well as fees and/or commissions the financial intermediary charges. You should also consult disclosures made by your financial intermediary
at the time of purchase. Any such payments by the Distributor or its affiliates will not change the net asset value or the price of the
Fund’s shares. For more information, please see the Fund’s Statement of Additional Information.
Portfolio Holdings Policy
A description of the Fund’s
policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement
of Additional Information.
The complete portfolio holdings for
the Fund are available at www.nb.com/holdings (click on the tab with the name of the relevant Fund). The complete portfolio holdings for
the Fund are generally posted 15-30 days after each month-end.
The Fund’s
complete portfolio holdings will remain available at this website until the subsequent month-end holdings have been posted. Complete portfolio
holdings for the Fund will also be available in reports on Form N-PORT and Form N-CSR filed with the SEC. Historical portfolio holdings
are available upon request.
Generally, no earlier than five business
days after month-end, the Fund may publicly disclose via various shareholder and public communications, such as portfolio manager commentaries,
fact sheets or other marketing materials, which will be publicly available at www.nb.com, certain portfolio characteristics and partial
information concerning portfolio holdings for the month as of month-end, including but not limited to: up to the top 10 holdings of the
Fund (if the Fund engages in short selling, it may also disclose up to the top 10 short positions); up to the top 10 holdings that contributed
to and/or detracted from performance or were the best and/or worst performers; sector breakdowns or changes to portfolio composition (e.g.,
buys and sells). This information will typically remain available at this website until information for the subsequent month has been
posted; however, to comply with Rule 30e-3 under the Investment Company Act of 1940, as amended, quarter-end information may be retained
on this website for the Fund’s previous fiscal year. The Fund may also post intra-month updates to holdings and certain portfolio
characteristics to www.nb.com. Any such intra-month update would be in addition to and not in lieu of the holdings disclosure policies
described above.
NEUBERGER
BERMAN ADVISERS MANAGEMENT TRUST
Mid Cap Growth Portfolio
(Class I) Shares
If you would like further details
on this Fund you can request a free copy of the following documents:
Shareholder Reports
and Form N-CSR. Additional information about the Fund’s
investments is available in the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR. In the Fund’s annual
report, you will find the Fund’s performance data and a discussion by the Portfolio Managers about strategies and market conditions
that significantly affected the Fund’s performance during the last fiscal year. In Form N-CSR, you will find the Fund’s
annual and semi-annual financial statements.
Statement of Additional
Information (SAI). The SAI contains more comprehensive
information on the Fund, including: various types of securities and practices, and their risks, investment limitations and additional
policies and information about the Fund’s management and business structure. The SAI is hereby incorporated by reference into this
prospectus, making it legally part of the prospectus.
Investment Manager: Neuberger
Berman Investment Advisers LLC
You can obtain a shareholder report,
SAI, and other information such as financial statements from your financial intermediary, or from:
Neuberger Berman
Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104
800-877-9700
212-476-8800
Website: www.nb.com
Reports and other
information about the Fund are available on the EDGAR Database on the SEC’s website at http://www.sec.gov, and copies of this information
may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].
The Fund’s
current net asset value per share is made available at: http://www.nb.com/amtportfolios/performance.
The
“Neuberger Berman” and “Neuberger”
names and logos and “Neuberger Berman Investment Advisers
LLC” are registered service marks of Neuberger Berman Group LLC. The individual Fund name in this prospectus is either a service
mark or a registered service mark of Neuberger Berman Investment Advisers LLC. ©2026 Neuberger Berman BD LLC, distributor. All rights
reserved.
SEC
File Number: 811-4255
A0067 05/26
Neuberger
Berman Advisers Management Trust
Mid
Cap Growth Portfolio—Class
S Shares |
Prospectus
May 1, 2026
These securities, like the securities
of all mutual funds, have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange
Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
Contents
Neuberger
Berman Advisers Management Trust
The Fund is offered to certain life
insurance companies to serve as an investment vehicle for premiums paid under their variable annuity and variable life insurance contracts
(each, a “variable contract”) and to certain qualified pension and other retirement plans (each, a “qualified plan”).
Fund
Summary
The Fund seeks growth of capital.
These tables describe the fees and
expenses that you may pay if you buy, hold or sell shares of the Fund. These tables do not reflect any fees and expenses charged by your
insurance company under your variable contract or by your qualified plan. If the tables did reflect such fees and expenses, the overall
expenses would be higher than those shown. Please refer to the prospectus for your variable contract or your qualified plan documentation
for information on their separate fees and expenses.
Shareholder
Fees (fees paid directly
from your investment) |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a % of the value of your investment) |
|
|
|
|
Distribution
and/or shareholder service (12b-1) fees |
|
|
|
|
Total
annual operating expenses |
|
Fee
waivers and/or expense reimbursement |
|
Total
annual operating expenses after fee waivers and/or expense reimbursement1
|
|
The expense example can help you
compare costs among mutual funds. The example assumes that you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return each year, and that the Fund’s expenses were those
in the table. Actual performance and expenses may be higher or lower.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs. These costs, which are not reflected in annual operating expenses or in the example, affect the
Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 159%
of the average value of its portfolio.
Principal
Investment Strategies
To pursue its goal, the Fund normally
invests at least 80% of its net assets in common stocks of mid-capitalization companies, which it defines as those with a market capitalization
within the market capitalization range of the Russell Midcap® Index at the time of initial purchase. Although the Fund invests primarily
in domestic securities, it may also invest in securities of foreign companies.
The Fund’s strategy utilizes
a qualitative, bottom-up research driven approach to identify companies that the Portfolio Managers believe have catalysts for growth
which are underappreciated by the market. The Portfolio Managers seek to invest in underappreciated companies with the following characteristics:
durable and potentially unique business models and/or proficient management capable of advancing the development of and/or strengthening
of sustainable and consistent revenue growth, cash flow growth, earnings growth and/or overall balance sheet strength. Such catalysts
may include a new technology, product or
2
Mid Cap Growth Portfolio (Class S)
service, a regulatory
update, market share gains, cyclical inflections (e.g. companies whose returns are driven by macro-economic factors), corporate restructurings
or self-help initiatives (e.g. internal operating efforts to increase company efficiencies). The Portfolio Managers may also invest in
anticipation of a catalyst.
In analyzing catalysts, the Portfolio
Managers evaluate each catalyst’s uniqueness, timing, growth potential and sustainability, as well as assessing execution risks,
competitive barriers and threats. The Portfolio Managers are also attempting to exploit market inefficiencies that potentially may exist
within the small-to-mid-capitalization market, due to the number of companies that comprise the investable universe and the limited amount
of available research that exists for some of those companies. Investable companies emerging from the Portfolio Manager’s bottom-up
fundamental, qualitative and valuation analysis fall into the following investment classifications:
Core investments:
are typically more mature companies, engaged with, and participating in, compelling secular growth trends, that the Portfolio Managers
believe offer a demonstrated history of consistent execution and results. These tend to represent multi-year holdings of the strategy.
Turn investments:
represent holdings in a wide range of corporate development and maturity stages and are generally driven by what the Portfolio Managers
believe to be a distinct developing catalyst, such as a new product or service, market share gains or internal corporate self-help opportunities
to improve operating efficiencies.
Tactical investments:
represent holdings with a shorter-term investment horizon due to catalysts the Portfolio Managers believe are typically associated with
cyclical trends and opportunities, a disconnect with market expectations providing an opportunity on valuation or a new product, or financial
or regulatory developments that could have a material impact on the company.
Tactical investments have the potential
to grow into Turn investments, while compelling Turn investments will ideally develop into Core investments.
The Fund seeks to reduce risk by
diversifying among many companies, sectors and industries. At times, the Portfolio Managers may emphasize certain sectors that they believe
will benefit from market or economic trends.
The Portfolio Managers constantly
monitor their holdings and are focused on maintaining what they believe is an appropriate and attractive risk/reward balance with a disciplined
sell process that acts quickly and dispassionately to address both positive and negative outcomes. A position is typically trimmed or
exited for the following reasons: to harvest gains from significant short-term price appreciation, the positive realization of a catalyst,
the achievement of a price target or elevated valuations, identification of a better idea, to minimize potential risks, to address an
absence of near-term drivers or catalysts, a significant deterioration of fundamentals, a change in management or operating strategy or
the failure of a catalyst to develop.
The Fund will not change its strategy
of normally investing at least 80% of its net assets in mid-capitalization companies, without providing shareholders at least 60 days’
notice. This test is applied at the time the Fund invests; later percentage changes caused by a change in Fund assets, market values or
company circumstances will not require the Fund to dispose of a holding.
PRINCIPAL
INVESTMENT RISKS
Most of the Fund’s performance
depends on what happens in the stock market, the Portfolio Managers' evaluation of those developments, and the success of the Portfolio
Managers in implementing the Fund's investment strategies. The market's behavior can be difficult to predict, particularly in the short
term. There can be no guarantee that the Fund will achieve its goal. The Fund may take temporary defensive and cash management positions;
to the extent it does, it will not be pursuing its principal investment strategies.
The actual risk exposure taken by
the Fund in its investment program will vary over time, depending on various factors including the Portfolio Managers' evaluation of issuer,
political, regulatory, market, or economic developments. There can be no guarantee that the Portfolio Managers will be successful in their
attempts to manage the risk exposure of the Fund or will appropriately evaluate or weigh the multiple factors involved in investment decisions,
including issuer, market and/or instrument-specific analysis and valuation.
The
Fund is a mutual fund, not a bank deposit, and is not guaranteed or insured by the Federal Deposit Insurance Corporation or any other
government agency. The value of your investment
may fall, sometimes sharply, and you could lose money by investing in the Fund.
3
Mid Cap Growth Portfolio (Class S)
Each of the following
risks, which are described in alphabetical order and not in order of any presumed importance, can significantly affect the Fund’s
performance. The relative importance of, or potential exposure as a result of, each of these risks will vary based on market and other
investment-specific considerations.
Catalyst Risk.
Investing in companies in anticipation of a catalyst carries the risk that the catalyst may not happen as anticipated, or the market may
react to the catalyst differently than expected. Certain catalysts, such as emergence from, or restructuring as a result of, bankruptcy,
carry additional risks and the securities of such companies may be more likely to lose value than the securities of more stable companies.
Securities of issuers undergoing such an event may be more volatile than other securities, may at times be illiquid, and may be difficult
to value, and management of such a company may be addressing a situation with which it has little experience.
Foreign Risk.
Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure to
less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other protectionist
trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries, organizations,
companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations in foreign
currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement,
custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. As a result, foreign securities may fluctuate more widely in price,
and may also be less liquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar
fashion to important economic or political developments. In addition, foreign markets may perform differently than the U.S. market. The
effect of economic instability on specific foreign markets or issuers may be difficult to predict or evaluate. Regardless of where a company
is organized or its stock is traded, its performance may be affected significantly by events in regions from which it derives its profits
or in which it conducts significant operations.
Securities of issuers traded on foreign
exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities. Trading suspensions may
be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may be applied broadly by
exchanges or governmental authorities in response to market events. In the event that the Fund holds material positions in such suspended
securities or instruments, the Fund’s ability to liquidate its positions or provide liquidity to investors may be compromised and
the Fund could incur significant losses.
Foreign Exposure
Risk. Securities issued by U.S. entities with substantial
foreign operations or holdings, or issued by foreign entities listed on a U.S. exchange, may involve additional risks relating to political,
economic, or regulatory conditions in those foreign countries, as well as currency exchange rates.
Growth Stock Risk.
Because the prices of most growth stocks are based on future expectations, these stocks tend to be more sensitive than value stocks to
bad economic news and negative earnings surprises. When these expectations are not met or decrease, the prices of these stocks may decline,
sometimes sharply, even if earnings showed an absolute increase. Bad economic news or changing investor perceptions may adversely affect
growth stocks across several sectors and industries simultaneously.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole.
Market Volatility
Risk. Markets may be volatile and values of individual
securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political,
regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments,
and adverse investor sentiment or publicity. Geopolitical and other risks, including environmental and public health risks may add to
instability in world economies and markets generally. Changes in value may be temporary or may last for extended periods. If the Fund
sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance.
Mid-Cap Companies
Risk. At times, mid-cap companies may be out of favor with
investors. Compared to larger companies, mid-cap companies may depend on a more limited management group, may have a shorter history of
operations, less publicly available information, less stable earnings, and limited product lines, markets or financial resources. The
securities of mid-cap companies are often more volatile, which at times can be rapid and unpredictable, and less liquid than the securities
of larger companies and may be more affected than other types of securities by the underperformance of a sector, during market downturns,
by adverse publicity and investor perceptions, by interest rate changes and by government regulation.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a
4
Mid Cap Growth Portfolio (Class S)
different country
or region. However, the interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies
and markets in ways that cannot be foreseen at this time.
Some countries, including the U.S.,
have adopted more protectionist trade policies, which is a trend that appears to be continuing globally. Slowing global economic growth,
the rise in protectionist trade policies, inflationary pressures, changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions, including the U.S. and other foreign nations, political
or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment,
commodity prices and currency values could affect the economies
and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on the U.S. dollar, may change foreign demand for U.S. assets
in ways that cannot be foreseen, which could have a negative impact on certain issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic
slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market volatility or reduce liquidity
in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular
issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets. Any of these could cause an increase
in market volatility, reduce liquidity across various markets or decrease confidence in the markets.
Regulators in the U.S. have adopted
a number of changes to regulations involving the markets and issuers, some of which apply to the Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit the Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the Fund.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the profitability and growth of certain issuers and industries may
be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of the Fund and its investments or operations could
be negatively impacted.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
Global climate change can have potential
effects on property and security values. Certain issuers, industries and regions may be adversely affected by the impact of climate change
in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate change, including
any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries and regions.
Redemption Risk.
The Fund may experience periods of large or frequent redemptions that could cause the Fund to sell assets at inopportune times, which
could have a negative impact on the Fund’s overall liquidity, or at a loss or depressed value. Redemption risk is greater to the
extent that one or more investors or intermediaries control a large percentage of investments in the Fund and the risk is heightened during
periods of declining or illiquid markets. Large redemptions could hurt the Fund’s performance, increase transaction costs, and
create adverse tax consequences.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in particular sectors, its performance will be especially sensitive to developments that significantly
affect those sectors. Individual sectors or sub-sectors may be more volatile, and may
5
Mid Cap Growth Portfolio (Class S)
perform differently,
than the broader market. The industries that constitute a sector may all react in the same way to economic, political or regulatory events.
Securities Lending
Risk. Securities lending involves a possible delay in recovery
of the loaned securities or a possible loss of rights in the collateral should the borrower fail financially. The Fund could also lose
money if the value of the collateral decreases.
A summary of the
Fund’s additional principal investment risks is as follows:
Risk of Increase
in Expenses. A decline in the Fund’s average net
assets during the current fiscal year due to market volatility or other factors could cause the Fund’s expenses for the current
fiscal year to be higher than the expense information presented in “Fees and Expenses.”
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents
can result from deliberate attacks or unintentional events. It is not possible for the Manager or the other Fund service providers to
identify all of the cybersecurity or other operational risks that may affect the Fund or to develop processes and controls to completely
eliminate or mitigate their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data
storage and operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology’s effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and social disruptions. The unpredictable nature of AI’s
impact on market dynamics complicates traditional risk assessment models, making it challenging to identify risks and opportunities using
historical data. Legal and regulatory frameworks governing AI’s use, particularly concerning data privacy and protection, are evolving
rapidly. These changes could materially alter how AI is used, which may negatively impact the Fund.
Risk Management.
Risk is an essential part of investing. No risk management program can eliminate the Fund’s exposure to adverse events; at best,
it may only reduce the possibility that the Fund will be affected by such events, and especially those risks that are not intrinsic to
the Fund’s investment program. The Fund could experience losses if judgments about risk prove to be incorrect.
Valuation Risk.
The Fund may not be able to sell an investment at the price
at which the Fund has valued the investment. Such differences could be significant, particularly for illiquid securities and securities
that trade in relatively thin markets and/or markets that experience extreme volatility. If market or other conditions make it difficult
to value an investment, the Fund may be required to value such investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that is different from an investment’s most recent price
and from the prices used by other funds to calculate their NAVs. The Fund uses pricing services to provide values for certain securities
and there is no assurance that the Fund will be able to sell an investment at the price established by such pricing services. The Fund’s
ability to value its investments in an accurate and timely manner may be impacted by technological issues and/or errors by third party
service providers, such as pricing services or accounting agents.
6
Mid Cap Growth Portfolio (Class S)
PERFORMANCE
The following bar chart and table
provide an indication of the risks of investing in the Fund. The
bar chart shows how the Fund’s performance has varied from year to year. The
table below the bar chart shows what the returns would equal if you averaged out actual performance over various lengths of time and compares
the returns with the returns of a broad based market index and additional indices. The broad-based market
index is required by regulation. The additional index or indices have characteristics relevant to the Fund’s investment strategy.
The indices are described in “Descriptions of Indices” in the prospectus. The performance information does not reflect variable
contract or qualified plan fees and expenses. If such fees and expenses were reflected, returns would be less than those shown. Please
refer to the prospectus for your variable contract or your qualified plan documentation for information on their separate fees and expenses.
Returns would have been lower if
the Manager had not reimbursed certain expenses and/or waived a portion of the investment management fees during certain of the periods
shown.
Past
performance is not a prediction of future results. Visit www.nb.com
or call 800-877-9700 for updated performance information.
year-by-year
% Returns as of 12/31 each year
average
annual total % returns as of 12/31/25
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Russell
3000®
Index (reflects no deduction for fees, expenses or taxes)
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Russell
Midcap®
Growth Index (reflects no deduction for fees, expenses or taxes) |
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Russell
Midcap®
Index (reflects no deduction for fees, expenses or taxes) |
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Neuberger Berman Investment Advisers
LLC (“Manager”) is the Fund’s investment manager.
The Fund is co-managed by Portfolio
Managers Chad Bruso (Managing Director of the Manager), Trevor Moreno (Managing Director of the Manager) and Associate Portfolio Manager
Jennifer Blachford (Senior Vice President of the Manager). Messrs. Bruso and Moreno joined as Associate Portfolio Managers in January
2020 and became co-Portfolio Managers in December 2021. Ms. Blachford has managed the Fund since December 2021.
7
Mid Cap Growth Portfolio (Class S)
Buying
and Selling Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to the Fund.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share. When shares are bought or sold, the share price will be the
next share price calculated after the order has been received in proper form. Shares of the Fund may be purchased or redeemed (sold) on
any day the New York Stock Exchange is open.
Distributions made by the Fund to
an insurance company separate account or a qualified plan, and exchanges and redemptions of Fund shares made by a separate account or
qualified plan, ordinarily do not cause the contract holder or plan participant to recognize income or gain for federal income tax purposes.
Please see your variable contract prospectus or the governing documents of your qualified plan for information regarding the federal income
tax treatment of the distributions to the applicable separate account or qualified plan and the holders of the contracts or plan participants,
respectively.
Payments
to Financial Intermediaries
Neuberger Berman BD LLC and/or its
affiliates may pay insurance companies or their affiliates, qualified plan administrators, broker-dealers or other financial intermediaries,
for services to current and prospective variable contract owners and qualified plan participants who choose the Fund as an investment
option. These payments may create a conflict of interest by influencing the financial intermediary and its employees to recommend the
Fund over another investment or make the Fund available to their current or prospective variable contract owners and qualified plan participants.
Ask your financial intermediary or visit its website for more information.
8
Mid Cap Growth Portfolio (Class S)
Descriptions of
Certain Practices and Security Types
Growth Investing.
For growth investors, the aim is to invest in companies that are already successful but could be even more so. Often, these stocks are
in emerging or rapidly growing industries. While most growth stocks are known to investors, they may not yet have reached their full potential.
The growth investor looks for indications of continued success.
Additional Information about Principal
Investment Risks
This section provides additional
information about the Fund’s principal investment risks described in the Fund Summary section. The following risks are described
in alphabetical order and not in order of any presumed importance or potential exposure.
Catalyst Risk.
Investing in companies in anticipation of a catalyst carries the risk that the catalyst may not happen as anticipated, possibly due to
the actions of other market participants, or may happen in modified or conditional form, or the market may react to the catalyst differently
than expected. Furthermore, a catalyst, such as a pending restructuring or spin-off, may be renegotiated or terminated or involve a longer
time frame than originally contemplated. In addition, certain catalysts, such as emergence from, or restructuring as a result of, bankruptcy,
carry additional risks, and the securities of such companies may be more likely to lose value than the securities of more stable companies.
Securities of issuers undergoing such an event may be more volatile than other securities, may at times be illiquid, and may be difficult
to value, and management of such a company may be addressing a situation with which it has little experience. In circumstances where the
anticipated catalyst does not occur or the position is no longer an attractive investment opportunity, the Fund may incur losses by liquidating
that position. If the catalyst later appears unlikely to occur or is delayed, the market prices of the securities may decline sharply.
These investments may be highly speculative and an incorrect assessment of the risk associated with such an investment could result in
significant losses to the Fund.
Foreign Risk.
Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure to
less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other protectionist
trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries, organizations,
companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations in foreign
currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement,
custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. The Fund may have limited or no legal recourse in the event of default
with respect to certain foreign securities. In addition, key information about the issuer, the markets or the local government or economy
may be unavailable, incomplete, or inaccurate. As a result, foreign securities may fluctuate more widely in price, and may also be less
liquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar fashion to important
economic or political developments. In addition, securities issued by U.S. entities with substantial foreign operations may involve risks
relating to political, economic, or regulatory conditions in foreign countries, as well as currency exchange rates. Regardless of where
a company is organized or its stock is traded, its performance may be affected significantly by events in regions from which it derives
its profits or in which it conducts significant operations.
Securities of issuers traded on foreign
exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities. Trading suspensions may
be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may be applied broadly by
exchanges or governmental authorities in response to market events. Suspensions may last for significant periods of time, during which
trading in the securities and in instruments that reference the securities, such as derivative instruments, may be halted. In the event
that the Fund holds material positions in such suspended securities or instruments, the Fund’s ability to liquidate its positions
or provide liquidity to investors may be compromised and the Fund could incur significant losses.
In addition, foreign markets may
perform differently than the U.S. market. Over a given period of time, foreign securities may underperform U.S. securities—sometimes
for years. The Fund could also underperform if it invests in countries or regions whose economic
performance falls short. To the extent that the Fund invests a portion of its assets in one country, state, region or currency, an adverse
economic, business or political development may affect the value of the Fund’s investments more than if its investments were not
so invested.
The effect of economic instability
on specific foreign markets or issuers may be difficult to predict or evaluate. Some national economies continue to show profound instability,
which may in turn affect their international trading and financial partners or other members of their currency bloc.
Foreign
Exposure Risk. Securities issued by U.S. entities with
substantial foreign operations or holdings, or issued by foreign entities listed on a U.S. exchange, may involve additional risks relating
to political, economic, or regulatory conditions in those foreign countries. Additional risks may include exposure to less developed or
less efficient commercial trading markets; social, political, diplomatic or economic instability; fluctuations in foreign currencies or
currency redenomination; laws limiting or restricting the movement of assets out of the country; nationalization or expropriation of assets;
less stringent legal standards; possible unfavorable treatment under U.S. tax laws; and discriminatory application of local regulatory
or criminal laws.
Growth Stock Risk.
Because the prices of most growth stocks are based on future expectations, these stocks tend to be more sensitive than value stocks to
bad economic news and negative earnings surprises. When these expectations are not met or decrease, the prices of these stocks may decline,
sometimes sharply, even if earnings showed an absolute increase. Bad economic news or changing investor perceptions may adversely affect
growth stocks across several sectors and industries simultaneously. Growth stocks tend to reinvest a high portion of earnings in their
business, which can make them more volatile, and growth stocks also may lack the dividends often associated with value stocks that can
cushion their decline in a falling market. While the price of any type of stock may rise and fall rapidly, growth stocks may underperform
during periods when the market favors value stocks.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole. The value of an issuer’s securities may deteriorate because of a variety of
factors, including disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation
against the issuer, perceived poor management performance, changes in economic or political conditions or in government regulations affecting
the issuer or the competitive environment. Certain unanticipated events, such as natural disasters, may have a significant adverse effect
on the value of an issuer’s securities.
Market Capitalization
Risk. To the extent the Fund invests in securities of small-,
mid-, or large-cap companies, it takes on the associated risks. At times, any of these market capitalizations may be out of favor with
investors. Compared to small- and mid-cap companies, large-cap companies may be unable to respond as quickly to changes and opportunities
and may grow at a slower rate. As such, the return on investment in securities of large-cap companies may be less than the return on investment
in securities of small- and/or mid-cap companies. Compared to large-cap companies, small- and mid-cap companies may depend on a more limited
management group, may have a shorter history of operations, less publicly available information, less stable earnings, and limited product
lines, markets or financial resources. The securities of small- and mid-cap companies may fluctuate more widely in price than the market
as a whole, which at times can be rapid and unpredictable, may be difficult to sell when the economy is not robust or during market downturns,
and may be more affected than other types of securities by the underperformance of a sector, during market downturns, by adverse publicity
and investor perceptions, by interest rate changes and by government regulation. There may also be less trading in small- or mid-cap securities,
which means that buy and sell transactions in those securities could have a larger impact on a security’s price than is the case
with large-cap securities and the Fund may not be able to liquidate a position at a particular time.
The Fund defines the market capitalization
range by reference to the market capitalization range of companies in the named index. The size of companies in an index changes with
market conditions. In addition, changes to the composition of an index can change the market capitalization range of companies in the
index and, therefore, the market capitalization range of companies in which the Fund invests.
Market Volatility
Risk. Markets may be volatile and values of individual
securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political,
regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments,
and adverse investor sentiment or publicity. Changes in the financial condition of a single issuer may impact a market as a whole. Changes
in value may be temporary or may last for extended periods and may not have the same impact on all types of securities and instruments.
If the Fund sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance. Geopolitical
risks, including terrorism, tensions or open conflict between nations, or political or economic dysfunction within some nations that are
major players on the world stage or major producers of oil, may lead to overall instability in world economies and markets generally and
have led, and may in the future lead, to increased market volatility and may have adverse long-term effects. Similarly, environmental
and public health risks, such as natural disasters or epidemics, or widespread fear that such events may occur, may impact markets and
economies adversely and cause market volatility in both the short- and long-term.
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to
suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents can result
from deliberate attacks (e.g., malicious software coding, ransomware, or “hacking”) or unintentional events (e.g., inadvertent
release of confidential information). A cybersecurity incident could, among other things, result in the loss or theft of customer data
or funds, customers or employees being unable to access electronic systems (“denial of services”), loss or theft of proprietary
information or corporate data, physical damage to a computer or network system, or remediation costs associated with system repairs. A
cybersecurity incident may not permit the Fund and its service providers to access electronic systems to perform critical duties for the
Fund, such as trading and calculating net asset value. Any cybersecurity incident could have a substantial adverse impact on the Fund
and its shareholders.
The occurrence of any of these problems
could result in a loss of information, regulatory scrutiny, reputational damage and other consequences, any of which could have a material
adverse effect on the Fund or its shareholders. The Manager, through its monitoring and oversight of Fund service providers, endeavors
to determine that service providers take appropriate precautions to avoid and mitigate risks that could lead to such problems. While the
Manager has established business continuity plans and risk management systems seeking to address these problems, there are inherent limitations
in such plans and systems, and it is not possible for the Manager or the other Fund service providers to identify all of the cybersecurity
or other operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence
or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and operations, and require ready
access to the internet to conduct their business. Thus, cybersecurity incidents could also affect issuers of securities in which the Fund
invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology's effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale, and speed of cybersecurity attacks. AI's role in increasing
automation raises concerns about job displacement and may lead to economic and social disruptions. The unpredictable nature of AI's impact
on market dynamics complicates traditional risk assessment models, making it challenging to identify risks and opportunities using historical
data. Legal and regulatory frameworks governing AI's use, particularly concerning data privacy and protection, are evolving rapidly. These
changes could materially alter how AI is used, which may negatively impact the Fund.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the
interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies and markets in ways that
cannot be foreseen at this time.
Some countries, including the U.S.,
have adopted more protectionist trade policies, which is a trend that appears to be continuing globally. Slowing global economic growth,
the rise in protectionist trade policies, inflationary pressures, changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions, including the U.S. and other foreign nations, political
or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment,
commodity prices and currency values could affect the economies
and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on the U.S. dollar, may change foreign demand for U.S. assets
in ways that cannot be foreseen, which could have a negative impact on certain issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic
slowdown both in the U.S. and abroad. Unexpected changes in
interest rates
could lead to significant market volatility or reduce liquidity in certain sectors of the market. Deteriorating economic fundamentals
may, in turn, increase the risk of default or insolvency of particular issuers, negatively impact market value, cause credit spreads to
widen, and reduce bank balance sheets. Any of these could cause an increase in market volatility, reduce liquidity across various markets
or decrease confidence in the markets. Also, regulators have expressed concern that changes in interest rates may cause investors to sell
fixed income securities faster than the market can absorb them, contributing to price volatility. Historical patterns of correlation among
asset classes may break down in unanticipated ways during times of high volatility, disrupting investment programs and potentially causing
losses.
Regulators in the U.S. adopted a
number of changes to regulations involving the markets and issuers, some of which implicate a Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit a Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact its performance. Additionally, it is possible that such regulations could be
further revised or rescinded, which creates material uncertainty on their impact to the Fund.
Regulators in the U.S. have issued
an order granting exemptive relief to permit funds to offer both mutual fund share classes and ETF share classes. There are structural
and operational differences between mutual funds and ETFs, which give rise to different shareholder rights along with other differences
in this structure, including differences in portfolio transaction costs and distributions. Any use of this structure by a Fund, if available
to it, would be subject to the terms and conditions of such exemptive relief.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the profitability and growth of certain issuers and industries may
be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of a Fund and its investments or operations could be
negatively impacted.
Certain illnesses spread rapidly
and have the potential to significantly and adversely affect the global economy. The impact of epidemics and/or pandemics that may arise
in the future could negatively affect the economies of many nations, individual companies and the global securities and commodities markets,
including their liquidity, in ways that cannot necessarily be foreseen at the present time and could last for an extended period of time.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
China’s economy, which had
been sustained through debt-financed spending on housing and infrastructure, appears to be experiencing a significant slowdown and growing
at a lower rate than prior years. While the Chinese government appears to be taking measures to address these issues, due to the size
of China’s economy, the resolution of these issues could impact a number of other countries.
Global climate change can have potential
effects on property and security values. Certain issuers, industries and regions may be adversely affected by the impact of climate change
in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate change, including
any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries and regions.
A rise in sea levels, a change in
weather patterns, including an increase in powerful storms and large wildfires, and/or a climate-driven increase in flooding could cause
properties to lose value or become unmarketable altogether. Unlike previous declines in the real estate market, properties in affected
zones may not ever recover their value. Regulatory changes and divestment movements tied to concerns about climate change could adversely
affect the value of certain land and the viability of industries whose activities or products are seen as accelerating climate change.
Losses related to climate change
could adversely affect corporate issuers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities that
depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property and/or of corporate,
municipal or mortgage-backed securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult
to know the time period over which these market effects might unfold.
Redemption
Risk. The Fund may experience periods of large or frequent
redemptions that could cause the Fund to sell assets at inopportune times, which could have a negative impact on the Fund’s overall
liquidity, or at a loss or depressed value. Redemption risk is greater to the extent that one or more investors or intermediaries control
a large percentage of investments in the Fund, have short investment horizons, or have unpredictable cash flow needs. In addition, the
risk is heightened if redemption requests are unusually large or frequent or occur during periods of declining or illiquid markets. Large
redemptions could hurt the Fund’s performance, increase transaction costs and create adverse tax consequences.
Risk Management.
Management undertakes certain analyses with the intention of identifying particular types of risks and reducing the Fund’s exposure
to them. However, risk is an essential part of investing, and the degree of return an investor might expect is often tied to the degree
of risk the investor is willing to accept. By its very nature, risk involves exposure to the possibility of adverse events. Accordingly,
no risk management program can eliminate the Fund’s exposure to such events; at best, it may only reduce the possibility that the
Fund will be affected by adverse events, and especially those risks that are not intrinsic to the Fund’s investment program. While
the prospectus describes material risk factors associated with the Fund’s investment program, there is no assurance that as a particular
situation unfolds in the markets, management will identify all of the risks that might affect the Fund, rate their probability or potential
magnitude correctly, or be able to take appropriate measures to reduce the Fund’s exposure to them. The Fund could experience losses
if judgments about risk prove to be incorrect. Measures taken with the intention of decreasing exposure to identified risks might have
the unintended effect of increasing exposure to other risks.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in one sector, industry, or sub-sector of the market, its performance will be especially sensitive
to developments that significantly affect those sectors, industries, or sub-sectors. An individual sector, industry, or sub-sector of
the market may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all
react in the same way to economic, political or regulatory events. The Fund’s performance could also be affected if the sectors,
industries, or sub-sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely
affect performance. For a summary of the Fund’s recent sector allocations, see its most recent shareholder report. (The information
in the report is as of the date of the report and may have changed.) For information about the risks of investing in particular sectors,
see the Fund’s Statement of Additional Information.
Securities Lending
Risk. Securities lending involves a possible delay in recovery
of the loaned securities, a possible delay in receiving additional collateral (to cover an increase in the market value of the loaned
securities or a decrease in the value of any securities collateral), or a possible loss of rights in the collateral should the borrower
fail financially. There is a risk that a borrower may default on its obligations to return loaned securities, which could negatively impact
the Fund. The Fund could also lose money if the value of the collateral decreases.
To the extent that the portfolio
securities acquired with such collateral have decreased in value, it may result in the Fund realizing a loss at a time when it would not
otherwise do so. As such, securities lending may introduce leverage into the Fund. The Fund also may incur losses if the returns on securities
that it acquires with cash collateral are less than the applicable rebate rates paid to borrowers and related administrative costs.
Valuation Risk.
The Fund may not be able to sell an investment at the price at which the Fund has valued the investment. Such differences could be significant,
particularly for illiquid securities and securities that trade in relatively thin markets and/or markets that experience extreme volatility.
If market or other conditions make it difficult to value an investment, the Fund may be required to value such investments using more
subjective methods, known as fair value methodologies. Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent closing price and from the prices used by other funds to calculate their NAVs. Investors
who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower
or higher redemption proceeds, than they would have received if the Fund had not held fair-valued securities or had used a different methodology.
The value of foreign securities, certain futures, fixed income securities, and currencies may be materially affected by events after the
close of the markets on which they are traded but before the Fund determines its net asset value. The impact of a closed foreign market
on the Fund is likely to be greater if a large portion of the Fund's investments trade on that closed foreign market or when the foreign
market is closed for unscheduled reasons. The value of the Fund's investments may change on days or during time periods when investors
are not able to purchase or sell Fund shares. The Fund uses pricing services to provide values for certain securities and there is no
assurance that the Fund will be able to sell an investment at the price established by such pricing services. Different pricing services
use different valuation methodologies, potentially resulting in different values for the same investments. As a result, if the Fund were
to change pricing services, or if a pricing service were to change its valuation methodology, the value of the Fund’s investments
could be impacted. The Fund’s ability to value its investments in an accurate and timely manner may be impacted by technological
issues and/or errors by third party service providers, such as pricing services or accounting agents.
Information about
Additional Risks and Other Practices
As discussed in the Fund’s
Statement of Additional Information, the Fund may engage in certain practices and invest in certain securities in addition to those described
as its “principal investment strategies” in the Fund Summary section. For example, should the Fund engage in borrowing or
securities lending or should the Fund use derivatives or invest in foreign securities, it will be subject to the additional risks associated
with these practices and securities, some or all of which may already be included in its “principal investment strategies.”
Borrowing money, securities lending,
or using derivatives would create investment leverage, meaning that certain gains or losses would be amplified, increasing share price
movements. The Fund may, to a limited extent, use certain derivatives for hedging or investment purposes. A derivative instrument, whether
used for hedging or for speculation, could fail to perform as expected, causing a loss for the Fund.
Foreign securities, including those
issued by foreign governments, involve risks in addition to those associated with comparable U.S. securities, and can fluctuate more widely
in price, and may also be less liquid, than comparable U.S. securities.
In addition, the Fund may be an investment
option for a Neuberger fund that is managed as a “fund of funds.” As a result, from time to time, the Fund may experience
relatively large redemptions or investments and could be required to sell securities or to invest cash at a time when it is not advantageous
to do so.
In anticipation of adverse or uncertain
market, economic, political, or other temporary conditions, including during periods of high cash inflows or outflows, the Fund may temporarily
depart from its goal and use a different investment strategy (including leaving a significant portion of its assets uninvested) for defensive
purposes. Doing so could help the Fund avoid losses, but may mean lost opportunities. In addition, in doing so different factors could
affect the Fund’s performance and the Fund may not achieve its goal.
In addition, to the extent the Fund
is undergoing a transition (such as a change in strategy, rebalancing, reorganization, liquidation or experiencing large inflows or outflows)
or takes a temporary defensive position, it may deviate from its principal investment strategies during such period.
The Fund may change its goal without
shareholder approval.
Please see the Statement of Additional
Information for more information.
The Russell
3000® Index is a float-adjusted, market capitalization-weighted
index that measures the performance of the 3,000 largest U.S. public companies based on total market capitalization. The index is rebalanced
annually in June.
The Russell
Midcap® Growth Index is a float-adjusted, market capitalization-weighted
index that measures the performance of the mid-cap growth segment of the U.S. equity market. It includes those Russell Midcap® Index
companies with higher price-to-book ratios and higher forecasted growth rates. The index is rebalanced annually in June. Effective after
the market close on March 21, 2025, FTSE Russell implemented a capping methodology to all Russell U.S. Style Indices including this one.
Any individual company weights in the index greater than 22.5% are capped, and the sum of all individual companies that have an index
weight greater than 4.5% is capped to a 45% aggregate weight in the index. This is applied quarterly after that date, but historical index
returns will not be restated.
The Russell
Midcap® Index is a float-adjusted, market capitalization-weighted
index that measures the performance of the mid-cap segment of the U.S. equity market. It includes approximately 800 of the smallest securities
in the Russell 1000® Index. The index is rebalanced annually in June.
Neuberger Berman
Investment Advisers LLC (“Manager”), located
at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s investment manager and administrator. Neuberger Berman BD LLC
(“Distributor”), located at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s distributor. Pursuant
to an investment advisory agreement, the Manager is responsible for choosing the Fund’s investments and handling its day-to-day
business. The services provided by the Manager as the investment manager and administrator include, among others, overall responsibility
for providing all supervisory,
management,
and administrative services reasonably necessary for the operation of the Fund, which may include, among others, compliance monitoring,
operational and investment risk management, legal and administrative services and portfolio accounting services. The Manager carries out
its duties subject to the policies established by the Board of Trustees. The investment advisory agreement establishes the fees the Fund
pays to the Manager for its services as the Fund’s investment manager and the expenses paid directly by the Fund. Together, the
Neuberger affiliates manage approximately $567 billion
in total assets (as of 3/31/2026) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2025, the
management fees (i.e., advisory and administration fees) paid to the Manager by the Fund were 0.83% of the Fund's average daily net assets
for Class S.
A discussion regarding the basis
for the Board of Trustees’ approval of the investment advisory agreement is available in the Fund's Form N-CSR for the fiscal year
ended December 31, 2025.
NBIA may engage one or more of foreign
affiliates that are not registered under the Investment Advisers Act of 1940, as amended (“participating affiliates”) in
accordance with applicable SEC no-action letters. As participating affiliates, whether or not registered with the SEC, the affiliates
may provide designated investment personnel to associate with NBIA as “associated persons” of NBIA and perform specific
advisory services for NBIA, including services for the Fund, which may involve, among other services, portfolio management and/or placing
orders for securities and other instruments. The designated employees of a participating affiliate act for NBIA and are subject to certain
NBIA policies and procedures as well as supervision and periodic monitoring by NBIA. The Fund will pay no additional fees and expenses
as a result of any such arrangements.
Neither this Prospectus nor the Statement
of Additional Information is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred
explicitly by federal or state securities laws that have not been waived. The Fund enters into contractual arrangements with various parties,
including, among others, the Manager, who provide services to the Fund. Shareholders are not parties to, or intended to be third party
beneficiaries of, those contractual arrangements. Where shareholders are not third party beneficiaries of contractual arrangements, those
contractual arrangements cannot be enforced by shareholders acting on their own behalf.
Please see the Statement of Additional
Information for additional information about each Portfolio Manager’s compensation, other accounts managed by each Portfolio Manager,
and each Portfolio Manager’s ownership of Fund shares.
Chad Bruso is
a Managing Director of the Manager. He joined the firm in 2006. He has been co-Portfolio Manager of the Fund since December 2021 and before
that was an Associate Portfolio Manager of the Fund since January 2020.
Trevor Moreno is
a Managing Director of the Manager. He joined the firm in 2014. He has been co-Portfolio Manager of the Fund since December 2021 and before
that was an Associate Portfolio Manager of the Fund since January 2020. Prior to joining the firm, he was an assistant portfolio manager
and equity analyst at an investment company.
Jennifer Blachford
is a Senior Vice President of the Manager. She joined the
firm in 2019. She has been an Associate Portfolio Manager of the Fund since December 2021. Prior to joining the firm, she was a portfolio
manager at an investment company.
Financial Highlights
These financial
highlights describe the performance of the Fund's Class S shares for the fiscal periods indicated.
All figures have been derived from the financial statements
audited by Ernst & Young LLP, the Fund’s independent registered public accounting firm. Their report, along with full financial
statements, appears in the Fund’s most recent Form N-CSR (see back cover).
This information does not reflect
variable contract or qualified plan fees and expenses. If such fees and expenses were reflected, returns would be less than those shown.
Please refer to the prospectus for your variable contract or your qualified plan documentation for information on their separate fees
and expenses.
Neuberger Berman Advisers
Management Trust - Mid Cap Growth Portfolio—Class
S Shares
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Data
apply to a single share throughout each year indicated. You can see what the Fund earned (or lost),
what
it distributed to investors, and how its share price changed. |
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Share
price (NAV) at beginning of year |
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Income
from investment operations |
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Net
investment income (loss)(1)
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Net
gains (losses)—realized
and unrealized |
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Subtotal:
income (loss) from investment operations |
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Distributions
to shareholders |
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Capital
gain distributions |
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Subtotal:
distributions to shareholders |
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Share
price (NAV) at end of year |
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RATIOS
(% OF AVERAGE NET ASSETS) |
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The
ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how
they
would have been if certain expense reimbursement/repayment arrangements had not been in effect. |
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Net
investment income (loss)—actual
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Total
return shows how an investment in the Fund would have performed over each year, assuming all
distributions
were reinvested. The turnover rate reflects how actively the Fund bought and sold securities. |
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Net
assets at end of year (in millions of dollars) |
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Portfolio
turnover rate (%) |
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(1)
Calculated
based on the average number of shares outstanding during each fiscal period.
(2)
Shows
what this ratio would have been if there had been no expense reimbursement.
(3)
Does
not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are
direct shareholders of the Fund are not affected by insurance related expenses.
(4)
Would
have been lower if the Manager had not reimbursed certain expenses.
Your
Investment
Buying and Selling Fund Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to this Fund.
Redemption proceeds are typically
sent out the next business day after an order is executed, and nearly always within seven days regardless of payment type. The Fund typically
expects to meet redemption requests, under both normal and stressed market conditions, by redeeming cash and cash equivalent portfolio
holdings and/or selling portfolio securities or other instruments. As stated below, and in the Fund’s Statement of Additional Information,
the Fund also reserves the right to redeem an investor’s shares in kind (i.e., providing investors with securities instead of cash),
in whole or in part to meet redemption requests in stressed market conditions and other appropriate circumstances. Redemptions in kind
may cause you to incur transaction costs to the extent you dispose of the securities redeemed in kind and the value of the securities
redeemed in kind may decrease between the time of redemption and the time of such sale. The Fund may also borrow under any available line
of credit and other available methods to meet redemption requests in both normal and stressed market conditions and other appropriate
circumstances.
Under certain circumstances, which
may include normal and stressed market conditions, the Fund reserves the right to:
■
suspend
the offering of shares
■
reject
any exchange or purchase order
■
suspend
or reject future purchase orders from any investor who has not provided timely payment to settle a purchase order
■
satisfy
an order to sell Fund shares with securities rather than cash
■
change,
suspend, or revoke the exchange privilege
■
suspend
the telephone order privilege
■
suspend
or postpone investors’ ability to sell Fund shares or postpone payments on redemptions for more than seven days, on days when trading
on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the Securities and Exchange Commission
(“SEC”)
■
remain
open and process orders to purchase or sell Fund shares when the Exchange is closed.
Frequent purchases, exchanges and
redemptions of Fund shares (“market-timing activities”) can interfere with effective Fund management and adversely affect
Fund performance in various ways, including by requiring a portfolio manager to liquidate portfolio holdings at a disadvantageous time
or price, by increasing costs (such as brokerage costs) to the Fund by requiring a portfolio manager to effect more frequent purchases
and sales of portfolio securities, and possibly by requiring a portfolio manager to keep a larger portion of Fund assets in cash, all
of which could adversely affect the interests of long-term shareholders. To discourage market-timing activities by Fund shareholders,
the Board of Trustees has adopted market-timing policies and has approved the procedures of the principal underwriter for implementing
those policies. Pursuant to such policies, the exchange privilege can be withdrawn from any investor that is believed to be “timing
the market” or is otherwise making exchanges judged to be excessive. In furtherance of these policies, under certain circumstances,
the Fund reserves the right to reject any exchange or purchase order; change, suspend or revoke the exchange privilege.
The Manager applies the Fund’s
policies and procedures with respect to market-timing activities by monitoring trading activity in the Fund, identifying excessive trading
patterns, and warning or prohibiting shareholders who trade excessively from making further purchases or exchanges of Fund shares. These
policies and procedures are applied consistently to all shareholders. Although the Fund makes efforts to monitor for market-timing activities,
the ability of the Fund to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement
plan accounts and other approved financial intermediaries may be limited in those instances in which the financial intermediary maintains
the underlying shareholder accounts. Accordingly, there can be no assurance that the Fund will be able to eliminate all market-timing
activities.
Because the Fund is offered to different
insurance companies, and for different types of variable contracts—annuities
and life insurance—and
to qualified plans, groups with different interests will share the Fund. Due to differences of tax treatment and other
considerations among these shareholders, it is possible (although not likely) that the interests of the shareholders might sometimes be
in conflict. For these reasons, the Board of Trustees of the Fund watch for the existence of any material irreconcilable conflicts and
will determine what action, if any, should be taken in the event of a conflict. If there is a conflict, it is
possible that
to resolve it, one or more insurance company separate accounts or qualified plans might be compelled to withdraw its investment in the
Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share.
The Fund is generally open for business
every day the Exchange is open. The Exchange is generally closed on all national holidays and Good Friday; Fund shares will not be priced
on those days or other days on which the Exchange is scheduled to be closed. When the Exchange is closed for unusual reasons, Fund shares
will generally not be priced although the Fund may decide to remain open and price Fund shares and in such a case, the Fund would post
a notice on www.nb.com.
The Fund normally calculates its
share price on each day the Exchange is open once daily as of 4:00 P.M., Eastern time. In the event of an emergency or other disruption
in trading on the Exchange, the Fund’s share price would still normally be determined as of 4:00 P.M., Eastern time. In general,
every buy or sell order you place will go through at the next share price calculated after your order has been received in proper form;
check with your insurance company or qualified plan administrator to find out by what time your order must be received so that it can
be processed the same day. Depending on when your insurance company or qualified plan administrator accepts orders, it is possible that
the Fund's share price could change on days when Fund shares cannot be bought or sold.
Because foreign markets may be open
on days when U.S. markets are closed, the value of foreign securities owned by the Fund could change on days when Fund shares cannot be
bought or sold. Remember, though, any purchase or sale takes place at the next share price calculated after you send your order to your
insurance company or qualified plan administrator and it is received in proper form.
The
net asset value per share of each class of the Fund is the total value of Fund assets attributable to shares of that class minus the liabilities
attributable to that class, divided by the total number of shares outstanding for that class. Because the value of the Fund's portfolio
securities changes every business day, its share price usually changes as well.
The
Fund generally values its investments based upon their last reported sale prices, market quotations, or estimates of value provided by
an independent pricing service as of the time as of which the Fund’s share price is calculated. Equity securities (including securities
issued by ETFs) and exchange-traded derivative instruments held by the Fund generally are valued by one or more independent pricing services
approved by the Manager at the last reported sale price or official closing price or, if there is no reported sale quoted on a principal
exchange or market for that security or official closing price, on the basis of market quotations. Debt securities and certain derivative
instruments that do not trade on an exchange held by the Fund generally are valued by one or more independent pricing services approved
by the Manager on the basis of market quotations and in the case of derivatives, market data about the underlying investments. Short-term
securities held by the Fund may be valued on the basis of amortized cost, unless other factors indicate that amortized cost is not an
accurate estimate of the security’s value.
Investments
in non-exchange traded investment companies are valued using the respective fund’s daily calculated net asset value per share.
The prospectuses for these funds explain the circumstances under which the funds will use fair value pricing and the effects of using
fair value pricing.
If
a valuation for a security is not available from an independent pricing service or if the Manager believes in good faith that the valuation
does not reflect the amount a Fund would receive on a current sale of that security, the Fund seeks to obtain quotations from brokers
or dealers. If such quotations are not readily available, the Fund may use a fair value estimate made according to methods approved by
the Manager. Pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended, the Board of Trustees designated the Manager
as the Fund’s valuation designee. As the Fund’s valuation designee, the Manager is responsible for determining fair value
in good faith for any and all Fund investments. The Fund may also use these methods to value certain types of illiquid securities. Fair
value pricing generally will be used if the market in which a portfolio security trades closes early or if trading in a particular security
was halted during the day and did not resume prior to the time as of which a Fund’s share price is calculated.
The
Fund may also fair value securities that trade in a foreign market if significant events that appear likely to affect the value of those
securities occur between the time the foreign market closes and the time as of which the Fund’s share price is calculated. Significant
events may include (1) corporate actions or announcements that affect a single
issuer,
(2) governmental actions that affect securities in one sector, country or region, (3) natural disasters or armed conflicts that affect
a country or region, or (4) significant domestic or foreign market fluctuations.
For
certain foreign assets, after the relevant foreign markets have closed, a third-party vendor supplies evaluated, systematic fair value
pricing based upon analysis of historical correlation of multiple factors. In the case of both foreign equity and foreign income securities,
in the absence of precise information about the market values of these foreign securities as of the time as of which a Fund’s share
price is calculated, the Manager has determined on the basis of available data that prices adjusted or evaluated in this way are likely
to be closer to the prices a Fund could realize on a current sale than are the prices of those securities established at the close of
the foreign markets in which the securities primarily trade. Please see the Funds’ Statement of Additional Information for additional
detail about the Funds’ fair valuation practices.
The
effect of using fair value pricing is that a portfolio security will be priced based on the subjective judgment of the Manager, operating
under procedures approved by the Manager, instead of being priced using valuations from an independent pricing service. Fair value pricing
can help to protect the Fund by reducing arbitrage opportunities available to short-term traders, but there is no assurance that fair
value pricing will completely prevent dilution of the Fund’s net asset value by such traders.
Trading
in securities on many foreign exchanges is normally completed before the Fund calculates its net asset value. In addition, foreign markets
may be open on days when U.S. markets are closed. As a result, the value of foreign securities owned by the Fund could change at times
or on days when the Fund’s net asset value is not calculated, when Fund shares do not trade, and when sales and redemptions of
Fund shares do not occur.
While the Manager may serve as the
adviser or sub-adviser of other funds that have similar names, goals, and strategies as the Fund, there may be certain differences between
the Fund and these other funds in matters such as size, cash flow patterns and tax matters, among others. As a result, there could also
be differences in performance.
The Fund uses a “multiple
class” structure. The Fund offers Class I and Class S shares that have identical investment programs, but may have different fee
waivers and different arrangements for distribution and shareholder servicing and, consequently, different expenses. Shares of a class
to which a fee waiver applies may not be available to all investors in the Fund. Rather, they will be made available to investors meeting
eligibility criteria outlined in the prospectuses for such share classes. This prospectus relates only to Class S shares of the Fund.
Distributions.
The Fund pays out to shareholders of record any net income and net realized capital gains. Ordinarily, the Fund makes distributions once
a year, in October. All dividends and other distributions received by shareholders of record are automatically reinvested in Fund shares.
How distributions
and transactions are taxed. Dividends and other distributions
made by the Fund, as well as transactions in Fund shares, generally are not taxable, except to the extent described in your qualified
plan documentation or variable contract prospectus. Please consult such documents for more information.
Other tax-related
considerations. The Fund intends to continue to qualify
for treatment as a “regulated investment company” for federal tax purposes (“RIC”) by satisfying the requirements
under Subchapter M of Chapter 1 of Subtitle A (“Subchapter M”) of the Internal Revenue Code of 1986, as amended (“Code”).
As a RIC, the Fund is not subject to federal income tax on its ordinary income and net realized capital gains that it distributes to its
shareholders. It is the Fund’s intention to distribute all such income and gains for each taxable year.
Because the Fund is offered to, among
others, insurance company separate accounts (each, a “Separate Account”) to fund variable contracts, it must meet special
diversification standards beyond those that apply to RICs in general under Subchapter M. That is so because Section 817(h) of the Code
and the regulations thereunder require that a Separate Account be “adequately diversified” (see the next paragraph for certain
rules regarding that term) in order for the tax deferral for variable contracts based thereon to apply. In determining whether a Separate
Account is so diversified, the Separate Account may “look-through” a RIC that satisfies certain criteria–which
the Fund has done for each past taxable year and intends to continue to do–and treat the RIC’s assets as its
own. If the Fund’s assets failed to meet those diversification standards, you could be subject to adverse tax consequences–for
example, distributions of the net income earned and net
gains realized by the Fund to the Separate Accounts that are invested in
the Fund (“Fund
Accounts”) would generate a current tax liability for you instead of the tax deferral mentioned above. Accordingly, the Fund intends
to continue to comply with the diversification requirements of Section 817(h) and the regulations so that owners of the variable contracts
based on the Fund Accounts will not be subject to federal tax on distributions from the Fund to those Accounts.
Under the relevant regulations, a
Separate Account is deemed to be adequately diversified if (1) no more than 55% of the value of the account’s total assets is represented
by any one investment, (2) no more than 70% of that value is represented by any two investments, (3) no more than 80% of that value is
represented by any three investments, and (4) no more than 90% of that value is represented by any four investments. Section 817(h) and
those regulations also provide, as a safe harbor, that a Separate Account will be treated as being adequately diversified if the diversification
requirements under Subchapter M are satisfied and no more than 55% of the value of its total assets is represented by cash and cash items,
government securities, and securities of other RICs. For purposes of those regulations, all securities of the same issuer are treated
as a single investment, but each U.S. government agency or instrumentality is treated as a separate issuer. It is possible that complying
with these requirements may at times call for decisions that could reduce investment performance.
The foregoing is only a summary of
some of the important federal income tax considerations generally affecting the Fund and you. Please refer to the Statement of Additional
Information for more information about the taxation of the Fund. You should refer to the prospectus for your variable contract or your
qualified plan documentation, or consult with your tax adviser, for information regarding taxes applicable to your variable contract or
qualified plan, as applicable.
Insurance
and Qualified Plan Expenses
The
fees and policies outlined in this prospectus are set by the Fund and by the Distributor. The fee information here does not include the
fees and expenses charged by your insurance company under your variable contract or by your qualified plan; for those fees and expenses,
you will need to see the prospectus for your variable contract or your qualified plan documentation.
Distribution
and Shareholder Servicing
Class
S shares of the Fund have adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 that provides for payment to
the Distributor of a fee at an annual rate of 0.25% of the Class’ average net assets to compensate financial intermediaries for
providing distribution related services to the Fund and/or administrative or shareholder services to Fund shareholders. The Distributor
may also retain part of this fee as compensation for providing these services. These fees increase the cost of investment. Because these
fees are paid out of the Fund’s assets on an ongoing basis, over the long term they could result in higher overall costs than other
types of sales charges.
Additional
Payments to Financial Intermediaries
The
Distributor and/or its affiliates pay additional compensation, out of their own resources and not as an expense of the Fund, to affiliates,
insurance companies and their affiliates, qualified plan administrators and their affiliates, and other financial intermediaries in connection
with the sale, distribution, retention and/or servicing of Fund shares. The amount of these payments may be substantial and may differ
among financial intermediaries based on, for example, the level or type of services provided by a financial intermediary. These payments
are in addition to any fees paid to compensate financial intermediaries for providing distribution related services to the Fund and/or
administrative or shareholder services to Fund shareholders. These arrangements are separately negotiated between the Distributor and/or
its affiliates, and the recipients of these payments and/or their affiliates. If your financial intermediary receives such payments, these
payments may compensate the financial intermediary for providing services to you as a variable contract owner or qualified plan participant,
and may also provide an incentive for the financial intermediary to make the Fund’s shares available to you, or recommend the Fund
to you, as a current or prospective variable contract owner or qualified plan participant, and therefore promote distribution of the Fund’s
shares. Please speak with your insurance company, qualified plan administrator or other financial intermediary to learn more about any
payments it receives from the Distributor and/or its affiliates, as well as fees and/or commissions the financial intermediary charges.
You should also consult disclosures made by your financial intermediary at the time of purchase. Any such payments by the Distributor
or its affiliates will not change the net asset value or the price of the Fund’s shares. For more information, please see the Fund’s
Statement of Additional Information.
Portfolio Holdings
Policy
A description of the Fund’s
policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement
of Additional Information.
The complete portfolio holdings for
the Fund are available at www.nb.com/holdings (click on the tab with the name of the relevant Fund). The complete portfolio holdings for
the Fund are generally posted 15-30 days after each month-end.
The Fund’s complete portfolio
holdings will remain available at this website until the subsequent month-end holdings have been posted. Complete portfolio holdings for
the Fund will also be available in reports on Form N-PORT and Form N-CSR filed with the SEC. Historical portfolio holdings are available
upon request.
Generally, no earlier than five business
days after month-end, the Fund may publicly disclose via various shareholder and public communications, such as portfolio manager commentaries,
fact sheets or other marketing materials, which will be publicly available at www.nb.com, certain portfolio characteristics and partial
information concerning portfolio holdings for the month as of month-end, including but not limited to: up to the top 10 holdings of the
Fund (if the Fund engages in short selling, it may also disclose up to the top 10 short positions); up to the top 10 holdings that contributed
to and/or detracted from performance or were the best and/or worst performers; sector breakdowns or changes to portfolio composition (e.g.,
buys and sells). This information will typically remain available at this website until information for the subsequent month has been
posted; however, to comply with Rule 30e-3 under the Investment Company Act of 1940, as amended, quarter-end information may be retained
on this website for the Fund’s previous fiscal year. The Fund may also post intra-month updates to holdings and certain portfolio
characteristics to www.nb.com. Any such intra-month update would be in addition to and not in lieu of the holdings disclosure policies
described above.
NEUBERGER
BERMAN ADVISERS MANAGEMENT TRUST
Mid Cap Growth Portfolio
(Class S) Shares
If you would like further details
on this Fund you can request a free copy of the following documents:
Shareholder Reports
and Form N-CSR. Additional information about the Fund’s
investments is available in the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR. In the Fund’s annual
report, you will find the Fund’s performance data and a discussion by the Portfolio Managers about strategies and market conditions
that significantly affected the Fund’s performance during the last fiscal year. In Form N-CSR, you will find the Fund’s
annual and semi-annual financial statements.
Statement of Additional
Information (SAI). The SAI contains more comprehensive
information on the Fund, including: various types of securities and practices, and their risks, investment limitations and additional
policies and information about the Fund’s management and business structure. The SAI is hereby incorporated by reference into this
prospectus, making it legally part of the prospectus.
Investment Manager: Neuberger
Berman Investment Advisers LLC
You can obtain a shareholder report,
SAI, and other information such as financial statements from your financial intermediary, or from:
Neuberger Berman
Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104
800-877-9700
212-476-8800
Website: www.nb.com
Reports and other
information about the Fund are available on the EDGAR Database on the SEC’s website at http://www.sec.gov, and copies of this information
may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].
The Fund’s
current net asset value per share is made available at: http://www.nb.com/amtportfolios/performance.
The
“Neuberger Berman” and “Neuberger”
names and logos and “Neuberger Berman Investment Advisers
LLC” are registered service marks of Neuberger Berman Group LLC. The individual Fund name in this prospectus is either a service
mark or a registered service mark of Neuberger Berman Investment Advisers LLC. ©2026 Neuberger Berman BD LLC, distributor. All rights
reserved.
SEC
File Number: 811-4255
C0423 05/26
Neuberger
Berman Advisers Management Trust
Mid
Cap Intrinsic Value Portfolio—Class
I Shares |
Prospectus
May 1, 2026
These securities, like the securities
of all mutual funds, have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange
Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
Contents
Neuberger
Berman Advisers Management Trust
The Fund is offered to certain life
insurance companies to serve as an investment vehicle for premiums paid under their variable annuity and variable life insurance contracts
(each, a “variable contract”) and to certain qualified pension and other retirement plans (each, a “qualified plan”).
Fund
Summary
Mid Cap Intrinsic Value Portfolio
The Fund seeks growth of capital.
These tables describe the fees and
expenses that you may pay if you buy, hold or sell shares of the Fund. These tables do not reflect any fees and expenses charged by your
insurance company under your variable contract or by your qualified plan. If the tables did reflect such fees and expenses, the overall
expenses would be higher than those shown. Please refer to the prospectus for your variable contract or your qualified plan documentation
for information on their separate fees and expenses.
Shareholder
Fees (fees paid directly
from your investment) |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a % of the value of your investment) |
|
|
|
|
Distribution
and/or shareholder service (12b-1) fees |
|
|
|
|
Total
annual operating expenses |
|
Fee
waivers and/or expense reimbursement |
|
Total
annual operating expenses after fee waivers and/or expense reimbursement1
|
|
The expense example can help you
compare costs among mutual funds. The example assumes that you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return each year, and that the Fund’s expenses were those
in the table. Actual performance and expenses may be higher or lower.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs. These costs, which are not reflected in annual operating expenses or in the example, affect the
Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 19%
of the average value of its portfolio.
Principal
Investment Strategies
To pursue its goal, the Fund normally
invests at least 80% of its net assets in equity securities of mid-capitalization companies, which it defines as those with a total market
capitalization within the market capitalization range of the Russell Midcap® Value Index at the time of purchase.
The Fund’s strategy consists
of using a bottom-up, fundamental research driven approach to identify stocks of companies that are trading below the Portfolio Managers’
estimate of their intrinsic value and that they believe have the potential for appreciation over time. The Portfolio Managers’
estimate of a company’s intrinsic value represents their view of the company’s true, long-term economic worth, the market’s
view of which may be currently distorted by market inefficiencies. The intrinsic value estimate
2
Mid Cap Intrinsic Value Portfolio (Class I)
represents what
the Portfolio Managers believe a company could be worth if it is acquired, if its profitability returns to its long-term average level,
or if its valuation moves in line with those companies that the Portfolio Managers see as its publicly traded peers.
The Portfolio Managers believe that
while markets are often efficient, valuations of certain types of companies are often distorted by market inefficiencies, which can lead
to attractive investment opportunities. The Portfolio Managers attempt to exploit recurring market inefficiencies among the following
types of companies as the Portfolio Managers believe these types of companies are often misunderstood and mispriced by investors.
■
Complex
Companies: These companies typically have multiple lines
of business that are in different industries or sectors and/or that have different growth rates and profitability characteristics.
■
Cyclical
Companies: These companies typically have ebbs and flows
in their business depending on demand patterns for their products, the length of product cycles, or other transient factors.
■
Companies
in a Period of Interrupted Growth: Typically, these are
companies in attractive, high growth markets that have suffered what the Portfolio Managers believe is a temporary setback and/or are
in transition to a more mature, lower growth business model that focuses more on current earnings than on rapid growth.
In seeking to identify potential
investment opportunities, the Portfolio Managers perform an initial screening to identify those companies that have stock prices that
are trailing the performance of the overall market and that they believe are attractive relative to current cash flows. Next, the Portfolio
Managers establish an estimate of a company’s intrinsic value. The Portfolio Managers will invest in a company based on its discount
to their estimate of intrinsic value and their belief in its potential for appreciation over time. In addition, the Portfolio Managers
may invest in anticipation of a catalyst that can be expected to close the value/price gap, such as a merger, restructuring, liquidation,
spin-off, major management change, share repurchase, or capital reallocation. The Portfolio Managers will typically visit a company and
interview its management team to help understand management’s incentives (such as equity ownership in the company and compensation
plans), the merits of its strategic plan, and other factors that have the potential to increase the value of the company’s stock.
The Portfolio Managers establish
an intrinsic value for a company’s stock when it is purchased and then continues to evaluate the company’s stock price versus
their estimate of its intrinsic value to determine whether to maintain, add to, reduce or eliminate the position. The Portfolio Managers
typically reduce or eliminate a position in a company’s stock if the stock’s price appreciates and the company’s
discount to their estimate of its intrinsic value narrows. The Portfolio Managers’ decision to reduce or eliminate a position in
a particular stock may also be driven by their belief that another company’s stock has a wider discount to their estimate of its
intrinsic value. Changes in a company’s management or corporate strategy, or the failure of a company to perform as expected, may
also cause the Portfolio Managers to reduce or eliminate a position in that company’s stock.
Although the Fund invests primarily
in domestic stocks, it may also invest in stocks of foreign companies. The Fund may also invest in real estate investment trusts (“REITs”).
The Fund may invest in restricted
securities, including private placements, which are securities that are subject to legal restrictions on their sale and may not be sold
to the public unless registered under the applicable securities law or pursuant to an applicable exemption.
The Fund seeks to reduce risk by
diversifying among many companies, sectors and industries. At times, the Portfolio Managers may emphasize certain sectors or industries
that they believe may benefit from market or economic trends.
The Fund will not change its strategy
of normally investing at least 80% of its net assets in equity securities of mid-capitalization companies, without providing shareholders
at least 60 days’ notice. This test is applied at the time the Fund invests; later percentage changes caused by a change in Fund
assets, market values or company circumstances will not require the Fund to dispose of a holding.
PRINCIPAL
INVESTMENT RISKS
Most of the Fund’s performance
depends on what happens in the stock market, the Portfolio Managers' evaluation of those developments, and the success of the Portfolio
Managers in implementing the Fund's investment strategies. The market's behavior can be difficult to predict, particularly in the short
term. There can be no guarantee that the Fund will achieve its goal. The Fund may take temporary defensive and cash management positions;
to the extent it does, it will not be pursuing its principal investment strategies.
The actual risk exposure taken by
the Fund in its investment program will vary over time, depending on various factors including the Portfolio Managers' evaluation of issuer,
political, regulatory, market, or economic developments. There can be no guarantee
3
Mid Cap Intrinsic Value Portfolio (Class I)
that the Portfolio
Managers will be successful in their attempts to manage the risk exposure of the Fund or will appropriately evaluate or weigh the multiple
factors involved in investment decisions, including issuer, market and/or instrument-specific analysis and valuation.
The
Fund is a mutual fund, not a bank deposit, and is not guaranteed or insured by the Federal Deposit Insurance Corporation or any other
government agency. The value of your investment
may fall, sometimes sharply, and you could lose money by investing in the Fund.
Each of the following risks, which
are described in alphabetical order and not in order of any presumed importance, can significantly affect the Fund’s performance.
The relative importance of, or potential exposure as a result of, each of these risks will vary based on market and other investment-specific
considerations.
Catalyst Risk.
Investing in companies in anticipation of a catalyst carries the risk that the catalyst may not happen as anticipated, or the market may
react to the catalyst differently than expected.
Currency Risk.
Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar. To the extent that the Fund invests
in securities or other instruments denominated in or indexed to foreign currencies, changes in currency exchange rates could adversely
impact investment gains or add to investment losses. Currency exchange rates may fluctuate significantly over short periods of time and
can be affected unpredictably by various factors, including investor perception and changes in interest rates; intervention, or failure
to intervene, by U.S. or foreign governments, central banks, or supranational entities; or by currency controls or political or regulatory
developments in the U.S. or abroad.
Foreign Risk.
Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure to
less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other protectionist
trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries, organizations,
companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations in foreign
currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement,
custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. As a result, foreign securities may fluctuate more widely in price,
and may also be less liquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar
fashion to important economic or political developments. In addition, foreign markets may perform differently than the U.S. market. The
effect of economic instability on specific foreign markets or issuers may be difficult to predict or evaluate. Regardless of where a company
is organized or its stock is traded, its performance may be affected significantly by events in regions from which it derives its profits
or in which it conducts significant operations.
Securities of issuers traded on foreign
exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities. Trading suspensions may
be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may be applied broadly by
exchanges or governmental authorities in response to market events. In the event that the Fund holds material positions in such suspended
securities or instruments, the Fund’s ability to liquidate its positions or provide liquidity to investors may be compromised and
the Fund could incur significant losses.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole.
Liquidity Risk.
From time to time, the trading market for a particular investment in which the Fund invests, or a particular type of instrument in which
the Fund is invested, may become less liquid or even illiquid. Illiquid investments frequently can be more difficult to purchase or sell
at an advantageous price or time, and there is a greater risk that the investments may not be sold for the price at which the Fund is
carrying them. Certain investments that were liquid when the Fund purchased them may become illiquid, sometimes abruptly. Additionally,
market closures due to holidays or other factors may render a security or group of securities (e.g., securities tied to a particular country
or geographic region) illiquid for a period of time. An inability to sell a portfolio position can adversely affect the Fund’s
value or prevent the Fund from being able to take advantage of other investment opportunities. Market prices for such securities or other
investments may be volatile. During periods of substantial market volatility, an investment or even an entire market segment may become
illiquid, sometimes abruptly, which can adversely affect the Fund’s ability to limit losses.
Unexpected episodes of illiquidity,
including due to market or political factors, instrument or issuer-specific factors and/or unanticipated outflows or other factors, may
limit the Fund’s ability to pay redemption proceeds within the allowable time period. To meet redemption requests during periods
of illiquidity, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.
4
Mid Cap Intrinsic Value Portfolio (Class I)
Market
Volatility Risk. Markets may be volatile and values of
individual securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer,
political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning
these developments, and adverse investor sentiment or publicity. Geopolitical and other risks, including environmental and public health
risks may add to instability in world economies and markets generally. Changes in value may be temporary or may last for extended periods.
If the Fund sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance.
Mid-Cap Companies
Risk. At times, mid-cap companies may be out of favor with
investors. Compared to larger companies, mid-cap companies may depend on a more limited management group, may have a shorter history of
operations, less publicly available information, less stable earnings, and limited product lines, markets or financial resources. The
securities of mid-cap companies are often more volatile, which at times can be rapid and unpredictable, and less liquid than the securities
of larger companies and may be more affected than other types of securities by the underperformance of a sector, during market downturns,
by adverse publicity and investor perceptions, by interest rate changes and by government regulation.
Private Placements
and Other Restricted Securities Risk. Private placements
and other restricted securities, including securities for which Fund management has material non-public information, are securities that
are subject to legal and/or contractual restrictions on their sales. These securities may not be sold to the public unless certain conditions
are met, which may include registration under the applicable securities laws. As a result of the absence of a public trading market, the
prices of these securities may be more difficult to determine than publicly traded securities and these securities may involve heightened
risk as compared to investments in securities of publicly traded companies. Private placements and other restricted securities may be
illiquid, and it frequently can be difficult to sell them at a time when it may otherwise be desirable to do so or the Fund may be able
to sell them only at prices that are less than what the Fund regards as their fair market value. Transaction costs may be higher for these
securities. In addition, the Fund may get only limited information about the issuer of a private placement or other restricted security.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the
interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies and markets in ways that
cannot be foreseen at this time.
Some countries, including the U.S.,
have adopted more protectionist trade policies, which is a trend that appears to be continuing globally. Slowing global economic growth,
the rise in protectionist trade policies, inflationary pressures, changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions, including the U.S. and other foreign nations, political
or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment,
commodity prices and currency values could affect the economies
and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on the U.S. dollar, may change foreign demand for U.S. assets
in ways that cannot be foreseen, which could have a negative impact on certain issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic
slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market volatility or reduce liquidity
in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular
issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets. Any of these could cause an increase
in market volatility, reduce liquidity across various markets or decrease confidence in the markets.
Regulators in the U.S. have adopted
a number of changes to regulations involving the markets and issuers, some of which apply to the Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit the Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the Fund.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the
5
Mid Cap Intrinsic Value Portfolio (Class I)
profitability
and growth of certain issuers and industries may be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of the Fund and its investments or operations could
be negatively impacted.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
Global climate change can have potential
effects on property and security values. Certain issuers, industries and regions may be adversely affected by the impact of climate change
in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate change, including
any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries and regions.
Redemption Risk.
The Fund may experience periods of large or frequent redemptions that could cause the Fund to sell assets at inopportune times, which
could have a negative impact on the Fund’s overall liquidity, or at a loss or depressed value. Redemption risk is greater to the
extent that one or more investors or intermediaries control a large percentage of investments in the Fund and the risk is heightened during
periods of declining or illiquid markets. Large redemptions could hurt the Fund’s performance, increase transaction costs, and
create adverse tax consequences.
REITs and Other
Real Estate Companies Risk. REITs and other real estate
company securities are subject to risks similar to those of direct investments in real estate and the real estate industry in general,
including, among other risks: general and local economic conditions; changes in interest rates; declines in property values; defaults
by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of
the real estate market; fluctuations in rental income; lack of availability of mortgage funds or financing; extended vacancies of properties,
especially during economic downturns; changes in tax and regulatory requirements; losses due to environmental liabilities; casualty or
condemnation losses; changing social trends regarding working arrangements; or other economic, social, political, or regulatory matters
affecting the real estate industry. REITs also are dependent upon the skills and creditworthiness of their managers, subject to heavy
cash flow dependency or self-liquidation and generally not diversified.
Regardless of where a REIT is organized
or traded, its performance may be affected significantly by events in the region where its properties are located. Domestic REITs could
be adversely affected by failure to qualify for tax-free “pass-through” of distributed net investment income and net realized
gains under the Internal Revenue Code of 1986, as amended, (“Code”) or to maintain their exemption from registration under
the Investment Company Act of 1940, as amended. The value of REIT common shares may decline when interest rates rise. REITs and other
real estate company securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap
securities.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in particular sectors, its performance will be especially sensitive to developments that significantly
affect those sectors. Individual sectors or sub-sectors may be more volatile, and may perform differently, than the broader market. The
industries that constitute a sector may all react in the same way to economic, political or regulatory events.
Value Stock Risk.
Value stocks are those stocks whose stock prices, whether based on earnings, book value, or other financial measures, do not reflect their
full economic opportunities. Value stocks may remain undervalued for extended periods of time, may decrease in value during a given period,
may not ever realize what the portfolio management team believes to be their full value or intrinsic value, or the portfolio management
team’s assumptions about intrinsic value or potential for appreciation may be incorrect. This may happen, among other reasons,
because of a failure to anticipate which stocks or industries would benefit from changing market or economic conditions or investor preferences.
6
Mid Cap Intrinsic Value Portfolio (Class I)
A
summary of the Fund’s additional principal investment risks is as follows:
Risk of Increase
in Expenses. A decline in the Fund’s average net
assets during the current fiscal year due to market volatility or other factors could cause the Fund’s expenses for the current
fiscal year to be higher than the expense information presented in “Fees and Expenses.”
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents
can result from deliberate attacks or unintentional events. It is not possible for the Manager or the other Fund service providers to
identify all of the cybersecurity or other operational risks that may affect the Fund or to develop processes and controls to completely
eliminate or mitigate their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data
storage and operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology’s effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and social disruptions. The unpredictable nature of AI’s
impact on market dynamics complicates traditional risk assessment models, making it challenging to identify risks and opportunities using
historical data. Legal and regulatory frameworks governing AI’s use, particularly concerning data privacy and protection, are evolving
rapidly. These changes could materially alter how AI is used, which may negatively impact the Fund.
Risk Management.
Risk is an essential part of investing. No risk management program can eliminate the Fund’s exposure to adverse events; at best,
it may only reduce the possibility that the Fund will be affected by such events, and especially those risks that are not intrinsic to
the Fund’s investment program. The Fund could experience losses if judgments about risk prove to be incorrect.
Valuation Risk.
The Fund may not be able to sell an investment at the price
at which the Fund has valued the investment. Such differences could be significant, particularly for illiquid securities and securities
that trade in relatively thin markets and/or markets that experience extreme volatility. If market or other conditions make it difficult
to value an investment, the Fund may be required to value such investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that is different from an investment’s most recent price
and from the prices used by other funds to calculate their NAVs. The Fund uses pricing services to provide values for certain securities
and there is no assurance that the Fund will be able to sell an investment at the price established by such pricing services. The Fund’s
ability to value its investments in an accurate and timely manner may be impacted by technological issues and/or errors by third party
service providers, such as pricing services or accounting agents.
The following bar chart and table
provide an indication of the risks of investing in the Fund. The
bar chart shows how the Fund’s performance has varied from year to year. The
table below the bar chart shows what the returns would equal if you averaged out actual performance over various lengths of time and compares
the returns with the returns of a broad based market index and additional indices. The broad-based market
index is required by regulation. The additional index or indices have characteristics relevant to the Fund’s investment strategy.
The indices are described in “Descriptions of Indices” in the prospectus. The
7
Mid Cap Intrinsic Value Portfolio (Class I)
performance information
does not reflect variable contract or qualified plan fees and expenses. If such fees and expenses were reflected, returns would be less
than those shown. Please refer to the prospectus for your variable contract or your qualified plan documentation for information on their
separate fees and expenses.
Returns would have been lower if
Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of the investment management fees
during certain of the periods shown.
Past
performance is not a prediction of future results. Visit www.nb.com
or call 800-877-9700 for updated performance information.
year-by-year
% Returns as of 12/31 each year
average
annual total % returns as of 12/31/25
Mid
Cap Intrinsic Value Portfolio |
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Russell
3000®
Index (reflects no deduction for fees, expenses or taxes)
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Russell
Midcap®
Value Index (reflects no deduction for fees, expenses or taxes) |
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Russell
Midcap®
Index (reflects no deduction for fees, expenses or taxes) |
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Neuberger Berman Investment Advisers
LLC (“Manager”) is the Fund’s investment manager.
The Fund is co-managed by Benjamin
H. Nahum (Managing Director of the Manager), James F. McAree (Managing Director of the Manager), Amit Solomon (Managing Director of the
Manager), Rand W. Gesing (Senior Vice President of the Manager),
Scott A. Hoina (Senior Vice President of the Manager)
and
Kenney Oh
(Managing Director of the Manager).
Messrs. Nahum, McAree, Solomon and Gesing have managed
the Fund since May 2021. Mr. Hoina has managed the Fund since May 2024. Mr. Oh has managed the Fund since December 2025.
Buying
and Selling Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to the Fund.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share. When shares are bought or sold, the share price will be the
next share price calculated after the order has been received in proper form. Shares of the Fund may be purchased or redeemed (sold) on
any day the New York Stock Exchange is open.
8
Mid Cap Intrinsic Value Portfolio (Class I)
Tax
Information
Distributions made by the Fund to
an insurance company separate account or a qualified plan, and exchanges and redemptions of Fund shares made by a separate account or
qualified plan, ordinarily do not cause the contract holder or plan participant to recognize income or gain for federal income tax purposes.
Please see your variable contract prospectus or the governing documents of your qualified plan for information regarding the federal income
tax treatment of the distributions to the applicable separate account or qualified plan and the holders of the contracts or plan participants,
respectively.
Payments
to Financial Intermediaries
Neuberger Berman BD LLC and/or its
affiliates may pay insurance companies or their affiliates, qualified plan administrators, broker-dealers or other financial intermediaries,
for services to current and prospective variable contract owners and qualified plan participants who choose the Fund as an investment
option. These payments may create a conflict of interest by influencing the financial intermediary and its employees to recommend the
Fund over another investment or make the Fund available to their current or prospective variable contract owners and qualified plan participants.
Ask your financial intermediary or visit its website for more information.
9
Mid Cap Intrinsic Value Portfolio (Class I)
Descriptions of
Certain Practices and Security Types
Foreign Stocks.
There are many promising opportunities for investment outside the United States. Foreign markets can respond to different factors and
therefore may follow cycles that are different from each other. For this reason, many investors put a portion of their portfolios in foreign
investments as a way of gaining further diversification.
REITs.
A REIT is a pooled investment vehicle that invests primarily in income-producing real estate or real estate related loans or interests.
A domestic REIT is not taxed on net income and net realized gains that are distributed to its shareholders, provided it complies with
certain requirements of the Internal Revenue Code of 1986, as amended (“Code”), and similar treatment may also apply to
foreign REITs under the laws in which they are formed. REITs are generally classified as equity REITs or mortgage REITs. Equity REITs
invest the majority of their assets directly in real property, derive their income primarily from rents and can also realize capital gains
by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and
derive their income primarily from interest payments.
Value Investing.
At any given time, there are companies whose stock prices, whether based on earnings, book value, or other financial measures, do not
reflect their full economic opportunities. This happens when investors under-appreciate the business potential of these companies, or
are distracted by transient or non-fundamental issues. The value investor examines these companies, searching for those that may rise
in price when other investors realize their worth.
Additional Information about Principal
Investment Risks
This section provides additional
information about the Fund’s principal investment risks described in the Fund Summary section. The following risks are described
in alphabetical order and not in order of any presumed importance or potential exposure.
Catalyst Risk.
Investing in companies in anticipation of a catalyst carries the risk that the catalyst may not happen as anticipated, possibly due to
the actions of other market participants, or may happen in modified or conditional form, or the market may react to the catalyst differently
than expected. Furthermore, a catalyst, such as a pending restructuring or spin-off, may be renegotiated or terminated or involve a longer
time frame than originally contemplated. These investments may be highly speculative and an incorrect assessment of the risk associated
with such an investment could result in significant losses to the Fund.
Currency Risk.
Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar. To the extent that the Fund invests
in securities or other instruments denominated in or indexed to foreign currencies, changes in currency exchange rates could adversely
impact investment gains or add to investment losses. Domestic issuers that hold substantial foreign assets may be similarly affected.
Currency exchange rates may fluctuate in response to factors external to a country’s economy, which makes the forecasting of currency
market movements extremely difficult. Currency exchange rates may fluctuate significantly over short periods of time and can be affected
unpredictably by various factors, including investor perception of a country’s economy and changes in interest rates; intervention,
or failure to intervene, by U.S. or foreign governments, central banks, or supranational entities, such as the International Monetary
Fund; or by currency controls or political or regulatory developments in the U.S. or abroad. Currency markets may be less regulated than
securities markets, may be riskier than other types of investments, and may increase the volatility of the Fund. To the extent the Fund
invests or hedges based on the perceived relationship between two currencies, there is a risk that the correlation between those currencies
may not behave as anticipated.
Foreign Risk.
Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure to
less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other protectionist
trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries, organizations,
companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations in foreign
currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement,
custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. The Fund may have limited or no legal recourse in the event of default
with respect to certain foreign securities. In addition, key information about the issuer, the markets or the local government or economy
may be unavailable, incomplete, or inaccurate. As a result, foreign securities may fluctuate more widely in price, and may also be less
liquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar fashion to important
economic or political developments. In addition, securities issued by U.S. entities with substantial foreign operations may involve risks
relating to political, economic, or regulatory conditions in foreign countries, as well as currency exchange rates. Regardless of where
a company is organized or its stock is traded, its performance may be affected significantly by events in regions from which it derives
its profits or in which it conducts significant operations.
Securities of
issuers traded on foreign exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities.
Trading suspensions may be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may
be applied broadly by exchanges or governmental authorities in response to market events. Suspensions may last for significant periods
of time, during which trading in the securities and in instruments that reference the securities, such as derivative instruments, may
be halted. In the event that the Fund holds material positions in such suspended securities or instruments, the Fund’s ability
to liquidate its positions or provide liquidity to investors may be compromised and the Fund could incur significant losses.
In addition, foreign markets may
perform differently than the U.S. market. Over a given period of time, foreign securities may underperform U.S. securities—sometimes
for years. The Fund could also underperform if it invests in countries or regions whose economic
performance falls short. To the extent that the Fund invests a portion of its assets in one country, state, region or currency, an adverse
economic, business or political development may affect the value of the Fund’s investments more than if its investments were not
so invested.
The effect of economic instability
on specific foreign markets or issuers may be difficult to predict or evaluate. Some national economies continue to show profound instability,
which may in turn affect their international trading and financial partners or other members of their currency bloc.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole. The value of an issuer’s securities may deteriorate because of a variety of
factors, including disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation
against the issuer, perceived poor management performance, changes in economic or political conditions or in government regulations affecting
the issuer or the competitive environment. Certain unanticipated events, such as natural disasters, may have a significant adverse effect
on the value of an issuer’s securities.
Liquidity Risk.
From time to time, the trading market for a particular investment or type of investment in which the Fund invests is or may become less
liquid or even illiquid. Illiquid investments frequently can be more difficult to purchase or sell at an advantageous price or time. An
illiquid investment means any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in
seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Judgment plays
a greater role in pricing these investments than it does in pricing investments having more active markets, and there is a greater risk
that the investments may not be sold for the price at which the Fund is carrying them. The Fund may receive illiquid securities as a result
of its investment in securities involved in restructurings. Certain investments that were liquid when the Fund purchased them may become
illiquid, sometimes abruptly, particularly during periods of increased market volatility, adverse investor perception, economic uncertainty
or changes in interest rates. Additionally, market closures due to holidays or other factors may render a security or group of securities
(e.g., securities tied to a particular country or geographic region) illiquid for a period of time, which can be extensive. An inability
to sell a portfolio position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other
investment opportunities. Market prices for such securities or other investments may be volatile. Market participants attempting to sell
the same or a similar investment at the same time as the Fund could decrease the liquidity of such investments, especially during times
of market volatility. During periods of substantial market volatility, an investment or even an entire market segment may become illiquid,
sometimes abruptly, which can adversely affect the Fund’s ability to limit losses.
Unexpected episodes of illiquidity,
including due to market or political factors, instrument or issuer-specific factors and/or unanticipated outflows or other factors, may
limit the Fund’s ability to pay redemption proceeds within the allowable time period. To meet redemption requests during periods
of illiquidity, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.
Market Capitalization
Risk. To the extent the Fund invests in securities of small-,
mid-, or large-cap companies, it takes on the associated risks. At times, any of these market capitalizations may be out of favor with
investors. Compared to small- and mid-cap companies, large-cap companies may be unable to respond as quickly to changes and opportunities
and may grow at a slower rate. As such, the return on investment in securities of large-cap companies may be less than the return on investment
in securities of small- and/or mid-cap companies. Compared to large-cap companies, small- and mid-cap companies may depend on a more limited
management group, may have a shorter history of operations, less publicly available information, less stable earnings, and limited product
lines, markets or financial resources. The securities of small- and mid-cap companies may fluctuate more widely in price than the market
as a whole, which at times can be rapid and unpredictable, may be difficult to sell when the economy is not robust or during market downturns,
and may be more affected than other types of securities by the underperformance of a sector, during market downturns, by adverse publicity
and investor perceptions, by interest rate changes and by government regulation. There may also be less trading in small- or mid-cap securities,
which means that buy and sell transactions in those securities could
have a larger
impact on a security’s price than is the case with large-cap securities and the Fund may not be able to liquidate a position at
a particular time.
The Fund defines the market capitalization
range by reference to the market capitalization range of companies in the named index. The size of companies in an index changes with
market conditions. In addition, changes to the composition of an index can change the market capitalization range of companies in the
index and, therefore, the market capitalization range of companies in which the Fund invests.
Market Volatility
Risk. Markets may be volatile and values of individual
securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political,
regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments,
and adverse investor sentiment or publicity. Changes in the financial condition of a single issuer may impact a market as a whole. Changes
in value may be temporary or may last for extended periods and may not have the same impact on all types of securities and instruments.
If the Fund sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance. Geopolitical
risks, including terrorism, tensions or open conflict between nations, or political or economic dysfunction within some nations that are
major players on the world stage or major producers of oil, may lead to overall instability in world economies and markets generally and
have led, and may in the future lead, to increased market volatility and may have adverse long-term effects. Similarly, environmental
and public health risks, such as natural disasters or epidemics, or widespread fear that such events may occur, may impact markets and
economies adversely and cause market volatility in both the short- and long-term.
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents
can result from deliberate attacks (e.g., malicious software coding, ransomware, or “hacking”) or unintentional events (e.g.,
inadvertent release of confidential information). A cybersecurity incident could, among other things, result in the loss or theft of customer
data or funds, customers or employees being unable to access electronic systems (“denial of services”), loss or theft of
proprietary information or corporate data, physical damage to a computer or network system, or remediation costs associated with system
repairs. A cybersecurity incident may not permit the Fund and its service providers to access electronic systems to perform critical duties
for the Fund, such as trading and calculating net asset value. Any cybersecurity incident could have a substantial adverse impact on the
Fund and its shareholders.
The occurrence of any of these problems
could result in a loss of information, regulatory scrutiny, reputational damage and other consequences, any of which could have a material
adverse effect on the Fund or its shareholders. The Manager, through its monitoring and oversight of Fund service providers, endeavors
to determine that service providers take appropriate precautions to avoid and mitigate risks that could lead to such problems. While the
Manager has established business continuity plans and risk management systems seeking to address these problems, there are inherent limitations
in such plans and systems, and it is not possible for the Manager or the other Fund service providers to identify all of the cybersecurity
or other operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence
or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and operations, and require ready
access to the internet to conduct their business. Thus, cybersecurity incidents could also affect issuers of securities in which the Fund
invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology's effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale,
and
speed of cybersecurity attacks. AI's role in increasing automation raises concerns about job displacement and may lead to economic and
social disruptions. The unpredictable nature of AI's impact on market dynamics complicates traditional risk assessment models, making
it challenging to identify risks and opportunities using historical data. Legal and regulatory frameworks governing AI's use, particularly
concerning data privacy and protection, are evolving rapidly. These changes could materially alter how AI is used, which may negatively
impact the Fund.
Private Placements
and Other Restricted Securities Risk. Private placements
and other restricted securities, including securities for which Fund management has material non-public information, are securities that
are subject to legal and/or contractual restrictions on their sales. These securities may not be sold to the public unless certain conditions
are met, which may include registration under the applicable securities laws. These securities may not be listed on an exchange and may
have no active trading market. As a result of the absence of a public trading market, the prices of these securities may be more volatile
and more difficult to determine than publicly traded securities and these securities may involve heightened risk as compared to investments
in securities of publicly traded companies. Private placements and other restricted securities may be illiquid, and it frequently can
be difficult to sell them at a time when it may otherwise be desirable to do so or the Fund may be able to sell them only at prices that
are less than what the Fund regards as their fair market value. A security that was liquid at the time of purchase may subsequently become
illiquid. In addition, transaction costs may be higher for private placements and other restricted securities. The Fund may have to bear
the expense of registering such securities for sale and there may be substantial delays in effecting the registration. If, during such
a delay, adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed at the time it decided
to seek registration of the securities. In addition, the Fund may get only limited information about the issuer of a private placement
or other restricted security, so it may be less able to anticipate a loss. Also, if Fund management receives material non-public information
about the issuer, the Fund may, as a result, be legally prohibited from selling the securities.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the
interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies and markets in ways that
cannot be foreseen at this time.
Some countries, including the U.S.,
have adopted more protectionist trade policies, which is a trend that appears to be continuing globally. Slowing global economic growth,
the rise in protectionist trade policies, inflationary pressures, changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions, including the U.S. and other foreign nations, political
or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment,
commodity prices and currency values could affect the economies
and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on the U.S. dollar, may change foreign demand for U.S. assets
in ways that cannot be foreseen, which could have a negative impact on certain issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic
slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market volatility or reduce liquidity
in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular
issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets. Any of these could cause an increase
in market volatility, reduce liquidity across various markets or decrease confidence in the markets. Also, regulators have expressed concern
that changes in interest rates may cause investors to sell fixed income securities faster than the market can absorb them, contributing
to price volatility. Historical patterns of correlation among asset classes may break down in unanticipated ways during times of high
volatility, disrupting investment programs and potentially causing losses.
Regulators in the U.S. adopted a
number of changes to regulations involving the markets and issuers, some of which implicate a Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit a Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact its performance. Additionally, it is possible that such regulations could be
further revised or rescinded, which creates material uncertainty on their impact to the Fund.
Regulators in the U.S. have issued
an order granting exemptive relief to permit funds to offer both mutual fund share classes and ETF share classes. There are structural
and operational differences between mutual funds and ETFs, which give rise to different
shareholder
rights along with other differences in this structure, including differences in portfolio transaction costs and distributions. Any use
of this structure by a Fund, if available to it, would be subject to the terms and conditions of such exemptive relief.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the profitability and growth of certain issuers and industries may
be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of a Fund and its investments or operations could be
negatively impacted.
Certain illnesses spread rapidly
and have the potential to significantly and adversely affect the global economy. The impact of epidemics and/or pandemics that may arise
in the future could negatively affect the economies of many nations, individual companies and the global securities and commodities markets,
including their liquidity, in ways that cannot necessarily be foreseen at the present time and could last for an extended period of time.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
China’s economy, which had
been sustained through debt-financed spending on housing and infrastructure, appears to be experiencing a significant slowdown and growing
at a lower rate than prior years. While the Chinese government appears to be taking measures to address these issues, due to the size
of China’s economy, the resolution of these issues could impact a number of other countries.
Global climate change can have potential
effects on property and security values. Certain issuers, industries and regions may be adversely affected by the impact of climate change
in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate change, including
any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries and regions.
A rise in sea levels, a change in
weather patterns, including an increase in powerful storms and large wildfires, and/or a climate-driven increase in flooding could cause
properties to lose value or become unmarketable altogether. Unlike previous declines in the real estate market, properties in affected
zones may not ever recover their value. Regulatory changes and divestment movements tied to concerns about climate change could adversely
affect the value of certain land and the viability of industries whose activities or products are seen as accelerating climate change.
Losses related to climate change
could adversely affect corporate issuers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities that
depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property and/or of corporate,
municipal or mortgage-backed securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult
to know the time period over which these market effects might unfold.
Redemption Risk.
The Fund may experience periods of large or frequent redemptions that could cause the Fund to sell assets at inopportune times, which
could have a negative impact on the Fund’s overall liquidity, or at a loss or depressed value. Redemption risk is greater to the
extent that one or more investors or intermediaries control a large percentage of investments in the Fund, have short investment horizons,
or have unpredictable cash flow needs. In addition, the risk is heightened if redemption requests are unusually large or frequent or occur
during periods of declining or illiquid markets. Large redemptions could hurt the Fund’s performance, increase transaction costs
and create adverse tax consequences.
REITs and Other
Real Estate Companies Risk. REITs and other real estate
company securities are subject to risks similar to those of direct investments in real estate and the real estate industry in general,
including, among other risks: general and local economic conditions; changes in interest rates; declines in property values; defaults
by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of
the real estate market; fluctuations in rental income; lack of availability of mortgage funds or financing; extended vacancies of properties,
especially during economic downturns; changes in tax and regulatory requirements; losses due to environmental liabilities; casualty or
condemnation losses; changing social trends regarding working arrangements; or other economic, social, political, or regulatory matters
affecting the real estate industry. REITs are subject to physical risks to real property, including weather, natural disasters, terrorist
attacks, war, or
other
events that destroy real property. REITs also are dependent upon the skills of their managers, subject to heavy cash flow dependency or
self-liquidation and generally not diversified. In addition, to the extent the Fund holds interests in REITs, it is expected that investors
in the Fund will bear two layers of asset-based management fees and expenses (directly at the Fund level and indirectly at the REIT level).
Regardless of where a REIT is organized or traded, its performance may be affected significantly by events in the region where its properties
are located. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of distributed
net investment income and net realized gains under the Code or to maintain their exemption from registration under the Investment Company
Act of 1940, as amended. The Code generally allows individuals and certain other non-corporate entities a deduction for 20% of qualified
REIT dividends. Regulations provide that a regulated investment company can pass the character of its qualified REIT dividends through
to its shareholders for purposes of benefiting from this deduction. An insurance company separate account or a qualified plan investing
in the Fund, however, will not be eligible to benefit from this deduction. While certain of these risk factors may affect only one or
a few real estate sectors at a time, others may affect the real estate industry broadly. For example, the value of REIT common shares
may decline when interest rates rise. During periods of high interest rates, REITs and other real estate companies may lose appeal for
investors who may be able to obtain higher yields from other income-producing investments. High interest rates may also mean that financing
for property purchases and improvements is more costly and difficult to obtain.
Most equity REITs receive a flow
of income from property rentals, which, after covering their expenses, they pay to their shareholders in the form of dividends. Equity
REITs may be affected by changes in the value of the underlying property they own, while mortgage REITs may be affected by the quality
of any credit they extend or mortgages they purchase.
REITs and other real estate company
securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap securities. Some of
the REIT securities in which the Fund invests may be preferred stock, which receives preference in the payment of dividends.
Risk Management.
Management undertakes certain analyses with the intention of identifying particular types of risks and reducing the Fund’s exposure
to them. However, risk is an essential part of investing, and the degree of return an investor might expect is often tied to the degree
of risk the investor is willing to accept. By its very nature, risk involves exposure to the possibility of adverse events. Accordingly,
no risk management program can eliminate the Fund’s exposure to such events; at best, it may only reduce the possibility that the
Fund will be affected by adverse events, and especially those risks that are not intrinsic to the Fund’s investment program. While
the prospectus describes material risk factors associated with the Fund’s investment program, there is no assurance that as a particular
situation unfolds in the markets, management will identify all of the risks that might affect the Fund, rate their probability or potential
magnitude correctly, or be able to take appropriate measures to reduce the Fund’s exposure to them. The Fund could experience losses
if judgments about risk prove to be incorrect. Measures taken with the intention of decreasing exposure to identified risks might have
the unintended effect of increasing exposure to other risks.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in one sector, industry, or sub-sector of the market, its performance will be especially sensitive
to developments that significantly affect those sectors, industries, or sub-sectors. An individual sector, industry, or sub-sector of
the market may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all
react in the same way to economic, political or regulatory events. The Fund’s performance could also be affected if the sectors,
industries, or sub-sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely
affect performance. For a summary of the Fund’s recent sector allocations, see its most recent shareholder report. (The information
in the report is as of the date of the report and may have changed.) For information about the risks of investing in particular sectors,
see the Fund’s Statement of Additional Information.
Valuation Risk.
The Fund may not be able to sell an investment at the price at which the Fund has valued the investment. Such differences could be significant,
particularly for illiquid securities and securities that trade in relatively thin markets and/or markets that experience extreme volatility.
If market or other conditions make it difficult to value an investment, the Fund may be required to value such investments using more
subjective methods, known as fair value methodologies. Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent closing price and from the prices used by other funds to calculate their NAVs. Investors
who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower
or higher redemption proceeds, than they would have received if the Fund had not held fair-valued securities or had used a different methodology.
The value of foreign securities, certain futures, fixed income securities, and currencies may be materially affected by events after the
close of the markets on which they are traded but before the Fund determines its net asset value. The impact of a closed foreign market
on the Fund is likely to be greater if a large portion of the Fund's investments trade on that closed foreign market or when the foreign
market is closed for unscheduled reasons. The value of the Fund's investments may change on days or during time periods when investors
are not able to purchase or sell Fund shares. The Fund uses pricing services to provide values for certain securities and there is no
assurance
that the Fund
will be able to sell an investment at the price established by such pricing services. Different pricing services use different valuation
methodologies, potentially resulting in different values for the same investments. As a result, if the Fund were to change pricing services,
or if a pricing service were to change its valuation methodology, the value of the Fund’s investments could be impacted. The Fund’s
ability to value its investments in an accurate and timely manner may be impacted by technological issues and/or errors by third party
service providers, such as pricing services or accounting agents.
Value Stock Risk.
Value stocks are those stocks whose stock prices, whether based on earnings, book value, or other financial measures, do not reflect their
full economic opportunities. Value stocks may remain undervalued for extended periods of time, may decrease in value during a given period,
may not ever realize what the portfolio management team believes to be their full value or intrinsic value, or the portfolio management
team’s assumptions about intrinsic value or potential for appreciation may be incorrect. This may happen because value stocks,
as a category, lose favor with investors compared to growth stocks, because of a failure to anticipate which stocks or industries would
benefit from changing market or economic conditions, or because the stocks’ worth was misgauged. Entire industries or sectors may
lose favor with investors, and the Fund, in seeking value stocks, may focus its investments more heavily in those industries or sectors.
Value investing historically has gone in and out of favor during past market cycles. At times when value investing is out of favor, the
securities of value companies may underperform the securities of other companies.
Information about Additional Risks
and Other Practices
As discussed in the Fund’s
Statement of Additional Information, the Fund may engage in certain practices and invest in certain securities in addition to those described
as its “principal investment strategies” in the Fund Summary section. For example, should the Fund engage in borrowing or
securities lending or should the Fund use derivatives, it will be subject to the additional risks associated with these practices and
securities, some or all of which may already be included in its “principal investment strategies.”
Borrowing money, securities lending,
or using derivatives would create investment leverage, meaning that certain gains or losses would be amplified, increasing share price
movements. The Fund may, to a limited extent, use certain derivatives for hedging or investment purposes. A derivative instrument, whether
used for hedging or for speculation, could fail to perform as expected, causing a loss for the Fund.
In addition, the Fund may be an investment
option for a Neuberger fund that is managed as a “fund of funds.” As a result, from time to time, the Fund may experience
relatively large redemptions or investments and could be required to sell securities or to invest cash at a time when it is not advantageous
to do so.
In anticipation of adverse or uncertain
market, economic, political, or other temporary conditions, including during periods of high cash inflows or outflows, the Fund may temporarily
depart from its goal and use a different investment strategy (including leaving a significant portion of its assets uninvested) for defensive
purposes. Doing so could help the Fund avoid losses, but may mean lost opportunities. In addition, in doing so different factors could
affect the Fund’s performance and the Fund may not achieve its goal.
In addition, to the extent the Fund
is undergoing a transition (such as a change in strategy, rebalancing, reorganization, liquidation or experiencing large inflows or outflows)
or takes a temporary defensive position, it may deviate from its principal investment strategies during such period.
The Fund may change its goal without
shareholder approval.
Please see the Statement of Additional
Information for more information.
The Russell
3000® Index is a float-adjusted, market capitalization-weighted
index that measures the performance of the 3,000 largest U.S. public companies based on total market capitalization. The index is rebalanced
annually in June.
The Russell
Midcap® Value Index is a float-adjusted, market capitalization-weighted
index that measures the performance of the mid-cap value segment of the U.S. equity market. It includes those Russell Midcap® Index
companies with lower price-to-book ratios and lower forecasted growth rates. The index is rebalanced annually in June. Effective after
the market close on March 21, 2025, FTSE Russell implemented a capping methodology to all Russell U.S. Style Indices including this one.
Any individual company weights in the index greater than 22.5% are capped, and the sum of all individual companies that have an index
weight greater than 4.5% is capped to a 45% aggregate weight in the index. This is applied quarterly after that date, but historical index
returns will not be restated.
The Russell
Midcap® Index is a float-adjusted, market capitalization-weighted
index that measures the performance of the mid-cap segment of the U.S. equity market. It includes approximately 800 of the smallest securities
in the Russell 1000® Index. The index is rebalanced annually in June.
Neuberger Berman
Investment Advisers LLC (“Manager”), located
at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s investment manager and administrator. Neuberger Berman BD LLC
(“Distributor”), located at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s distributor. Pursuant
to an investment advisory agreement, the Manager is responsible for choosing the Fund’s investments and handling its day-to-day
business. The services provided by the Manager as the investment manager and administrator include, among others, overall responsibility
for providing all supervisory, management, and administrative services reasonably necessary for the operation of the Fund, which may include,
among others, compliance monitoring, operational and investment risk management, legal and administrative services and portfolio accounting
services. The Manager carries out its duties subject to the policies established by the Board of Trustees. The investment advisory agreement
establishes the fees the Fund pays to the Manager for its services as the Fund’s investment manager and the expenses paid directly
by the Fund. Together, the Neuberger affiliates manage approximately $567
billion in total assets (as of 3/31/2026) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2025,
the management fees (i.e., advisory and administration fees) paid to the Manager by the Fund were 0.85% of the Fund's average daily net
assets for Class I.
A discussion regarding the basis
for the Board of Trustees’ approval of the investment advisory agreement is available in the Fund's Form N-CSR for the fiscal year
ended December 31, 2025.
NBIA may engage one or more of foreign
affiliates that are not registered under the Investment Advisers Act of 1940, as amended (“participating affiliates”) in
accordance with applicable SEC no-action letters. As participating affiliates, whether or not registered with the SEC, the affiliates
may provide designated investment personnel to associate with NBIA as “associated persons” of NBIA and perform specific
advisory services for NBIA, including services for the Fund, which may involve, among other services, portfolio management and/or placing
orders for securities and other instruments. The designated employees of a participating affiliate act for NBIA and are subject to certain
NBIA policies and procedures as well as supervision and periodic monitoring by NBIA. The Fund will pay no additional fees and expenses
as a result of any such arrangements.
Neither this Prospectus nor the Statement
of Additional Information is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred
explicitly by federal or state securities laws that have not been waived. The Fund enters into contractual arrangements with various parties,
including, among others, the Manager, who provide services to the Fund. Shareholders are not parties to, or intended to be third party
beneficiaries of, those contractual arrangements. Where shareholders are not third party beneficiaries of contractual arrangements, those
contractual arrangements cannot be enforced by shareholders acting on their own behalf.
Please see the Statement of Additional
Information for additional information about each Portfolio Manager’s compensation, other accounts managed by each Portfolio Manager,
and each Portfolio Manager’s ownership of Fund shares.
Benjamin H. Nahum
is a Managing Director of the Manager. Mr. Nahum joined
the firm in 2008 and has managed the Fund since May 2021.
James F. McAree
is a Managing Director of the Manager. Mr. McAree joined
the firm in 2008 and has managed the Fund since May 2021.
Amit Solomon, PhD,
is a Managing Director of the Manager. Mr. Solomon joined the firm in 2008 and has managed the Fund since May 2021.
Rand W. Gesing is
a Senior Vice President of the Manager. Mr. Gesing joined the firm in 2008 and has managed the Fund since May 2021.
Scott A. Hoina
is a Senior Vice President of the Manager. Mr. Hoina joined the firm in 2008 and has managed the Fund since May 2024.
Kenney
Oh is a Managing Director of the Manager and has managed
the Fund since December 2025. Prior to joining the firm in 2025, Mr. Oh served as the President and CIO at another asset manager from
2022 to 2025 and Partner and Head of Public Equity at a private equity firm from 2017 to 2021.
Financial Highlights
These financial
highlights describe the performance of the Fund's Class I shares for the fiscal periods indicated.
All figures have been derived from the financial statements
audited by Ernst & Young LLP, the Fund’s independent registered public accounting firm. Their report, along with full financial
statements, appears in the Fund’s most recent Form N-CSR (see back cover).
This information does not reflect
variable contract or qualified plan fees and expenses. If such fees and expenses were reflected, returns would be less than those shown.
Please refer to the prospectus for your variable contract or your qualified plan documentation for information on their separate fees
and expenses.
Neuberger Berman Advisers
Management Trust - Mid Cap Intrinsic Value Portfolio—Class
I Shares
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Data
apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what
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distributed to investors, and how its share price changed. |
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Share
price (NAV) at beginning of year |
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Income
from investment operations |
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Net
investment income (loss)(1)
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Net
gains (losses)—realized
and unrealized |
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Subtotal:
income (loss) from investment operations |
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Distributions
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Capital
gain distributions |
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Subtotal:
distributions to shareholders |
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Share
price (NAV) at end of year |
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RATIOS
(% OF AVERAGE NET ASSETS) |
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The
ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how
they
would have been if certain expense reimbursement arrangements had not been in effect. |
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Net
investment income (loss)—actual
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Total
return shows how an investment in the Fund would have performed over each year, assuming all
distributions
were reinvested. The turnover rate reflects how actively the Fund bought and sold securities. |
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Net
assets at end of year (in millions of dollars) |
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Portfolio
turnover rate (%) |
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(1)
Calculated
based on the average number of shares outstanding during each fiscal period.
(2)
Shows
what this ratio would have been if there had been no expense reimbursement.
(3)
Does
not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are
direct shareholders of the Fund are not affected by insurance related expenses.
(4)
Would
have been lower if the Manager had not reimbursed certain expenses.
Your
Investment
Buying and Selling Fund Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to this Fund.
Redemption proceeds are typically
sent out the next business day after an order is executed, and nearly always within seven days regardless of payment type. The Fund typically
expects to meet redemption requests, under both normal and stressed market conditions, by redeeming cash and cash equivalent portfolio
holdings and/or selling portfolio securities or other instruments. As stated below, and in the Fund’s Statement of Additional Information,
the Fund also reserves the right to redeem an investor’s shares in kind (i.e., providing investors with securities instead of cash),
in whole or in part to meet redemption requests in stressed market conditions and other appropriate circumstances. Redemptions in kind
may cause you to incur transaction costs to the extent you dispose of the securities redeemed in kind and the value of the securities
redeemed in kind may decrease between the time of redemption and the time of such sale. The Fund may also borrow under any available line
of credit and other available methods to meet redemption requests in both normal and stressed market conditions and other appropriate
circumstances.
Under certain circumstances, which
may include normal and stressed market conditions, the Fund reserves the right to:
■
suspend
the offering of shares
■
reject
any exchange or purchase order
■
suspend
or reject future purchase orders from any investor who has not provided timely payment to settle a purchase order
■
satisfy
an order to sell Fund shares with securities rather than cash
■
change,
suspend, or revoke the exchange privilege
■
suspend
the telephone order privilege
■
suspend
or postpone investors’ ability to sell Fund shares or postpone payments on redemptions for more than seven days, on days when trading
on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the Securities and Exchange Commission
(“SEC”)
■
remain
open and process orders to purchase or sell Fund shares when the Exchange is closed.
Frequent purchases, exchanges and
redemptions of Fund shares (“market-timing activities”) can interfere with effective Fund management and adversely affect
Fund performance in various ways, including by requiring a portfolio manager to liquidate portfolio holdings at a disadvantageous time
or price, by increasing costs (such as brokerage costs) to the Fund by requiring a portfolio manager to effect more frequent purchases
and sales of portfolio securities, and possibly by requiring a portfolio manager to keep a larger portion of Fund assets in cash, all
of which could adversely affect the interests of long-term shareholders. To discourage market-timing activities by Fund shareholders,
the Board of Trustees has adopted market-timing policies and has approved the procedures of the principal underwriter for implementing
those policies. Pursuant to such policies, the exchange privilege can be withdrawn from any investor that is believed to be “timing
the market” or is otherwise making exchanges judged to be excessive. In furtherance of these policies, under certain circumstances,
the Fund reserves the right to reject any exchange or purchase order; change, suspend or revoke the exchange privilege.
The Manager applies the Fund’s
policies and procedures with respect to market-timing activities by monitoring trading activity in the Fund, identifying excessive trading
patterns, and warning or prohibiting shareholders who trade excessively from making further purchases or exchanges of Fund shares. These
policies and procedures are applied consistently to all shareholders. Although the Fund makes efforts to monitor for market-timing activities,
the ability of the Fund to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement
plan accounts and other approved financial intermediaries may be limited in those instances in which the financial intermediary maintains
the underlying shareholder accounts. Accordingly, there can be no assurance that the Fund will be able to eliminate all market-timing
activities.
Because the Fund is offered to different
insurance companies, and for different types of variable contracts—annuities
and life insurance—and
to qualified plans, groups with different interests will share the Fund. Due to differences of tax treatment and other
considerations among these shareholders, it is possible (although not likely) that the interests of the shareholders might sometimes be
in conflict. For these reasons, the Board of Trustees of the Fund watch for the existence of any material irreconcilable conflicts and
will determine what action, if any, should be taken in the event of a conflict. If there is a conflict, it is
possible that
to resolve it, one or more insurance company separate accounts or qualified plans might be compelled to withdraw its investment in the
Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share.
The Fund is generally open for business
every day the Exchange is open. The Exchange is generally closed on all national holidays and Good Friday; Fund shares will not be priced
on those days or other days on which the Exchange is scheduled to be closed. When the Exchange is closed for unusual reasons, Fund shares
will generally not be priced although the Fund may decide to remain open and price Fund shares and in such a case, the Fund would post
a notice on www.nb.com.
The Fund normally calculates its
share price on each day the Exchange is open once daily as of 4:00 P.M., Eastern time. In the event of an emergency or other disruption
in trading on the Exchange, the Fund’s share price would still normally be determined as of 4:00 P.M., Eastern time. In general,
every buy or sell order you place will go through at the next share price calculated after your order has been received in proper form;
check with your insurance company or qualified plan administrator to find out by what time your order must be received so that it can
be processed the same day. Depending on when your insurance company or qualified plan administrator accepts orders, it is possible that
the Fund's share price could change on days when Fund shares cannot be bought or sold.
Because foreign markets may be open
on days when U.S. markets are closed, the value of foreign securities owned by the Fund could change on days when Fund shares cannot be
bought or sold. Remember, though, any purchase or sale takes place at the next share price calculated after you send your order to your
insurance company or qualified plan administrator and it is received in proper form.
The
net asset value per share of each class of the Fund is the total value of Fund assets attributable to shares of that class minus the liabilities
attributable to that class, divided by the total number of shares outstanding for that class. Because the value of the Fund's portfolio
securities changes every business day, its share price usually changes as well.
The
Fund generally values its investments based upon their last reported sale prices, market quotations, or estimates of value provided by
an independent pricing service as of the time as of which the Fund’s share price is calculated. Equity securities (including securities
issued by ETFs) and exchange-traded derivative instruments held by the Fund generally are valued by one or more independent pricing services
approved by the Manager at the last reported sale price or official closing price or, if there is no reported sale quoted on a principal
exchange or market for that security or official closing price, on the basis of market quotations. Debt securities and certain derivative
instruments that do not trade on an exchange held by the Fund generally are valued by one or more independent pricing services approved
by the Manager on the basis of market quotations and in the case of derivatives, market data about the underlying investments. Short-term
securities held by the Fund may be valued on the basis of amortized cost, unless other factors indicate that amortized cost is not an
accurate estimate of the security’s value.
Investments
in non-exchange traded investment companies are valued using the respective fund’s daily calculated net asset value per share.
The prospectuses for these funds explain the circumstances under which the funds will use fair value pricing and the effects of using
fair value pricing.
If
a valuation for a security is not available from an independent pricing service or if the Manager believes in good faith that the valuation
does not reflect the amount a Fund would receive on a current sale of that security, the Fund seeks to obtain quotations from brokers
or dealers. If such quotations are not readily available, the Fund may use a fair value estimate made according to methods approved by
the Manager. Pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended, the Board of Trustees designated the Manager
as the Fund’s valuation designee. As the Fund’s valuation designee, the Manager is responsible for determining fair value
in good faith for any and all Fund investments. The Fund may also use these methods to value certain types of illiquid securities. Fair
value pricing generally will be used if the market in which a portfolio security trades closes early or if trading in a particular security
was halted during the day and did not resume prior to the time as of which a Fund’s share price is calculated.
The
Fund may also fair value securities that trade in a foreign market if significant events that appear likely to affect the value of those
securities occur between the time the foreign market closes and the time as of which the Fund’s share price is calculated. Significant
events may include (1) corporate actions or announcements that affect a single
issuer,
(2) governmental actions that affect securities in one sector, country or region, (3) natural disasters or armed conflicts that affect
a country or region, or (4) significant domestic or foreign market fluctuations.
For
certain foreign assets, after the relevant foreign markets have closed, a third-party vendor supplies evaluated, systematic fair value
pricing based upon analysis of historical correlation of multiple factors. In the case of both foreign equity and foreign income securities,
in the absence of precise information about the market values of these foreign securities as of the time as of which a Fund’s share
price is calculated, the Manager has determined on the basis of available data that prices adjusted or evaluated in this way are likely
to be closer to the prices a Fund could realize on a current sale than are the prices of those securities established at the close of
the foreign markets in which the securities primarily trade. Please see the Funds’ Statement of Additional Information for additional
detail about the Funds’ fair valuation practices.
The
effect of using fair value pricing is that a portfolio security will be priced based on the subjective judgment of the Manager, operating
under procedures approved by the Manager, instead of being priced using valuations from an independent pricing service. Fair value pricing
can help to protect the Fund by reducing arbitrage opportunities available to short-term traders, but there is no assurance that fair
value pricing will completely prevent dilution of the Fund’s net asset value by such traders.
Trading
in securities on many foreign exchanges is normally completed before the Fund calculates its net asset value. In addition, foreign markets
may be open on days when U.S. markets are closed. As a result, the value of foreign securities owned by the Fund could change at times
or on days when the Fund’s net asset value is not calculated, when Fund shares do not trade, and when sales and redemptions of
Fund shares do not occur.
While the Manager may serve as the
adviser or sub-adviser of other funds that have similar names, goals, and strategies as the Fund, there may be certain differences between
the Fund and these other funds in matters such as size, cash flow patterns and tax matters, among others. As a result, there could also
be differences in performance.
The Fund uses a “multiple
class” structure. The Fund offers Class I and Class S shares that have identical investment programs, but may have different fee
waivers and different arrangements for distribution and shareholder servicing and, consequently, different expenses. Shares of a class
to which a fee waiver applies may not be available to all investors in the Fund. Rather, they will be made available to investors meeting
eligibility criteria outlined in the prospectuses for such share classes. This prospectus relates only to Class I shares of the Fund.
Distributions.
The Fund pays out to shareholders of record any net income and net realized capital gains. Ordinarily, the Fund makes distributions once
a year, in October. All dividends and other distributions received by shareholders of record are automatically reinvested in Fund shares.
How distributions
and transactions are taxed. Dividends and other distributions
made by the Fund, as well as transactions in Fund shares, generally are not taxable, except to the extent described in your qualified
plan documentation or variable contract prospectus. Please consult such documents for more information.
Other tax-related
considerations. The Fund intends to continue to qualify
for treatment as a “regulated investment company” for federal tax purposes (“RIC”) by satisfying the requirements
under Subchapter M of Chapter 1 of Subtitle A (“Subchapter M”) of the Internal Revenue Code of 1986, as amended (“Code”).
As a RIC, the Fund is not subject to federal income tax on its ordinary income and net realized capital gains that it distributes to its
shareholders. It is the Fund’s intention to distribute all such income and gains for each taxable year.
Because the Fund is offered to, among
others, insurance company separate accounts (each, a “Separate Account”) to fund variable contracts, it must meet special
diversification standards beyond those that apply to RICs in general under Subchapter M. That is so because Section 817(h) of the Code
and the regulations thereunder require that a Separate Account be “adequately diversified” (see the next paragraph for certain
rules regarding that term) in order for the tax deferral for variable contracts based thereon to apply. In determining whether a Separate
Account is so diversified, the Separate Account may “look-through” a RIC that satisfies certain criteria–which
the Fund has done for each past taxable year and intends to continue to do–and treat the RIC’s assets as its
own. If the Fund’s assets failed to meet those diversification standards, you could be subject to adverse tax consequences–for
example, distributions of the net income earned and net
gains realized by the Fund to the Separate Accounts that are invested in
the Fund (“Fund
Accounts”) would generate a current tax liability for you instead of the tax deferral mentioned above. Accordingly, the Fund intends
to continue to comply with the diversification requirements of Section 817(h) and the regulations so that owners of the variable contracts
based on the Fund Accounts will not be subject to federal tax on distributions from the Fund to those Accounts.
Under the relevant regulations, a
Separate Account is deemed to be adequately diversified if (1) no more than 55% of the value of the account’s total assets is represented
by any one investment, (2) no more than 70% of that value is represented by any two investments, (3) no more than 80% of that value is
represented by any three investments, and (4) no more than 90% of that value is represented by any four investments. Section 817(h) and
those regulations also provide, as a safe harbor, that a Separate Account will be treated as being adequately diversified if the diversification
requirements under Subchapter M are satisfied and no more than 55% of the value of its total assets is represented by cash and cash items,
government securities, and securities of other RICs. For purposes of those regulations, all securities of the same issuer are treated
as a single investment, but each U.S. government agency or instrumentality is treated as a separate issuer. It is possible that complying
with these requirements may at times call for decisions that could reduce investment performance.
The foregoing is only a summary of
some of the important federal income tax considerations generally affecting the Fund and you. Please refer to the Statement of Additional
Information for more information about the taxation of the Fund. You should refer to the prospectus for your variable contract or your
qualified plan documentation, or consult with your tax adviser, for information regarding taxes applicable to your variable contract or
qualified plan, as applicable.
Insurance
and Qualified Plan Expenses
The
fees and policies outlined in this prospectus are set by the Fund and by the Distributor. The fee information here does not include the
fees and expenses charged by your insurance company under your variable contract or by your qualified plan; for those fees and expenses,
you will need to see the prospectus for your variable contract or your qualified plan documentation.
Distribution
and Shareholder Servicing
Class
I shares of the Fund have adopted a non-fee plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 that recognizes that
the Distributor may use its own resources, including revenues from fees paid to the Distributor from the Fund, to pay expenses for services
primarily intended to result in distribution of Fund shares.
Payments
to Financial Intermediaries
The
Distributor and/or its affiliates pay additional compensation, out of their own resources and not as an expense of the Fund, to affiliates,
insurance companies and their affiliates, qualified plan administrators and their affiliates, and other financial intermediaries in connection
with the sale, distribution, retention and/or servicing of Fund shares. The amount of these payments may be substantial and may differ
among financial intermediaries based on, for example, the level or type of services provided by a financial intermediary. These arrangements
are separately negotiated between the Distributor and/or its affiliates, and the recipients of these payments and/or their affiliates.
If your financial intermediary receives such payments, these payments may compensate the financial intermediary for providing services
to you as a variable contract owner or qualified plan participant, and may also provide an incentive for the financial intermediary to
make the Fund’s shares available to you, or recommend the Fund to you, as a current or prospective variable contract owner or qualified
plan participant, and therefore promote distribution of the Fund’s shares. Please speak with your insurance company, qualified
plan administrator or other financial intermediary to learn more about any payments it receives from the Distributor and/or its affiliates,
as well as fees and/or commissions the financial intermediary charges. You should also consult disclosures made by your financial intermediary
at the time of purchase. Any such payments by the Distributor or its affiliates will not change the net asset value or the price of the
Fund’s shares. For more information, please see the Fund’s Statement of Additional Information.
Portfolio Holdings Policy
A description of the Fund’s
policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement
of Additional Information.
The complete portfolio holdings for
the Fund are available at www.nb.com/holdings (click on the tab with the name of the relevant Fund). The complete portfolio holdings for
the Fund are generally posted 15-30 days after each month-end.
The Fund’s
complete portfolio holdings will remain available at this website until the subsequent month-end holdings have been posted. Complete portfolio
holdings for the Fund will also be available in reports on Form N-PORT and Form N-CSR filed with the SEC. Historical portfolio holdings
are available upon request.
Generally, no earlier than five business
days after month-end, the Fund may publicly disclose via various shareholder and public communications, such as portfolio manager commentaries,
fact sheets or other marketing materials, which will be publicly available at www.nb.com, certain portfolio characteristics and partial
information concerning portfolio holdings for the month as of month-end, including but not limited to: up to the top 10 holdings of the
Fund (if the Fund engages in short selling, it may also disclose up to the top 10 short positions); up to the top 10 holdings that contributed
to and/or detracted from performance or were the best and/or worst performers; sector breakdowns or changes to portfolio composition (e.g.,
buys and sells). This information will typically remain available at this website until information for the subsequent month has been
posted; however, to comply with Rule 30e-3 under the Investment Company Act of 1940, as amended, quarter-end information may be retained
on this website for the Fund’s previous fiscal year. The Fund may also post intra-month updates to holdings and certain portfolio
characteristics to www.nb.com. Any such intra-month update would be in addition to and not in lieu of the holdings disclosure policies
described above.
NEUBERGER
BERMAN ADVISERS MANAGEMENT TRUST
Mid Cap Intrinsic
Value Portfolio (Class I) Shares
If you would like further details
on this Fund you can request a free copy of the following documents:
Shareholder Reports
and Form N-CSR. Additional information about the Fund’s
investments is available in the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR. In the Fund’s annual
report, you will find the Fund’s performance data and a discussion by the Portfolio Managers about strategies and market conditions
that significantly affected the Fund’s performance during the last fiscal year. In Form N-CSR, you will find the Fund’s
annual and semi-annual financial statements.
Statement of Additional
Information (SAI). The SAI contains more comprehensive
information on the Fund, including: various types of securities and practices, and their risks, investment limitations and additional
policies and information about the Fund’s management and business structure. The SAI is hereby incorporated by reference into this
prospectus, making it legally part of the prospectus.
Investment Manager: Neuberger
Berman Investment Advisers LLC
You can obtain a shareholder report,
SAI, and other information such as financial statements from your financial intermediary, or from:
Neuberger Berman
Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104
800-877-9700
212-476-8800
Website: www.nb.com
Reports and other
information about the Fund are available on the EDGAR Database on the SEC’s website at http://www.sec.gov, and copies of this information
may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].
The Fund’s
current net asset value per share is made available at: http://www.nb.com/amtportfolios/performance.
The
“Neuberger Berman” and “Neuberger”
names and logos and “Neuberger Berman Investment Advisers
LLC” are registered service marks of Neuberger Berman Group LLC. The individual Fund name in this prospectus is either a service
mark or a registered service mark of Neuberger Berman Investment Advisers LLC. ©2026 Neuberger Berman BD LLC, distributor. All rights
reserved.
SEC
File Number: 811-4255
B0366 05/26
Neuberger
Berman Advisers Management Trust
Mid
Cap Intrinsic Value Portfolio—Class
S Shares |
Prospectus
May 1, 2026
These securities, like the securities
of all mutual funds, have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange
Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
Contents
Neuberger
Berman Advisers Management Trust
The Fund is offered to certain life
insurance companies to serve as an investment vehicle for premiums paid under their variable annuity and variable life insurance contracts
(each, a “variable contract”) and to certain qualified pension and other retirement plans (each, a “qualified plan”).
Fund
Summary
Mid Cap Intrinsic Value Portfolio
The Fund seeks growth of capital.
These tables describe the fees and
expenses that you may pay if you buy, hold or sell shares of the Fund. These tables do not reflect any fees and expenses charged by your
insurance company under your variable contract or by your qualified plan. If the tables did reflect such fees and expenses, the overall
expenses would be higher than those shown. Please refer to the prospectus for your variable contract or your qualified plan documentation
for information on their separate fees and expenses.
Shareholder
Fees (fees paid directly
from your investment) |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a % of the value of your investment) |
|
|
|
|
Distribution
and/or shareholder service (12b-1) fees |
|
|
|
|
Total
annual operating expenses |
|
Fee
waivers and/or expense reimbursement |
|
Total
annual operating expenses after fee waivers and/or expense reimbursement1
|
|
The expense example can help you
compare costs among mutual funds. The example assumes that you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return each year, and that the Fund’s expenses were those
in the table. Actual performance and expenses may be higher or lower.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs. These costs, which are not reflected in annual operating expenses or in the example, affect the
Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 19%
of the average value of its portfolio.
Principal
Investment Strategies
To pursue its goal, the Fund normally
invests at least 80% of its net assets in equity securities of mid-capitalization companies, which it defines as those with a total market
capitalization within the market capitalization range of the Russell Midcap® Value Index at the time of purchase.
The Fund’s strategy consists
of using a bottom-up, fundamental research driven approach to identify stocks of companies that are trading below the Portfolio Managers’
estimate of their intrinsic value and that they believe have the potential for appreciation over time. The Portfolio Managers’
estimate of a company’s intrinsic value represents their view of the company’s true, long-term economic worth, the market’s
view of which may be currently distorted by market inefficiencies. The intrinsic value estimate
2
Mid Cap Intrinsic Value Portfolio (Class S)
represents what
the Portfolio Managers believe a company could be worth if it is acquired, if its profitability returns to its long-term average level,
or if its valuation moves in line with those companies that the Portfolio Managers see as its publicly traded peers.
The Portfolio Managers believe that
while markets are often efficient, valuations of certain types of companies are often distorted by market inefficiencies, which can lead
to attractive investment opportunities. The Portfolio Managers attempt to exploit recurring market inefficiencies among the following
types of companies as the Portfolio Managers believe these types of companies are often misunderstood and mispriced by investors.
■
Complex
Companies: These companies typically have multiple lines
of business that are in different industries or sectors and/or that have different growth rates and profitability characteristics.
■
Cyclical
Companies: These companies typically have ebbs and flows
in their business depending on demand patterns for their products, the length of product cycles, or other transient factors.
■
Companies
in a Period of Interrupted Growth: Typically, these are
companies in attractive, high growth markets that have suffered what the Portfolio Managers believe is a temporary setback and/or are
in transition to a more mature, lower growth business model that focuses more on current earnings than on rapid growth.
In seeking to identify potential
investment opportunities, the Portfolio Managers perform an initial screening to identify those companies that have stock prices that
are trailing the performance of the overall market and that they believe are attractive relative to current cash flows. Next, the Portfolio
Managers establish an estimate of a company’s intrinsic value. The Portfolio Managers will invest in a company based on its discount
to their estimate of intrinsic value and their belief in its potential for appreciation over time. In addition, the Portfolio Managers
may invest in anticipation of a catalyst that can be expected to close the value/price gap, such as a merger, restructuring, liquidation,
spin-off, major management change, share repurchase, or capital reallocation. The Portfolio Managers will typically visit a company and
interview its management team to help understand management’s incentives (such as equity ownership in the company and compensation
plans), the merits of its strategic plan, and other factors that have the potential to increase the value of the company’s stock.
The Portfolio Managers establish
an intrinsic value for a company’s stock when it is purchased and then continues to evaluate the company’s stock price versus
their estimate of its intrinsic value to determine whether to maintain, add to, reduce or eliminate the position. The Portfolio Managers
typically reduce or eliminate a position in a company’s stock if the stock’s price appreciates and the company’s
discount to their estimate of its intrinsic value narrows. The Portfolio Managers’ decision to reduce or eliminate a position in
a particular stock may also be driven by their belief that another company’s stock has a wider discount to their estimate of its
intrinsic value. Changes in a company’s management or corporate strategy, or the failure of a company to perform as expected, may
also cause the Portfolio Managers to reduce or eliminate a position in that company’s stock.
Although the Fund invests primarily
in domestic stocks, it may also invest in stocks of foreign companies. The Fund may also invest in real estate investment trusts (“REITs”).
The Fund may invest in restricted
securities, including private placements, which are securities that are subject to legal restrictions on their sale and may not be sold
to the public unless registered under the applicable securities law or pursuant to an applicable exemption.
The Fund seeks to reduce risk by
diversifying among many companies, sectors and industries. At times, the Portfolio Managers may emphasize certain sectors or industries
that they believe may benefit from market or economic trends.
The Fund will not change its strategy
of normally investing at least 80% of its net assets in equity securities of mid-capitalization companies, without providing shareholders
at least 60 days’ notice. This test is applied at the time the Fund invests; later percentage changes caused by a change in Fund
assets, market values or company circumstances will not require the Fund to dispose of a holding.
PRINCIPAL
INVESTMENT RISKS
Most of the Fund’s performance
depends on what happens in the stock market, the Portfolio Managers' evaluation of those developments, and the success of the Portfolio
Managers in implementing the Fund's investment strategies. The market's behavior can be difficult to predict, particularly in the short
term. There can be no guarantee that the Fund will achieve its goal. The Fund may take temporary defensive and cash management positions;
to the extent it does, it will not be pursuing its principal investment strategies.
The actual risk exposure taken by
the Fund in its investment program will vary over time, depending on various factors including the Portfolio Managers' evaluation of issuer,
political, regulatory, market, or economic developments. There can be no guarantee
3
Mid Cap Intrinsic Value Portfolio (Class S)
that the Portfolio
Managers will be successful in their attempts to manage the risk exposure of the Fund or will appropriately evaluate or weigh the multiple
factors involved in investment decisions, including issuer, market and/or instrument-specific analysis and valuation.
The
Fund is a mutual fund, not a bank deposit, and is not guaranteed or insured by the Federal Deposit Insurance Corporation or any other
government agency. The value of your investment
may fall, sometimes sharply, and you could lose money by investing in the Fund.
Each of the following risks, which
are described in alphabetical order and not in order of any presumed importance, can significantly affect the Fund’s performance.
The relative importance of, or potential exposure as a result of, each of these risks will vary based on market and other investment-specific
considerations.
Catalyst Risk.
Investing in companies in anticipation of a catalyst carries the risk that the catalyst may not happen as anticipated, or the market may
react to the catalyst differently than expected.
Currency Risk.
Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar. To the extent that the Fund invests
in securities or other instruments denominated in or indexed to foreign currencies, changes in currency exchange rates could adversely
impact investment gains or add to investment losses. Currency exchange rates may fluctuate significantly over short periods of time and
can be affected unpredictably by various factors, including investor perception and changes in interest rates; intervention, or failure
to intervene, by U.S. or foreign governments, central banks, or supranational entities; or by currency controls or political or regulatory
developments in the U.S. or abroad.
Foreign Risk.
Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure to
less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other protectionist
trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries, organizations,
companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations in foreign
currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement,
custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. As a result, foreign securities may fluctuate more widely in price,
and may also be less liquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar
fashion to important economic or political developments. In addition, foreign markets may perform differently than the U.S. market. The
effect of economic instability on specific foreign markets or issuers may be difficult to predict or evaluate. Regardless of where a company
is organized or its stock is traded, its performance may be affected significantly by events in regions from which it derives its profits
or in which it conducts significant operations.
Securities of issuers traded on foreign
exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities. Trading suspensions may
be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may be applied broadly by
exchanges or governmental authorities in response to market events. In the event that the Fund holds material positions in such suspended
securities or instruments, the Fund’s ability to liquidate its positions or provide liquidity to investors may be compromised and
the Fund could incur significant losses.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole.
Liquidity Risk.
From time to time, the trading market for a particular investment in which the Fund invests, or a particular type of instrument in which
the Fund is invested, may become less liquid or even illiquid. Illiquid investments frequently can be more difficult to purchase or sell
at an advantageous price or time, and there is a greater risk that the investments may not be sold for the price at which the Fund is
carrying them. Certain investments that were liquid when the Fund purchased them may become illiquid, sometimes abruptly. Additionally,
market closures due to holidays or other factors may render a security or group of securities (e.g., securities tied to a particular country
or geographic region) illiquid for a period of time. An inability to sell a portfolio position can adversely affect the Fund’s
value or prevent the Fund from being able to take advantage of other investment opportunities. Market prices for such securities or other
investments may be volatile. During periods of substantial market volatility, an investment or even an entire market segment may become
illiquid, sometimes abruptly, which can adversely affect the Fund’s ability to limit losses.
Unexpected episodes of illiquidity,
including due to market or political factors, instrument or issuer-specific factors and/or unanticipated outflows or other factors, may
limit the Fund’s ability to pay redemption proceeds within the allowable time period. To meet redemption requests during periods
of illiquidity, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.
4
Mid Cap Intrinsic Value Portfolio (Class S)
Market
Volatility Risk. Markets may be volatile and values of
individual securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer,
political, regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning
these developments, and adverse investor sentiment or publicity. Geopolitical and other risks, including environmental and public health
risks may add to instability in world economies and markets generally. Changes in value may be temporary or may last for extended periods.
If the Fund sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance.
Mid-Cap Companies
Risk. At times, mid-cap companies may be out of favor with
investors. Compared to larger companies, mid-cap companies may depend on a more limited management group, may have a shorter history of
operations, less publicly available information, less stable earnings, and limited product lines, markets or financial resources. The
securities of mid-cap companies are often more volatile, which at times can be rapid and unpredictable, and less liquid than the securities
of larger companies and may be more affected than other types of securities by the underperformance of a sector, during market downturns,
by adverse publicity and investor perceptions, by interest rate changes and by government regulation.
Private Placements
and Other Restricted Securities Risk. Private placements
and other restricted securities, including securities for which Fund management has material non-public information, are securities that
are subject to legal and/or contractual restrictions on their sales. These securities may not be sold to the public unless certain conditions
are met, which may include registration under the applicable securities laws. As a result of the absence of a public trading market, the
prices of these securities may be more difficult to determine than publicly traded securities and these securities may involve heightened
risk as compared to investments in securities of publicly traded companies. Private placements and other restricted securities may be
illiquid, and it frequently can be difficult to sell them at a time when it may otherwise be desirable to do so or the Fund may be able
to sell them only at prices that are less than what the Fund regards as their fair market value. Transaction costs may be higher for these
securities. In addition, the Fund may get only limited information about the issuer of a private placement or other restricted security.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the
interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies and markets in ways that
cannot be foreseen at this time.
Some countries, including the U.S.,
have adopted more protectionist trade policies, which is a trend that appears to be continuing globally. Slowing global economic growth,
the rise in protectionist trade policies, inflationary pressures, changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions, including the U.S. and other foreign nations, political
or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment,
commodity prices and currency values could affect the economies
and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on the U.S. dollar, may change foreign demand for U.S. assets
in ways that cannot be foreseen, which could have a negative impact on certain issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic
slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market volatility or reduce liquidity
in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular
issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets. Any of these could cause an increase
in market volatility, reduce liquidity across various markets or decrease confidence in the markets.
Regulators in the U.S. have adopted
a number of changes to regulations involving the markets and issuers, some of which apply to the Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit the Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the Fund.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the
5
Mid Cap Intrinsic Value Portfolio (Class S)
profitability
and growth of certain issuers and industries may be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of the Fund and its investments or operations could
be negatively impacted.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
Global climate change can have potential
effects on property and security values. Certain issuers, industries and regions may be adversely affected by the impact of climate change
in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate change, including
any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries and regions.
Redemption Risk.
The Fund may experience periods of large or frequent redemptions that could cause the Fund to sell assets at inopportune times, which
could have a negative impact on the Fund’s overall liquidity, or at a loss or depressed value. Redemption risk is greater to the
extent that one or more investors or intermediaries control a large percentage of investments in the Fund and the risk is heightened during
periods of declining or illiquid markets. Large redemptions could hurt the Fund’s performance, increase transaction costs, and
create adverse tax consequences.
REITs and Other
Real Estate Companies Risk. REITs and other real estate
company securities are subject to risks similar to those of direct investments in real estate and the real estate industry in general,
including, among other risks: general and local economic conditions; changes in interest rates; declines in property values; defaults
by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of
the real estate market; fluctuations in rental income; lack of availability of mortgage funds or financing; extended vacancies of properties,
especially during economic downturns; changes in tax and regulatory requirements; losses due to environmental liabilities; casualty or
condemnation losses; changing social trends regarding working arrangements; or other economic, social, political, or regulatory matters
affecting the real estate industry. REITs also are dependent upon the skills and creditworthiness of their managers, subject to heavy
cash flow dependency or self-liquidation and generally not diversified.
Regardless of where a REIT is organized
or traded, its performance may be affected significantly by events in the region where its properties are located. Domestic REITs could
be adversely affected by failure to qualify for tax-free “pass-through” of distributed net investment income and net realized
gains under the Internal Revenue Code of 1986, as amended, (“Code”) or to maintain their exemption from registration under
the Investment Company Act of 1940, as amended. The value of REIT common shares may decline when interest rates rise. REITs and other
real estate company securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap
securities.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in particular sectors, its performance will be especially sensitive to developments that significantly
affect those sectors. Individual sectors or sub-sectors may be more volatile, and may perform differently, than the broader market. The
industries that constitute a sector may all react in the same way to economic, political or regulatory events.
Value Stock Risk.
Value stocks are those stocks whose stock prices, whether based on earnings, book value, or other financial measures, do not reflect their
full economic opportunities. Value stocks may remain undervalued for extended periods of time, may decrease in value during a given period,
may not ever realize what the portfolio management team believes to be their full value or intrinsic value, or the portfolio management
team’s assumptions about intrinsic value or potential for appreciation may be incorrect. This may happen, among other reasons,
because of a failure to anticipate which stocks or industries would benefit from changing market or economic conditions or investor preferences.
6
Mid Cap Intrinsic Value Portfolio (Class S)
A
summary of the Fund’s additional principal investment risks is as follows:
Risk of Increase
in Expenses. A decline in the Fund’s average net
assets during the current fiscal year due to market volatility or other factors could cause the Fund’s expenses for the current
fiscal year to be higher than the expense information presented in “Fees and Expenses.”
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents
can result from deliberate attacks or unintentional events. It is not possible for the Manager or the other Fund service providers to
identify all of the cybersecurity or other operational risks that may affect the Fund or to develop processes and controls to completely
eliminate or mitigate their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data
storage and operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology’s effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and social disruptions. The unpredictable nature of AI’s
impact on market dynamics complicates traditional risk assessment models, making it challenging to identify risks and opportunities using
historical data. Legal and regulatory frameworks governing AI’s use, particularly concerning data privacy and protection, are evolving
rapidly. These changes could materially alter how AI is used, which may negatively impact the Fund.
Risk Management.
Risk is an essential part of investing. No risk management program can eliminate the Fund’s exposure to adverse events; at best,
it may only reduce the possibility that the Fund will be affected by such events, and especially those risks that are not intrinsic to
the Fund’s investment program. The Fund could experience losses if judgments about risk prove to be incorrect.
Valuation Risk.
The Fund may not be able to sell an investment at the price
at which the Fund has valued the investment. Such differences could be significant, particularly for illiquid securities and securities
that trade in relatively thin markets and/or markets that experience extreme volatility. If market or other conditions make it difficult
to value an investment, the Fund may be required to value such investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that is different from an investment’s most recent price
and from the prices used by other funds to calculate their NAVs. The Fund uses pricing services to provide values for certain securities
and there is no assurance that the Fund will be able to sell an investment at the price established by such pricing services. The Fund’s
ability to value its investments in an accurate and timely manner may be impacted by technological issues and/or errors by third party
service providers, such as pricing services or accounting agents.
The following bar chart and table
provide an indication of the risks of investing in the Fund. The
bar chart shows how the Fund’s performance has varied from year to year. The
table below the bar chart shows what the returns would equal if you averaged out actual performance over various lengths of time and compares
the returns with the returns of a broad based market index and additional indices. The broad-based market
index is required by regulation. The additional index or indices have characteristics relevant to the Fund’s investment strategy.
The indices are described in “Descriptions of Indices” in the prospectus. The
7
Mid Cap Intrinsic Value Portfolio (Class S)
performance information
does not reflect variable contract or qualified plan fees and expenses. If such fees and expenses were reflected, returns would be less
than those shown. Please refer to the prospectus for your variable contract or your qualified plan documentation for information on their
separate fees and expenses.
Returns would have been lower/higher
if the Manager had not reimbursed/recouped certain expenses and/or waived a portion of the investment management fees during certain of
the periods shown.
Past
performance is not a prediction of future results. Visit www.nb.com
or call 800-877-9700 for updated performance
information.
year-by-year
% Returns as of 12/31 each year
average
annual total % returns as of 12/31/25
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Cap Intrinsic Value Portfolio |
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Russell
3000®
Index (reflects no deduction for fees, expenses or taxes)
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Russell
Midcap®
Value Index (reflects no deduction for fees, expenses or taxes) |
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Russell
Midcap®
Index (reflects no deduction for fees, expenses or taxes) |
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Neuberger Berman Investment Advisers
LLC (“Manager”) is the Fund’s investment manager.
The Fund is co-managed by Benjamin
H. Nahum (Managing Director of the Manager), James F. McAree (Managing Director of the Manager), Amit Solomon (Managing Director of the
Manager), Rand W. Gesing (Senior Vice President of the Manager),
Scott A. Hoina (Senior Vice President of the Manager)
and
Kenney Oh
(Managing Director of the Manager).
Messrs. Nahum, McAree, Solomon and Gesing have managed
the Fund since May 2021. Mr. Hoina has managed the Fund since May 2024. Mr. Oh has managed the Fund since December 2025.
Buying
and Selling Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to the Fund.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share. When shares are bought or sold, the share price will be the
next share price calculated after the order has been received in proper form. Shares of the Fund may be purchased or redeemed (sold) on
any day the New York Stock Exchange is open.
8
Mid Cap Intrinsic Value Portfolio (Class S)
Tax
Information
Distributions made by the Fund to
an insurance company separate account or a qualified plan, and exchanges and redemptions of Fund shares made by a separate account or
qualified plan, ordinarily do not cause the contract holder or plan participant to recognize income or gain for federal income tax purposes.
Please see your variable contract prospectus or the governing documents of your qualified plan for information regarding the federal income
tax treatment of the distributions to the applicable separate account or qualified plan and the holders of the contracts or plan participants,
respectively.
Payments
to Financial Intermediaries
Neuberger Berman BD LLC and/or its
affiliates may pay insurance companies or their affiliates, qualified plan administrators, broker-dealers or other financial intermediaries,
for services to current and prospective variable contract owners and qualified plan participants who choose the Fund as an investment
option. These payments may create a conflict of interest by influencing the financial intermediary and its employees to recommend the
Fund over another investment or make the Fund available to their current or prospective variable contract owners and qualified plan participants.
Ask your financial intermediary or visit its website for more information.
9
Mid Cap Intrinsic Value Portfolio (Class S)
Descriptions of
Certain Practices and Security Types
Foreign Stocks.
There are many promising opportunities for investment outside the United States. Foreign markets can respond to different factors and
therefore may follow cycles that are different from each other. For this reason, many investors put a portion of their portfolios in foreign
investments as a way of gaining further diversification.
REITs.
A REIT is a pooled investment vehicle that invests primarily in income-producing real estate or real estate related loans or interests.
A domestic REIT is not taxed on net income and net realized gains that are distributed to its shareholders, provided it complies with
certain requirements of the Internal Revenue Code of 1986, as amended (“Code”), and similar treatment may also apply to
foreign REITs under the laws in which they are formed. REITs are generally classified as equity REITs or mortgage REITs. Equity REITs
invest the majority of their assets directly in real property, derive their income primarily from rents and can also realize capital gains
by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and
derive their income primarily from interest payments.
Value Investing.
At any given time, there are companies whose stock prices, whether based on earnings, book value, or other financial measures, do not
reflect their full economic opportunities. This happens when investors under-appreciate the business potential of these companies, or
are distracted by transient or non-fundamental issues. The value investor examines these companies, searching for those that may rise
in price when other investors realize their worth.
Additional Information about Principal
Investment Risks
This section provides additional
information about the Fund’s principal investment risks described in the Fund Summary section. The following risks are described
in alphabetical order and not in order of any presumed importance or potential exposure.
Catalyst Risk.
Investing in companies in anticipation of a catalyst carries the risk that the catalyst may not happen as anticipated, possibly due to
the actions of other market participants, or may happen in modified or conditional form, or the market may react to the catalyst differently
than expected. Furthermore, a catalyst, such as a pending restructuring or spin-off, may be renegotiated or terminated or involve a longer
time frame than originally contemplated. These investments may be highly speculative and an incorrect assessment of the risk associated
with such an investment could result in significant losses to the Fund.
Currency Risk.
Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar. To the extent that the Fund invests
in securities or other instruments denominated in or indexed to foreign currencies, changes in currency exchange rates could adversely
impact investment gains or add to investment losses. Domestic issuers that hold substantial foreign assets may be similarly affected.
Currency exchange rates may fluctuate in response to factors external to a country’s economy, which makes the forecasting of currency
market movements extremely difficult. Currency exchange rates may fluctuate significantly over short periods of time and can be affected
unpredictably by various factors, including investor perception of a country’s economy and changes in interest rates; intervention,
or failure to intervene, by U.S. or foreign governments, central banks, or supranational entities, such as the International Monetary
Fund; or by currency controls or political or regulatory developments in the U.S. or abroad. Currency markets may be less regulated than
securities markets, may be riskier than other types of investments, and may increase the volatility of the Fund. To the extent the Fund
invests or hedges based on the perceived relationship between two currencies, there is a risk that the correlation between those currencies
may not behave as anticipated.
Foreign Risk.
Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure to
less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other protectionist
trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries, organizations,
companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations in foreign
currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement,
custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. The Fund may have limited or no legal recourse in the event of default
with respect to certain foreign securities. In addition, key information about the issuer, the markets or the local government or economy
may be unavailable, incomplete, or inaccurate. As a result, foreign securities may fluctuate more widely in price, and may also be less
liquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar fashion to important
economic or political developments. In addition, securities issued by U.S. entities with substantial foreign operations may involve risks
relating to political, economic, or regulatory conditions in foreign countries, as well as currency exchange rates. Regardless of where
a company is organized or its stock is traded, its performance may be affected significantly by events in regions from which it derives
its profits or in which it conducts significant operations.
Securities of
issuers traded on foreign exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities.
Trading suspensions may be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may
be applied broadly by exchanges or governmental authorities in response to market events. Suspensions may last for significant periods
of time, during which trading in the securities and in instruments that reference the securities, such as derivative instruments, may
be halted. In the event that the Fund holds material positions in such suspended securities or instruments, the Fund’s ability
to liquidate its positions or provide liquidity to investors may be compromised and the Fund could incur significant losses.
In addition, foreign markets may
perform differently than the U.S. market. Over a given period of time, foreign securities may underperform U.S. securities—sometimes
for years. The Fund could also underperform if it invests in countries or regions whose economic
performance falls short. To the extent that the Fund invests a portion of its assets in one country, state, region or currency, an adverse
economic, business or political development may affect the value of the Fund’s investments more than if its investments were not
so invested.
The effect of economic instability
on specific foreign markets or issuers may be difficult to predict or evaluate. Some national economies continue to show profound instability,
which may in turn affect their international trading and financial partners or other members of their currency bloc.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole. The value of an issuer’s securities may deteriorate because of a variety of
factors, including disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation
against the issuer, perceived poor management performance, changes in economic or political conditions or in government regulations affecting
the issuer or the competitive environment. Certain unanticipated events, such as natural disasters, may have a significant adverse effect
on the value of an issuer’s securities.
Liquidity Risk.
From time to time, the trading market for a particular investment or type of investment in which the Fund invests is or may become less
liquid or even illiquid. Illiquid investments frequently can be more difficult to purchase or sell at an advantageous price or time. An
illiquid investment means any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in
seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Judgment plays
a greater role in pricing these investments than it does in pricing investments having more active markets, and there is a greater risk
that the investments may not be sold for the price at which the Fund is carrying them. The Fund may receive illiquid securities as a result
of its investment in securities involved in restructurings. Certain investments that were liquid when the Fund purchased them may become
illiquid, sometimes abruptly, particularly during periods of increased market volatility, adverse investor perception, economic uncertainty
or changes in interest rates. Additionally, market closures due to holidays or other factors may render a security or group of securities
(e.g., securities tied to a particular country or geographic region) illiquid for a period of time, which can be extensive. An inability
to sell a portfolio position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other
investment opportunities. Market prices for such securities or other investments may be volatile. Market participants attempting to sell
the same or a similar investment at the same time as the Fund could decrease the liquidity of such investments, especially during times
of market volatility. During periods of substantial market volatility, an investment or even an entire market segment may become illiquid,
sometimes abruptly, which can adversely affect the Fund’s ability to limit losses.
Unexpected episodes of illiquidity,
including due to market or political factors, instrument or issuer-specific factors and/or unanticipated outflows or other factors, may
limit the Fund’s ability to pay redemption proceeds within the allowable time period. To meet redemption requests during periods
of illiquidity, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.
Market Capitalization
Risk. To the extent the Fund invests in securities of small-,
mid-, or large-cap companies, it takes on the associated risks. At times, any of these market capitalizations may be out of favor with
investors. Compared to small- and mid-cap companies, large-cap companies may be unable to respond as quickly to changes and opportunities
and may grow at a slower rate. As such, the return on investment in securities of large-cap companies may be less than the return on investment
in securities of small- and/or mid-cap companies. Compared to large-cap companies, small- and mid-cap companies may depend on a more limited
management group, may have a shorter history of operations, less publicly available information, less stable earnings, and limited product
lines, markets or financial resources. The securities of small- and mid-cap companies may fluctuate more widely in price than the market
as a whole, which at times can be rapid and unpredictable, may be difficult to sell when the economy is not robust or during market downturns,
and may be more affected than other types of securities by the underperformance of a sector, during market downturns, by adverse publicity
and investor perceptions, by interest rate changes and by government regulation. There may also be less trading in small- or mid-cap securities,
which means that buy and sell transactions in those securities could
have a larger
impact on a security’s price than is the case with large-cap securities and the Fund may not be able to liquidate a position at
a particular time.
The Fund defines the market capitalization
range by reference to the market capitalization range of companies in the named index. The size of companies in an index changes with
market conditions. In addition, changes to the composition of an index can change the market capitalization range of companies in the
index and, therefore, the market capitalization range of companies in which the Fund invests.
Market Volatility
Risk. Markets may be volatile and values of individual
securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political,
regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments,
and adverse investor sentiment or publicity. Changes in the financial condition of a single issuer may impact a market as a whole. Changes
in value may be temporary or may last for extended periods and may not have the same impact on all types of securities and instruments.
If the Fund sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance. Geopolitical
risks, including terrorism, tensions or open conflict between nations, or political or economic dysfunction within some nations that are
major players on the world stage or major producers of oil, may lead to overall instability in world economies and markets generally and
have led, and may in the future lead, to increased market volatility and may have adverse long-term effects. Similarly, environmental
and public health risks, such as natural disasters or epidemics, or widespread fear that such events may occur, may impact markets and
economies adversely and cause market volatility in both the short- and long-term.
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents
can result from deliberate attacks (e.g., malicious software coding, ransomware, or “hacking”) or unintentional events (e.g.,
inadvertent release of confidential information). A cybersecurity incident could, among other things, result in the loss or theft of customer
data or funds, customers or employees being unable to access electronic systems (“denial of services”), loss or theft of
proprietary information or corporate data, physical damage to a computer or network system, or remediation costs associated with system
repairs. A cybersecurity incident may not permit the Fund and its service providers to access electronic systems to perform critical duties
for the Fund, such as trading and calculating net asset value. Any cybersecurity incident could have a substantial adverse impact on the
Fund and its shareholders.
The occurrence of any of these problems
could result in a loss of information, regulatory scrutiny, reputational damage and other consequences, any of which could have a material
adverse effect on the Fund or its shareholders. The Manager, through its monitoring and oversight of Fund service providers, endeavors
to determine that service providers take appropriate precautions to avoid and mitigate risks that could lead to such problems. While the
Manager has established business continuity plans and risk management systems seeking to address these problems, there are inherent limitations
in such plans and systems, and it is not possible for the Manager or the other Fund service providers to identify all of the cybersecurity
or other operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence
or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and operations, and require ready
access to the internet to conduct their business. Thus, cybersecurity incidents could also affect issuers of securities in which the Fund
invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology's effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale,
and
speed of cybersecurity attacks. AI's role in increasing automation raises concerns about job displacement and may lead to economic and
social disruptions. The unpredictable nature of AI's impact on market dynamics complicates traditional risk assessment models, making
it challenging to identify risks and opportunities using historical data. Legal and regulatory frameworks governing AI's use, particularly
concerning data privacy and protection, are evolving rapidly. These changes could materially alter how AI is used, which may negatively
impact the Fund.
Private Placements
and Other Restricted Securities Risk. Private placements
and other restricted securities, including securities for which Fund management has material non-public information, are securities that
are subject to legal and/or contractual restrictions on their sales. These securities may not be sold to the public unless certain conditions
are met, which may include registration under the applicable securities laws. These securities may not be listed on an exchange and may
have no active trading market. As a result of the absence of a public trading market, the prices of these securities may be more volatile
and more difficult to determine than publicly traded securities and these securities may involve heightened risk as compared to investments
in securities of publicly traded companies. Private placements and other restricted securities may be illiquid, and it frequently can
be difficult to sell them at a time when it may otherwise be desirable to do so or the Fund may be able to sell them only at prices that
are less than what the Fund regards as their fair market value. A security that was liquid at the time of purchase may subsequently become
illiquid. In addition, transaction costs may be higher for private placements and other restricted securities. The Fund may have to bear
the expense of registering such securities for sale and there may be substantial delays in effecting the registration. If, during such
a delay, adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed at the time it decided
to seek registration of the securities. In addition, the Fund may get only limited information about the issuer of a private placement
or other restricted security, so it may be less able to anticipate a loss. Also, if Fund management receives material non-public information
about the issuer, the Fund may, as a result, be legally prohibited from selling the securities.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the
interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies and markets in ways that
cannot be foreseen at this time.
Some countries, including the U.S.,
have adopted more protectionist trade policies, which is a trend that appears to be continuing globally. Slowing global economic growth,
the rise in protectionist trade policies, inflationary pressures, changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions, including the U.S. and other foreign nations, political
or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment,
commodity prices and currency values could affect the economies
and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on the U.S. dollar, may change foreign demand for U.S. assets
in ways that cannot be foreseen, which could have a negative impact on certain issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic
slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market volatility or reduce liquidity
in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular
issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets. Any of these could cause an increase
in market volatility, reduce liquidity across various markets or decrease confidence in the markets. Also, regulators have expressed concern
that changes in interest rates may cause investors to sell fixed income securities faster than the market can absorb them, contributing
to price volatility. Historical patterns of correlation among asset classes may break down in unanticipated ways during times of high
volatility, disrupting investment programs and potentially causing losses.
Regulators in the U.S. adopted a
number of changes to regulations involving the markets and issuers, some of which implicate a Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit a Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact its performance. Additionally, it is possible that such regulations could be
further revised or rescinded, which creates material uncertainty on their impact to the Fund.
Regulators in the U.S. have issued
an order granting exemptive relief to permit funds to offer both mutual fund share classes and ETF share classes. There are structural
and operational differences between mutual funds and ETFs, which give rise to different
shareholder
rights along with other differences in this structure, including differences in portfolio transaction costs and distributions. Any use
of this structure by a Fund, if available to it, would be subject to the terms and conditions of such exemptive relief.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the profitability and growth of certain issuers and industries may
be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of a Fund and its investments or operations could be
negatively impacted.
Certain illnesses spread rapidly
and have the potential to significantly and adversely affect the global economy. The impact of epidemics and/or pandemics that may arise
in the future could negatively affect the economies of many nations, individual companies and the global securities and commodities markets,
including their liquidity, in ways that cannot necessarily be foreseen at the present time and could last for an extended period of time.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
China’s economy, which had
been sustained through debt-financed spending on housing and infrastructure, appears to be experiencing a significant slowdown and growing
at a lower rate than prior years. While the Chinese government appears to be taking measures to address these issues, due to the size
of China’s economy, the resolution of these issues could impact a number of other countries.
Global climate change can have potential
effects on property and security values. Certain issuers, industries and regions may be adversely affected by the impact of climate change
in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate change, including
any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries and regions.
A rise in sea levels, a change in
weather patterns, including an increase in powerful storms and large wildfires, and/or a climate-driven increase in flooding could cause
properties to lose value or become unmarketable altogether. Unlike previous declines in the real estate market, properties in affected
zones may not ever recover their value. Regulatory changes and divestment movements tied to concerns about climate change could adversely
affect the value of certain land and the viability of industries whose activities or products are seen as accelerating climate change.
Losses related to climate change
could adversely affect corporate issuers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities that
depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property and/or of corporate,
municipal or mortgage-backed securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult
to know the time period over which these market effects might unfold.
Redemption Risk.
The Fund may experience periods of large or frequent redemptions that could cause the Fund to sell assets at inopportune times, which
could have a negative impact on the Fund’s overall liquidity, or at a loss or depressed value. Redemption risk is greater to the
extent that one or more investors or intermediaries control a large percentage of investments in the Fund, have short investment horizons,
or have unpredictable cash flow needs. In addition, the risk is heightened if redemption requests are unusually large or frequent or occur
during periods of declining or illiquid markets. Large redemptions could hurt the Fund’s performance, increase transaction costs
and create adverse tax consequences.
REITs and Other
Real Estate Companies Risk. REITs and other real estate
company securities are subject to risks similar to those of direct investments in real estate and the real estate industry in general,
including, among other risks: general and local economic conditions; changes in interest rates; declines in property values; defaults
by mortgagors or other borrowers and tenants; increases in property taxes and other operating expenses; overbuilding in their sector of
the real estate market; fluctuations in rental income; lack of availability of mortgage funds or financing; extended vacancies of properties,
especially during economic downturns; changes in tax and regulatory requirements; losses due to environmental liabilities; casualty or
condemnation losses; changing social trends regarding working arrangements; or other economic, social, political, or regulatory matters
affecting the real estate industry. REITs are subject to physical risks to real property, including weather, natural disasters, terrorist
attacks, war, or
other
events that destroy real property. REITs also are dependent upon the skills of their managers, subject to heavy cash flow dependency or
self-liquidation and generally not diversified. In addition, to the extent the Fund holds interests in REITs, it is expected that investors
in the Fund will bear two layers of asset-based management fees and expenses (directly at the Fund level and indirectly at the REIT level).
Regardless of where a REIT is organized or traded, its performance may be affected significantly by events in the region where its properties
are located. Domestic REITs could be adversely affected by failure to qualify for tax-free “pass-through” of distributed
net investment income and net realized gains under the Code or to maintain their exemption from registration under the Investment Company
Act of 1940, as amended. The Code generally allows individuals and certain other non-corporate entities a deduction for 20% of qualified
REIT dividends. Regulations provide that a regulated investment company can pass the character of its qualified REIT dividends through
to its shareholders for purposes of benefiting from this deduction. An insurance company separate account or a qualified plan investing
in the Fund, however, will not be eligible to benefit from this deduction. While certain of these risk factors may affect only one or
a few real estate sectors at a time, others may affect the real estate industry broadly. For example, the value of REIT common shares
may decline when interest rates rise. During periods of high interest rates, REITs and other real estate companies may lose appeal for
investors who may be able to obtain higher yields from other income-producing investments. High interest rates may also mean that financing
for property purchases and improvements is more costly and difficult to obtain.
Most equity REITs receive a flow
of income from property rentals, which, after covering their expenses, they pay to their shareholders in the form of dividends. Equity
REITs may be affected by changes in the value of the underlying property they own, while mortgage REITs may be affected by the quality
of any credit they extend or mortgages they purchase.
REITs and other real estate company
securities tend to be small- to mid-cap securities and are subject to the risks of investing in small- to mid-cap securities. Some of
the REIT securities in which the Fund invests may be preferred stock, which receives preference in the payment of dividends.
Risk Management.
Management undertakes certain analyses with the intention of identifying particular types of risks and reducing the Fund’s exposure
to them. However, risk is an essential part of investing, and the degree of return an investor might expect is often tied to the degree
of risk the investor is willing to accept. By its very nature, risk involves exposure to the possibility of adverse events. Accordingly,
no risk management program can eliminate the Fund’s exposure to such events; at best, it may only reduce the possibility that the
Fund will be affected by adverse events, and especially those risks that are not intrinsic to the Fund’s investment program. While
the prospectus describes material risk factors associated with the Fund’s investment program, there is no assurance that as a particular
situation unfolds in the markets, management will identify all of the risks that might affect the Fund, rate their probability or potential
magnitude correctly, or be able to take appropriate measures to reduce the Fund’s exposure to them. The Fund could experience losses
if judgments about risk prove to be incorrect. Measures taken with the intention of decreasing exposure to identified risks might have
the unintended effect of increasing exposure to other risks.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in one sector, industry, or sub-sector of the market, its performance will be especially sensitive
to developments that significantly affect those sectors, industries, or sub-sectors. An individual sector, industry, or sub-sector of
the market may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all
react in the same way to economic, political or regulatory events. The Fund’s performance could also be affected if the sectors,
industries, or sub-sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely
affect performance. For a summary of the Fund’s recent sector allocations, see its most recent shareholder report. (The information
in the report is as of the date of the report and may have changed.) For information about the risks of investing in particular sectors,
see the Fund’s Statement of Additional Information.
Valuation Risk.
The Fund may not be able to sell an investment at the price at which the Fund has valued the investment. Such differences could be significant,
particularly for illiquid securities and securities that trade in relatively thin markets and/or markets that experience extreme volatility.
If market or other conditions make it difficult to value an investment, the Fund may be required to value such investments using more
subjective methods, known as fair value methodologies. Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent closing price and from the prices used by other funds to calculate their NAVs. Investors
who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower
or higher redemption proceeds, than they would have received if the Fund had not held fair-valued securities or had used a different methodology.
The value of foreign securities, certain futures, fixed income securities, and currencies may be materially affected by events after the
close of the markets on which they are traded but before the Fund determines its net asset value. The impact of a closed foreign market
on the Fund is likely to be greater if a large portion of the Fund's investments trade on that closed foreign market or when the foreign
market is closed for unscheduled reasons. The value of the Fund's investments may change on days or during time periods when investors
are not able to purchase or sell Fund shares. The Fund uses pricing services to provide values for certain securities and there is no
assurance
that the Fund
will be able to sell an investment at the price established by such pricing services. Different pricing services use different valuation
methodologies, potentially resulting in different values for the same investments. As a result, if the Fund were to change pricing services,
or if a pricing service were to change its valuation methodology, the value of the Fund’s investments could be impacted. The Fund’s
ability to value its investments in an accurate and timely manner may be impacted by technological issues and/or errors by third party
service providers, such as pricing services or accounting agents.
Value Stock Risk.
Value stocks are those stocks whose stock prices, whether based on earnings, book value, or other financial measures, do not reflect their
full economic opportunities. Value stocks may remain undervalued for extended periods of time, may decrease in value during a given period,
may not ever realize what the portfolio management team believes to be their full value or intrinsic value, or the portfolio management
team’s assumptions about intrinsic value or potential for appreciation may be incorrect. This may happen because value stocks,
as a category, lose favor with investors compared to growth stocks, because of a failure to anticipate which stocks or industries would
benefit from changing market or economic conditions, or because the stocks’ worth was misgauged. Entire industries or sectors may
lose favor with investors, and the Fund, in seeking value stocks, may focus its investments more heavily in those industries or sectors.
Value investing historically has gone in and out of favor during past market cycles. At times when value investing is out of favor, the
securities of value companies may underperform the securities of other companies.
Information about Additional Risks
and Other Practices
As discussed in the Fund’s
Statement of Additional Information, the Fund may engage in certain practices and invest in certain securities in addition to those described
as its “principal investment strategies” in the Fund Summary section. For example, should the Fund engage in borrowing or
securities lending or should the Fund use derivatives, it will be subject to the additional risks associated with these practices and
securities, some or all of which may already be included in its “principal investment strategies.”
Borrowing money, securities lending,
or using derivatives would create investment leverage, meaning that certain gains or losses would be amplified, increasing share price
movements. The Fund may, to a limited extent, use certain derivatives for hedging or investment purposes. A derivative instrument, whether
used for hedging or for speculation, could fail to perform as expected, causing a loss for the Fund.
In addition, the Fund may be an investment
option for a Neuberger fund that is managed as a “fund of funds.” As a result, from time to time, the Fund may experience
relatively large redemptions or investments and could be required to sell securities or to invest cash at a time when it is not advantageous
to do so.
In anticipation of adverse or uncertain
market, economic, political, or other temporary conditions, including during periods of high cash inflows or outflows, the Fund may temporarily
depart from its goal and use a different investment strategy (including leaving a significant portion of its assets uninvested) for defensive
purposes. Doing so could help the Fund avoid losses, but may mean lost opportunities. In addition, in doing so different factors could
affect the Fund’s performance and the Fund may not achieve its goal.
In addition, to the extent the Fund
is undergoing a transition (such as a change in strategy, rebalancing, reorganization, liquidation or experiencing large inflows or outflows)
or takes a temporary defensive position, it may deviate from its principal investment strategies during such period.
The Fund may change its goal without
shareholder approval.
Please see the Statement of Additional
Information for more information.
The Russell
3000® Index is a float-adjusted, market capitalization-weighted
index that measures the performance of the 3,000 largest U.S. public companies based on total market capitalization. The index is rebalanced
annually in June.
The Russell
Midcap® Value Index is a float-adjusted, market capitalization-weighted
index that measures the performance of the mid-cap value segment of the U.S. equity market. It includes those Russell Midcap® Index
companies with lower price-to-book ratios and lower forecasted growth rates. The index is rebalanced annually in June. Effective after
the market close on March 21, 2025, FTSE Russell implemented a capping methodology to all Russell U.S. Style Indices including this one.
Any individual company weights in the index greater than 22.5% are capped, and the sum of all individual companies that have an index
weight greater than 4.5% is capped to a 45% aggregate weight in the index. This is applied quarterly after that date, but historical index
returns will not be restated.
The Russell
Midcap® Index is a float-adjusted, market capitalization-weighted
index that measures the performance of the mid-cap segment of the U.S. equity market. It includes approximately 800 of the smallest securities
in the Russell 1000® Index. The index is rebalanced annually in June.
Neuberger Berman
Investment Advisers LLC (“Manager”), located
at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s investment manager and administrator. Neuberger Berman BD LLC
(“Distributor”), located at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s distributor. Pursuant
to an investment advisory agreement, the Manager is responsible for choosing the Fund’s investments and handling its day-to-day
business. The services provided by the Manager as the investment manager and administrator include, among others, overall responsibility
for providing all supervisory, management, and administrative services reasonably necessary for the operation of the Fund, which may include,
among others, compliance monitoring, operational and investment risk management, legal and administrative services and portfolio accounting
services. The Manager carries out its duties subject to the policies established by the Board of Trustees. The investment advisory agreement
establishes the fees the Fund pays to the Manager for its services as the Fund’s investment manager and the expenses paid directly
by the Fund. Together, the Neuberger affiliates manage approximately $567
billion in total assets (as of 3/31/2026) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2025,
the management fees (i.e., advisory and administration fees) paid to the Manager by the Fund were 0.85% of the Fund's average daily net
assets for Class S.
A discussion regarding the basis
for the Board of Trustees’ approval of the investment advisory agreement is available in the Fund's Form N-CSR for the fiscal year
ended December 31, 2025.
NBIA may engage one or more of foreign
affiliates that are not registered under the Investment Advisers Act of 1940, as amended (“participating affiliates”) in
accordance with applicable SEC no-action letters. As participating affiliates, whether or not registered with the SEC, the affiliates
may provide designated investment personnel to associate with NBIA as “associated persons” of NBIA and perform specific
advisory services for NBIA, including services for the Fund, which may involve, among other services, portfolio management and/or placing
orders for securities and other instruments. The designated employees of a participating affiliate act for NBIA and are subject to certain
NBIA policies and procedures as well as supervision and periodic monitoring by NBIA. The Fund will pay no additional fees and expenses
as a result of any such arrangements.
Neither this Prospectus nor the Statement
of Additional Information is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred
explicitly by federal or state securities laws that have not been waived. The Fund enters into contractual arrangements with various parties,
including, among others, the Manager, who provide services to the Fund. Shareholders are not parties to, or intended to be third party
beneficiaries of, those contractual arrangements. Where shareholders are not third party beneficiaries of contractual arrangements, those
contractual arrangements cannot be enforced by shareholders acting on their own behalf.
Please see the Statement of Additional
Information for additional information about each Portfolio Manager’s compensation, other accounts managed by each Portfolio Manager,
and each Portfolio Manager’s ownership of Fund shares.
Benjamin H. Nahum
is a Managing Director of the Manager. Mr. Nahum joined
the firm in 2008 and has managed the Fund since May 2021.
James F. McAree
is a Managing Director of the Manager. Mr. McAree joined
the firm in 2008 and has managed the Fund since May 2021.
Amit Solomon, PhD,
is a Managing Director of the Manager. Mr. Solomon joined the firm in 2008 and has managed the Fund since May 2021.
Rand W. Gesing is
a Senior Vice President of the Manager. Mr. Gesing joined the firm in 2008 and has managed the Fund since May 2021.
Scott A. Hoina
is a Senior Vice President of the Manager. Mr. Hoina joined the firm in 2008 and has managed the Fund since May 2024.
Kenney
Oh is a Managing Director of the Manager and has managed
the Fund since December 2025. Prior to joining the firm in 2025, Mr. Oh served as the President and CIO at another asset manager from
2022 to 2025 and Partner and Head of Public Equity at a private equity firm from 2017 to 2021.
Financial Highlights
These financial
highlights describe the performance of the Fund's Class S shares for the fiscal periods indicated.
All figures have been derived from the financial statements
audited by Ernst & Young LLP, the Fund’s independent registered public accounting firm. Their report, along with full financial
statements, appears in the Fund’s most recent Form N-CSR (see back cover).
This information does not reflect
variable contract or qualified plan fees and expenses. If such fees and expenses were reflected, returns would be less than those shown.
Please refer to the prospectus for your variable contract or your qualified plan documentation for information on their separate fees
and expenses.
Neuberger Berman Advisers
Management Trust - Mid Cap Intrinsic Value Portfolio—Class
S Shares
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Data
apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it
distributed
to investors, and how its share price changed. |
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Share
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Income
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Net
gains (losses)—realized
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Subtotal:
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Distributions
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Capital
gain distributions |
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Subtotal:
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Share
price (NAV) at end of year |
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RATIOS
(% OF AVERAGE NET ASSETS) |
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The
ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they
would
have been if certain expense reimbursement/repayment arrangements had not been in effect. |
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Net
investment income (loss)—actual
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Total
return shows how an investment in the Fund would have performed over each year, assuming all
distributions
were reinvested. The turnover rate reflects how actively the Fund bought and sold securities. |
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Net
assets at end of year (in millions of dollars) |
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Portfolio
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(1)
Calculated
based on the average number of shares outstanding during each fiscal period.
(2)
Shows
what this ratio would have been if there had been no expense reimbursement/repayment.
(3)
Does
not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are
direct shareholders of the Fund are not affected by insurance related expenses.
(4)
Would
have been lower/higher if the Manager had not reimbursed/recouped certain expenses.
Your
Investment
Buying and Selling Fund Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to this Fund.
Redemption proceeds are typically
sent out the next business day after an order is executed, and nearly always within seven days regardless of payment type. The Fund typically
expects to meet redemption requests, under both normal and stressed market conditions, by redeeming cash and cash equivalent portfolio
holdings and/or selling portfolio securities or other instruments. As stated below, and in the Fund’s Statement of Additional Information,
the Fund also reserves the right to redeem an investor’s shares in kind (i.e., providing investors with securities instead of cash),
in whole or in part to meet redemption requests in stressed market conditions and other appropriate circumstances. Redemptions in kind
may cause you to incur transaction costs to the extent you dispose of the securities redeemed in kind and the value of the securities
redeemed in kind may decrease between the time of redemption and the time of such sale. The Fund may also borrow under any available line
of credit and other available methods to meet redemption requests in both normal and stressed market conditions and other appropriate
circumstances.
Under certain circumstances, which
may include normal and stressed market conditions, the Fund reserves the right to:
■
suspend
the offering of shares
■
reject
any exchange or purchase order
■
suspend
or reject future purchase orders from any investor who has not provided timely payment to settle a purchase order
■
satisfy
an order to sell Fund shares with securities rather than cash
■
change,
suspend, or revoke the exchange privilege
■
suspend
the telephone order privilege
■
suspend
or postpone investors’ ability to sell Fund shares or postpone payments on redemptions for more than seven days, on days when trading
on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the Securities and Exchange Commission
(“SEC”)
■
remain
open and process orders to purchase or sell Fund shares when the Exchange is closed.
Frequent purchases, exchanges and
redemptions of Fund shares (“market-timing activities”) can interfere with effective Fund management and adversely affect
Fund performance in various ways, including by requiring a portfolio manager to liquidate portfolio holdings at a disadvantageous time
or price, by increasing costs (such as brokerage costs) to the Fund by requiring a portfolio manager to effect more frequent purchases
and sales of portfolio securities, and possibly by requiring a portfolio manager to keep a larger portion of Fund assets in cash, all
of which could adversely affect the interests of long-term shareholders. To discourage market-timing activities by Fund shareholders,
the Board of Trustees has adopted market-timing policies and has approved the procedures of the principal underwriter for implementing
those policies. Pursuant to such policies, the exchange privilege can be withdrawn from any investor that is believed to be “timing
the market” or is otherwise making exchanges judged to be excessive. In furtherance of these policies, under certain circumstances,
the Fund reserves the right to reject any exchange or purchase order; change, suspend or revoke the exchange privilege.
The Manager applies the Fund’s
policies and procedures with respect to market-timing activities by monitoring trading activity in the Fund, identifying excessive trading
patterns, and warning or prohibiting shareholders who trade excessively from making further purchases or exchanges of Fund shares. These
policies and procedures are applied consistently to all shareholders. Although the Fund makes efforts to monitor for market-timing activities,
the ability of the Fund to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement
plan accounts and other approved financial intermediaries may be limited in those instances in which the financial intermediary maintains
the underlying shareholder accounts. Accordingly, there can be no assurance that the Fund will be able to eliminate all market-timing
activities.
Because the Fund is offered to different
insurance companies, and for different types of variable contracts—annuities
and life insurance—and
to qualified plans, groups with different interests will share the Fund. Due to differences of tax treatment and other
considerations among these shareholders, it is possible (although not likely) that the interests of the shareholders might sometimes be
in conflict. For these reasons, the Board of Trustees of the Fund watch for the existence of any material irreconcilable conflicts and
will determine what action, if any, should be taken in the event of a conflict. If there is a conflict, it is
possible that
to resolve it, one or more insurance company separate accounts or qualified plans might be compelled to withdraw its investment in the
Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share.
The Fund is generally open for business
every day the Exchange is open. The Exchange is generally closed on all national holidays and Good Friday; Fund shares will not be priced
on those days or other days on which the Exchange is scheduled to be closed. When the Exchange is closed for unusual reasons, Fund shares
will generally not be priced although the Fund may decide to remain open and price Fund shares and in such a case, the Fund would post
a notice on www.nb.com.
The Fund normally calculates its
share price on each day the Exchange is open once daily as of 4:00 P.M., Eastern time. In the event of an emergency or other disruption
in trading on the Exchange, the Fund’s share price would still normally be determined as of 4:00 P.M., Eastern time. In general,
every buy or sell order you place will go through at the next share price calculated after your order has been received in proper form;
check with your insurance company or qualified plan administrator to find out by what time your order must be received so that it can
be processed the same day. Depending on when your insurance company or qualified plan administrator accepts orders, it is possible that
the Fund's share price could change on days when Fund shares cannot be bought or sold.
Because foreign markets may be open
on days when U.S. markets are closed, the value of foreign securities owned by the Fund could change on days when Fund shares cannot be
bought or sold. Remember, though, any purchase or sale takes place at the next share price calculated after you send your order to your
insurance company or qualified plan administrator and it is received in proper form.
The
net asset value per share of each class of the Fund is the total value of Fund assets attributable to shares of that class minus the liabilities
attributable to that class, divided by the total number of shares outstanding for that class. Because the value of the Fund's portfolio
securities changes every business day, its share price usually changes as well.
The
Fund generally values its investments based upon their last reported sale prices, market quotations, or estimates of value provided by
an independent pricing service as of the time as of which the Fund’s share price is calculated. Equity securities (including securities
issued by ETFs) and exchange-traded derivative instruments held by the Fund generally are valued by one or more independent pricing services
approved by the Manager at the last reported sale price or official closing price or, if there is no reported sale quoted on a principal
exchange or market for that security or official closing price, on the basis of market quotations. Debt securities and certain derivative
instruments that do not trade on an exchange held by the Fund generally are valued by one or more independent pricing services approved
by the Manager on the basis of market quotations and in the case of derivatives, market data about the underlying investments. Short-term
securities held by the Fund may be valued on the basis of amortized cost, unless other factors indicate that amortized cost is not an
accurate estimate of the security’s value.
Investments
in non-exchange traded investment companies are valued using the respective fund’s daily calculated net asset value per share.
The prospectuses for these funds explain the circumstances under which the funds will use fair value pricing and the effects of using
fair value pricing.
If
a valuation for a security is not available from an independent pricing service or if the Manager believes in good faith that the valuation
does not reflect the amount a Fund would receive on a current sale of that security, the Fund seeks to obtain quotations from brokers
or dealers. If such quotations are not readily available, the Fund may use a fair value estimate made according to methods approved by
the Manager. Pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended, the Board of Trustees designated the Manager
as the Fund’s valuation designee. As the Fund’s valuation designee, the Manager is responsible for determining fair value
in good faith for any and all Fund investments. The Fund may also use these methods to value certain types of illiquid securities. Fair
value pricing generally will be used if the market in which a portfolio security trades closes early or if trading in a particular security
was halted during the day and did not resume prior to the time as of which a Fund’s share price is calculated.
The
Fund may also fair value securities that trade in a foreign market if significant events that appear likely to affect the value of those
securities occur between the time the foreign market closes and the time as of which the Fund’s share price is calculated. Significant
events may include (1) corporate actions or announcements that affect a single
issuer,
(2) governmental actions that affect securities in one sector, country or region, (3) natural disasters or armed conflicts that affect
a country or region, or (4) significant domestic or foreign market fluctuations.
For
certain foreign assets, after the relevant foreign markets have closed, a third-party vendor supplies evaluated, systematic fair value
pricing based upon analysis of historical correlation of multiple factors. In the case of both foreign equity and foreign income securities,
in the absence of precise information about the market values of these foreign securities as of the time as of which a Fund’s share
price is calculated, the Manager has determined on the basis of available data that prices adjusted or evaluated in this way are likely
to be closer to the prices a Fund could realize on a current sale than are the prices of those securities established at the close of
the foreign markets in which the securities primarily trade. Please see the Funds’ Statement of Additional Information for additional
detail about the Funds’ fair valuation practices.
The
effect of using fair value pricing is that a portfolio security will be priced based on the subjective judgment of the Manager, operating
under procedures approved by the Manager, instead of being priced using valuations from an independent pricing service. Fair value pricing
can help to protect the Fund by reducing arbitrage opportunities available to short-term traders, but there is no assurance that fair
value pricing will completely prevent dilution of the Fund’s net asset value by such traders.
Trading
in securities on many foreign exchanges is normally completed before the Fund calculates its net asset value. In addition, foreign markets
may be open on days when U.S. markets are closed. As a result, the value of foreign securities owned by the Fund could change at times
or on days when the Fund’s net asset value is not calculated, when Fund shares do not trade, and when sales and redemptions of
Fund shares do not occur.
While the Manager may serve as the
adviser or sub-adviser of other funds that have similar names, goals, and strategies as the Fund, there may be certain differences between
the Fund and these other funds in matters such as size, cash flow patterns and tax matters, among others. As a result, there could also
be differences in performance.
The Fund uses a “multiple
class” structure. The Fund offers Class I and Class S shares that have identical investment programs, but may have different fee
waivers and different arrangements for distribution and shareholder servicing and, consequently, different expenses. Shares of a class
to which a fee waiver applies may not be available to all investors in the Fund. Rather, they will be made available to investors meeting
eligibility criteria outlined in the prospectuses for such share classes. This prospectus relates only to Class S shares of the Fund.
Distributions.
The Fund pays out to shareholders of record any net income and net realized capital gains. Ordinarily, the Fund makes distributions once
a year, in October. All dividends and other distributions received by shareholders of record are automatically reinvested in Fund shares.
How distributions
and transactions are taxed. Dividends and other distributions
made by the Fund, as well as transactions in Fund shares, generally are not taxable, except to the extent described in your qualified
plan documentation or variable contract prospectus. Please consult such documents for more information.
Other tax-related
considerations. The Fund intends to continue to qualify
for treatment as a “regulated investment company” for federal tax purposes (“RIC”) by satisfying the requirements
under Subchapter M of Chapter 1 of Subtitle A (“Subchapter M”) of the Internal Revenue Code of 1986, as amended (“Code”).
As a RIC, the Fund is not subject to federal income tax on its ordinary income and net realized capital gains that it distributes to its
shareholders. It is the Fund’s intention to distribute all such income and gains for each taxable year.
Because the Fund is offered to, among
others, insurance company separate accounts (each, a “Separate Account”) to fund variable contracts, it must meet special
diversification standards beyond those that apply to RICs in general under Subchapter M. That is so because Section 817(h) of the Code
and the regulations thereunder require that a Separate Account be “adequately diversified” (see the next paragraph for certain
rules regarding that term) in order for the tax deferral for variable contracts based thereon to apply. In determining whether a Separate
Account is so diversified, the Separate Account may “look-through” a RIC that satisfies certain criteria–which
the Fund has done for each past taxable year and intends to continue to do–and treat the RIC’s assets as its
own. If the Fund’s assets failed to meet those diversification standards, you could be subject to adverse tax consequences–for
example, distributions of the net income earned and net
gains realized by the Fund to the Separate Accounts that are invested in
the Fund (“Fund
Accounts”) would generate a current tax liability for you instead of the tax deferral mentioned above. Accordingly, the Fund intends
to continue to comply with the diversification requirements of Section 817(h) and the regulations so that owners of the variable contracts
based on the Fund Accounts will not be subject to federal tax on distributions from the Fund to those Accounts.
Under the relevant regulations, a
Separate Account is deemed to be adequately diversified if (1) no more than 55% of the value of the account’s total assets is represented
by any one investment, (2) no more than 70% of that value is represented by any two investments, (3) no more than 80% of that value is
represented by any three investments, and (4) no more than 90% of that value is represented by any four investments. Section 817(h) and
those regulations also provide, as a safe harbor, that a Separate Account will be treated as being adequately diversified if the diversification
requirements under Subchapter M are satisfied and no more than 55% of the value of its total assets is represented by cash and cash items,
government securities, and securities of other RICs. For purposes of those regulations, all securities of the same issuer are treated
as a single investment, but each U.S. government agency or instrumentality is treated as a separate issuer. It is possible that complying
with these requirements may at times call for decisions that could reduce investment performance.
The foregoing is only a summary of
some of the important federal income tax considerations generally affecting the Fund and you. Please refer to the Statement of Additional
Information for more information about the taxation of the Fund. You should refer to the prospectus for your variable contract or your
qualified plan documentation, or consult with your tax adviser, for information regarding taxes applicable to your variable contract or
qualified plan, as applicable.
Insurance
and Qualified Plan Expenses
The
fees and policies outlined in this prospectus are set by the Fund and by the Distributor. The fee information here does not include the
fees and expenses charged by your insurance company under your variable contract or by your qualified plan; for those fees and expenses,
you will need to see the prospectus for your variable contract or your qualified plan documentation.
Distribution
and Shareholder Servicing
Class
S shares of the Fund have adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 that provides for payment to
the Distributor of a fee at an annual rate of 0.25% of the Class’ average net assets to compensate financial intermediaries for
providing distribution related services to the Fund and/or administrative or shareholder services to Fund shareholders. The Distributor
may also retain part of this fee as compensation for providing these services. These fees increase the cost of investment. Because these
fees are paid out of the Fund’s assets on an ongoing basis, over the long term they could result in higher overall costs than other
types of sales charges.
Additional
Payments to Financial Intermediaries
The
Distributor and/or its affiliates pay additional compensation, out of their own resources and not as an expense of the Fund, to affiliates,
insurance companies and their affiliates, qualified plan administrators and their affiliates, and other financial intermediaries in connection
with the sale, distribution, retention and/or servicing of Fund shares. The amount of these payments may be substantial and may differ
among financial intermediaries based on, for example, the level or type of services provided by a financial intermediary. These payments
are in addition to any fees paid to compensate financial intermediaries for providing distribution related services to the Fund and/or
administrative or shareholder services to Fund shareholders. These arrangements are separately negotiated between the Distributor and/or
its affiliates, and the recipients of these payments and/or their affiliates. If your financial intermediary receives such payments, these
payments may compensate the financial intermediary for providing services to you as a variable contract owner or qualified plan participant,
and may also provide an incentive for the financial intermediary to make the Fund’s shares available to you, or recommend the Fund
to you, as a current or prospective variable contract owner or qualified plan participant, and therefore promote distribution of the Fund’s
shares. Please speak with your insurance company, qualified plan administrator or other financial intermediary to learn more about any
payments it receives from the Distributor and/or its affiliates, as well as fees and/or commissions the financial intermediary charges.
You should also consult disclosures made by your financial intermediary at the time of purchase. Any such payments by the Distributor
or its affiliates will not change the net asset value or the price of the Fund’s shares. For more information, please see the Fund’s
Statement of Additional Information.
Portfolio Holdings
Policy
A description of the Fund’s
policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement
of Additional Information.
The complete portfolio holdings for
the Fund are available at www.nb.com/holdings (click on the tab with the name of the relevant Fund). The complete portfolio holdings for
the Fund are generally posted 15-30 days after each month-end.
The Fund’s complete portfolio
holdings will remain available at this website until the subsequent month-end holdings have been posted. Complete portfolio holdings for
the Fund will also be available in reports on Form N-PORT and Form N-CSR filed with the SEC. Historical portfolio holdings are available
upon request.
Generally, no earlier than five business
days after month-end, the Fund may publicly disclose via various shareholder and public communications, such as portfolio manager commentaries,
fact sheets or other marketing materials, which will be publicly available at www.nb.com, certain portfolio characteristics and partial
information concerning portfolio holdings for the month as of month-end, including but not limited to: up to the top 10 holdings of the
Fund (if the Fund engages in short selling, it may also disclose up to the top 10 short positions); up to the top 10 holdings that contributed
to and/or detracted from performance or were the best and/or worst performers; sector breakdowns or changes to portfolio composition (e.g.,
buys and sells). This information will typically remain available at this website until information for the subsequent month has been
posted; however, to comply with Rule 30e-3 under the Investment Company Act of 1940, as amended, quarter-end information may be retained
on this website for the Fund’s previous fiscal year. The Fund may also post intra-month updates to holdings and certain portfolio
characteristics to www.nb.com. Any such intra-month update would be in addition to and not in lieu of the holdings disclosure policies
described above.
NEUBERGER
BERMAN ADVISERS MANAGEMENT TRUST
Mid Cap Intrinsic
Value Portfolio (Class S) Shares
If you would like further details
on this Fund you can request a free copy of the following documents:
Shareholder Reports
and Form N-CSR. Additional information about the Fund’s
investments is available in the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR. In the Fund’s annual
report, you will find the Fund’s performance data and a discussion by the Portfolio Managers about strategies and market conditions
that significantly affected the Fund’s performance during the last fiscal year. In Form N-CSR, you will find the Fund’s
annual and semi-annual financial statements.
Statement of Additional
Information (SAI). The SAI contains more comprehensive
information on the Fund, including: various types of securities and practices, and their risks, investment limitations and additional
policies and information about the Fund’s management and business structure. The SAI is hereby incorporated by reference into this
prospectus, making it legally part of the prospectus.
Investment Manager: Neuberger
Berman Investment Advisers LLC
You can obtain a shareholder report,
SAI, and other information such as financial statements from your financial intermediary, or from:
Neuberger Berman
Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104
800-877-9700
212-476-8800
Website: www.nb.com
Reports and other
information about the Fund are available on the EDGAR Database on the SEC’s website at http://www.sec.gov, and copies of this information
may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].
The Fund’s
current net asset value per share is made available at: http://www.nb.com/amtportfolios/performance.
The
“Neuberger Berman” and “Neuberger”
names and logos and “Neuberger Berman Investment Advisers
LLC” are registered service marks of Neuberger Berman Group LLC. The individual Fund name in this prospectus is either a service
mark or a registered service mark of Neuberger Berman Investment Advisers LLC. ©2026 Neuberger Berman BD LLC, distributor. All rights
reserved.
SEC
File Number: 811-4255
F0157 05/26
Neuberger
Berman Advisers Management Trust
Quality
Equity Portfolio—Class
I Shares |
Prospectus
May 1, 2026
These securities, like the securities
of all mutual funds, have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange
Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
Contents
Neuberger
Berman Advisers Management Trust
The Fund is offered to certain life
insurance companies to serve as an investment vehicle for premiums paid under their variable annuity and variable life insurance contracts
(each, a “variable contract”) and to certain qualified pension and other retirement plans (each, a “qualified plan”).
Fund
Summary
The Fund seeks long-term growth of
capital by investing primarily in securities of companies that meet the Fund’s Sustainable
Investing Criteria.
These tables describe the fees and
expenses that you may pay if you buy, hold or sell shares of the Fund. These tables do not reflect any fees and expenses charged by your
insurance company under your variable contract or by your qualified plan. If the tables did reflect such fees and expenses, the overall
expenses would be higher than those shown. Please refer to the prospectus for your variable contract or your qualified plan documentation
for information on their separate fees and expenses.
Shareholder
Fees (fees paid directly
from your investment) |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a % of the value of your investment) |
|
|
|
|
Distribution
and/or shareholder service (12b-1) fees |
|
|
|
|
Total
annual operating expenses |
|
The expense example can help you
compare costs among mutual funds. The example assumes that you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return each year, and that the Fund’s expenses were those
in the table. Actual performance and expenses may be higher or lower.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs. These costs, which are not reflected in annual operating expenses or in the example, affect the
Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 9%
of the average value of its portfolio.
Principal
Investment Strategies
To pursue its goal, the Fund seeks
to invest predominantly in common stocks of mid- to large-capitalization companies that the Portfolio Manager believes to be high-quality
selected in accordance with the Fund’s Sustainable Investing Criteria,
which is described further below. The Fund defines “predominantly”
for this purpose to mean at least 80% of the Fund’s net assets at the time of initial purchase. The Fund defines mid-capitalization
companies as those with a total market capitalization of $2 billion and above and large-capitalization companies as those with a total
market capitalization of $10 billion and above, both at the time of initial purchase. Please see the Statement of Additional Information
for a detailed description of the Fund’s Sustainable Investing Criteria.
The Portfolio Manager employs a fundamental,
research-driven approach to stock selection and portfolio construction, with a focus on long term sustainability issues that, in the judgement
of the Portfolio Manager, are financially material.
This sustainable investment approach
seeks to identify high quality, well-positioned companies with leadership that the Portfolio Manager believes exhibits management integrity
and are focused on sustainability issues relevant to their business. In doing such, the Portfolio Manager seeks to identify companies
with certain practices, including (i) clear and relevant communication regarding management’s understanding, commitment to, and
prioritization of, sustainability issues relevant to the business; (ii) identification and disclosure of material sustainability considerations
and management objectives (e.g., sustainability-linked goals
2
Quality Equity Portfolio (Class I)
and targets,
including their supply chain, or executive compensation frameworks linked to such goals and targets); and/or (iii) board-level oversight
on material sustainability issues.
In seeking to identify companies
that the Portfolio Manager believes to be high-quality, the Portfolio Manager looks for the following characteristics: solid balance sheets,
durable business franchise with a sound business model (i.e., established businesses focused on long-term profitability and cash flow),
high-integrity management teams with a history of successfully allocating capital and generating returns for shareholders, and a conservative
capital structure. Furthermore, among companies that meet these criteria, the Portfolio Manager looks for companies exhibiting characteristics
that in the Portfolio Manager’s judgement are consistent with Quality at a Reasonable Price (“QARP”). In determining
his assessment of valuation, the Portfolio Manager may consider, return on invested capital (“ROIC”), his assessment of
future economic earnings, free cash flow analysis, multiples of price to earnings, revenues, book values, or other fundamental metrics,
with the objective of buying what the Portfolio Manager believes to be higher-quality companies at a reasonable price. While these judgments
are inevitably subjective and may be informed by both internally generated and third-party metrics, the Portfolio Manager endeavors to
avoid companies that do not meet his QARP investment framework.
Among companies that meet these criteria,
the Portfolio Manager focuses on identifying companies that show leadership in financially material environmental,
social and
governance considerations,
including: (i) environmental issues; (ii) safe and equitable
workplace practices; (iii) constructive community relations; (iv) supply chain issues; (v) product integrity (e.g., safety, quality) and
(vi) disclosure and sustainability reporting.
Consistent with the Portfolio Manager’s
focus on selecting companies in accordance with the Fund’s Sustainable Investing Criteria, the Portfolio Manager focuses on identifying
companies that are responsive to financially material environmental issues, including those that have identified and communicated climate-related
risks and opportunities, have identified and communicated net-zero transition plans, have committed to or are transitioning to facilitate
global decarbonization and/or the reduction of other greenhouse gas emissions; are agents of favorable change in workplace policies (particularly
for women and minorities); are committed to upholding universal human rights standards; and are good corporate citizens. The Portfolio
Manager judges companies on their corporate citizenship overall, considering their accomplishments as well as their goals. While these
judgments are inevitably subjective, consistent with the Fund’s focus on selecting companies in accordance with the Fund’s
Sustainable Investing Criteria, the Portfolio Manager endeavors to avoid companies that derive revenue from gambling or the production
of alcohol, tobacco, weapons, nuclear power or private prisons. Consistent with the Portfolio Manager’s fundamental approach to
stock selection and in an effort to enhance shareholder value, the Portfolio Manager may engage with companies on a variety of topics,
including but not limited to, environmental impact, workplace policies, community relations, product integrity, supply chains, governance
and disclosure practices, and other emerging issues.
Although the Fund invests primarily
in domestic stocks, it may also invest in stocks of foreign companies. The Fund seeks to reduce risk by investing across many different
industries. The Fund may invest in exchange
traded funds
(“ETFs”).
The Fund is a non-diversified fund,
which means that it can invest more of its assets in fewer companies than a diversified fund.
The Portfolio Manager follows a disciplined
selling strategy and may sell a security if the Portfolio Manager believes it is unattractively valued, if a company’s business
fails to perform as expected, or when other opportunities appear more attractive.
The Fund will not change its strategy
of normally investing at least 80% of its net assets in equity securities, without providing shareholders at least 60 days’
notice. For this purpose, equity securities include common
stock, preferred
stock and securities convertible into common or preferred stock.
PRINCIPAL
INVESTMENT RISKS
Most of the Fund’s performance
depends on what happens in the stock market, the Portfolio Manager's evaluation of those developments, and the success of the Portfolio
Manager in implementing the Fund's investment strategies. The market's behavior can be difficult to predict, particularly in the short
term. There can be no guarantee that the Fund will achieve its goal. The Fund may take temporary defensive and cash management positions;
to the extent it does, it will not be pursuing its principal investment strategies.
The actual risk exposure taken by
the Fund in its investment program will vary over time, depending on various factors including the Portfolio Manager's evaluation of issuer,
political, regulatory, market, or economic developments. There can be no guarantee that the Portfolio Manager will be successful in his
attempts to manage the risk exposure of the Fund or will appropriately evaluate or weigh the multiple factors involved in investment decisions,
including issuer, market and/or instrument-specific analysis and valuation.
3
Quality Equity Portfolio (Class I)
The
Fund is a mutual fund, not a bank deposit, and is not guaranteed or insured by the Federal Deposit Insurance Corporation or any other
government agency. The value of your investment
may fall, sometimes sharply, and you could lose money by investing in the Fund.
Each of the following risks, which
are described in alphabetical order and not in order of any presumed importance, can significantly affect the Fund’s performance.
The relative importance of, or potential exposure as a result of, each of these risks will vary based on market and other investment-specific
considerations.
Currency Risk.
Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar. To the extent that the Fund invests
in securities or other instruments denominated in or indexed to foreign currencies, changes in currency exchange rates could adversely
impact investment gains or add to investment losses. Currency exchange rates may fluctuate significantly over short periods of time and
can be affected unpredictably by various factors, including investor perception and changes in interest rates; intervention, or failure
to intervene, by U.S. or foreign governments, central banks, or supranational entities; or by currency controls or political or regulatory
developments in the U.S. or abroad.
Foreign Risk.
Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure to
less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other protectionist
trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries, organizations,
companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations in foreign
currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement,
custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. As a result, foreign securities may fluctuate more widely in price,
and may also be less liquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar
fashion to important economic or political developments. In addition, foreign markets may perform differently than the U.S. market. The
effect of economic instability on specific foreign markets or issuers may be difficult to predict or evaluate. Regardless of where a company
is organized or its stock is traded, its performance may be affected significantly by events in regions from which it derives its profits
or in which it conducts significant operations.
Securities of issuers traded on foreign
exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities. Trading suspensions may
be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may be applied broadly by
exchanges or governmental authorities in response to market events. In the event that the Fund holds material positions in such suspended
securities or instruments, the Fund’s ability to liquidate its positions or provide liquidity to investors may be compromised and
the Fund could incur significant losses.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole.
The Fund's portfolio may contain
fewer securities than the portfolios of other funds, which increases the risk that the value of the Fund could go down because of the
poor performance of one or a few investments.
Liquidity Risk.
From time to time, the trading market for a particular investment in which the Fund invests, or a particular type of instrument in which
the Fund is invested, may become less liquid or even illiquid. Illiquid investments frequently can be more difficult to purchase or sell
at an advantageous price or time, and there is a greater risk that the investments may not be sold for the price at which the Fund is
carrying them. Certain investments that were liquid when the Fund purchased them may become illiquid, sometimes abruptly. Additionally,
market closures due to holidays or other factors may render a security or group of securities (e.g., securities tied to a particular country
or geographic region) illiquid for a period of time. An inability to sell a portfolio position can adversely affect the Fund’s
value or prevent the Fund from being able to take advantage of other investment opportunities. Market prices for such securities or other
investments may be volatile. During periods of substantial market volatility, an investment or even an entire market segment may become
illiquid, sometimes abruptly, which can adversely affect the Fund’s ability to limit losses.
Unexpected episodes of illiquidity,
including due to market or political factors, instrument or issuer-specific factors and/or unanticipated outflows or other factors, may
limit the Fund’s ability to pay redemption proceeds within the allowable time period. To meet redemption requests during periods
of illiquidity, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.
Market Volatility
Risk. Markets may be volatile and values of individual
securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political,
regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments,
and adverse
4
Quality Equity Portfolio (Class I)
investor sentiment
or publicity. Geopolitical and other risks, including environmental and public health risks may add to instability in world economies
and markets generally. Changes in value may be temporary or may last for extended periods. If the Fund sells a portfolio position before
it reaches its market peak, it may miss out on opportunities for better performance.
Mid- and Large-Cap
Companies Risk. At times, mid- and large-cap companies
may be out of favor with investors. Compared to smaller companies, large-cap companies may be unable to respond as quickly to changes
and opportunities and may grow at a slower rate. Compared to larger companies, mid-cap companies may depend on a more limited management
group, may have a shorter history of operations, less publicly available information, less stable earnings, and limited product lines,
markets or financial resources. The securities of mid-cap companies are often more volatile and less liquid than the securities of larger
companies and may be more affected than other types of securities by the underperformance of a sector, during market downturns, by adverse
publicity and investor perceptions, by interest rate changes and by government regulation.
Non-Diversified
Fund Risk. The
Fund is classified as non-diversified. As such, the percentage of the Fund’s assets invested in any single issuer or a few issuers
is not limited as much as it is for a fund classified as diversified. Investing a higher percentage of its assets in any one or a few
issuers could increase the Fund’s risk of loss and its share price volatility, because the value of its shares would be more susceptible
to adverse events affecting those issuers.
Other Investment
Company Risk. To the extent the Fund invests in other investment
companies, including money market funds and exchange-traded funds (ETFs), its performance will be affected by the performance of those
other investment companies. Investments in other investment companies are subject to the risks of the other investment companies’
investments, as well as to the other investment companies’ expenses.
An ETF is subject to ETF specific
risks and may trade in the secondary market at a price below the value of its underlying portfolio, may not be liquid and may be halted
by the listing exchange. An actively managed ETF’s performance will reflect its adviser’s ability to make investment decisions
that are suited to achieving the ETF’s investment objectives. A passively managed ETF may not replicate the performance of the
index it intends to track.
Private Companies
and Pre-IPO Investments Risk. Investments in private companies,
including companies that have not yet issued securities publicly in an initial public offering (“IPO”) (“pre-IPO
shares”), involve greater risks than investments in securities of companies that have traded publicly on an exchange for extended
periods of time. Investments in these companies are generally less liquid than investments in securities issued by public companies and
may be difficult for the Fund to value. Compared to public companies, private companies may have a more limited management group and limited
operating histories with narrower, less established product lines and smaller market shares, which may cause them to be more vulnerable
to competitors’ actions, market conditions and consumer sentiment with respect to their products or services, as well as general
economic downturns. In addition, private companies may have limited financial resources and may be unable to meet their obligations. The
Fund may only have limited access to a private company’s actual financial results and there is no assurance that the information
obtained by the Fund is reliable. These companies may not ever issue shares in an IPO and a liquid market for their shares may never develop,
which could adversely affect the Fund’s liquidity. If the company does issue shares in an IPO, IPOs are risky and volatile and
may cause the value of the Fund’s investment to decrease significantly. Moreover, because securities issued by private companies
are generally not freely or publicly tradable, the Fund may not have the opportunity to purchase, or the ability to sell, these securities
in the amounts, or at the prices, the Fund desires.
Issuer Specific
Risk. As of March 31, 2026, approximately 5% of the Fund’s
net assets are invested in Space Exploration Technologies Corp. (“Space X”), which is a private company with limited to
no liquidity and restrictions on transfer of the stock. As noted above, pre-IPO investments may be subject to additional contractual restrictions
on resale that would prevent the Fund from selling the company’s securities for a period of time following any IPO and we expect
this to impact the Fund’s ability to sell Space X shares for a period of time following any IPO. Even after any such contractual
restrictions expire, market liquidity for the shares may be limited, and the market price may be volatile, especially if all shares subject
to such contractual restrictions are sold at the same time by the Fund and other market participants, which could negatively affect the
Fund’s ability to sell shares at favorable prices.
Before investing in the Fund, investors
should carefully consider publicly available information about Space X. There can be no assurances that the Fund will maintain its investment
in Space X. However, for so long as the Fund maintains a significant investment in Space X, the Fund’s performance will be significantly
affected by the performance of Space X both pre- and post-any IPO. In addition, the Fund could be adversely impacted by developments affecting
space-related industries, artificial intelligence industries, social media, as well as market perceptions and sentiment and regulatory
developments related to these industries and areas or to Space X or its management. Unanticipated outflows from the Fund or other factors,
such as a general market downturn, could increase the Fund’s exposure to Space X and could limit
5
Quality Equity Portfolio (Class I)
the
Fund’s ability to pay redemption proceeds or could force the Fund to sell Space X or its other securities at an unfavorable time
and/or under unfavorable conditions.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the
interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies and markets in ways that
cannot be foreseen at this time.
Some countries, including the U.S.,
have adopted more protectionist trade policies, which is a trend that appears to be continuing globally. Slowing global economic growth,
the rise in protectionist trade policies, inflationary pressures, changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions, including the U.S. and other foreign nations, political
or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment,
commodity prices and currency values could affect the economies
and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on the U.S. dollar, may change foreign demand for U.S. assets
in ways that cannot be foreseen, which could have a negative impact on certain issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic
slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market volatility or reduce liquidity
in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular
issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets. Any of these could cause an increase
in market volatility, reduce liquidity across various markets or decrease confidence in the markets.
Regulators in the U.S. have adopted
a number of changes to regulations involving the markets and issuers, some of which apply to the Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit the Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the Fund.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the profitability and growth of certain issuers and industries may
be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of the Fund and its investments or operations could
be negatively impacted.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
Global climate change can have potential
effects on property and security values. Certain issuers, industries and regions may be adversely affected by the impact of climate change
in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate change, including
any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries and regions.
Redemption Risk.
The Fund may experience periods of large or frequent redemptions that could cause the Fund to sell assets at inopportune times, which
could have a negative impact on the Fund’s overall liquidity, or at a loss or depressed value. Redemption risk is greater to the
extent that one or more investors or intermediaries control a large percentage of investments in
6
Quality Equity Portfolio (Class I)
the Fund and
the risk is heightened during periods of declining or illiquid markets. Large redemptions could hurt the Fund’s performance, increase
transaction costs, and create adverse tax consequences.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in particular sectors, its performance will be especially sensitive to developments that significantly
affect those sectors. Individual sectors or sub-sectors may be more volatile, and may perform differently, than the broader market. The
industries that constitute a sector may all react in the same way to economic, political or regulatory events.
Sustainable Investing
Criteria Risk. The Fund’s application of its Sustainable
Investing Criteria is designed and utilized to help identify companies that demonstrate the potential to create economic value or reduce
risk; however, as with the use of any investment criteria in selecting a portfolio, there is no guarantee that the criteria used by the
Fund will result in the selection of issuers that will outperform other issuers, or help reduce risk in the portfolio. Investing based
on the Fund’s Sustainable Investing Criteria is qualitative and subjective by nature and there is no guarantee that the criteria
used by the Fund will reflect the beliefs or values of any particular investor. The use of the Fund’s Sustainable Investing Criteria
could also affect the Fund’s exposure to certain issuers, sectors or industries, and could impact the Fund’s investment
performance depending on whether the Sustainable Investing Criteria used are ultimately reflected in the market. Information used to evaluate
the Fund’s application of its Sustainable Investing Criteria, like other information used to identify companies in which to invest,
may not be readily available, complete, or accurate, which could negatively impact the Fund’s performance or create additional
risk in the portfolio.
Value Stock Risk.
Value stocks are those stocks whose stock prices, whether based on earnings, book value, or other financial measures, do not reflect their
full economic opportunities. Value stocks may remain undervalued for extended periods of time, may decrease in value during a given period,
may not ever realize what the portfolio management team believes to be their full value, or the portfolio management team’s assumptions
about intrinsic value or potential for appreciation may be incorrect. This may happen, among other reasons, because of a failure to anticipate
which stocks or industries would benefit from changing market or economic conditions or investor preferences.
A summary of the
Fund’s additional principal investment risks is as follows:
Risk of Increase
in Expenses. A decline in the Fund’s average net
assets during the current fiscal year due to market volatility or other factors could cause the Fund’s expenses for the current
fiscal year to be higher than the expense information presented in “Fees and Expenses.”
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents
can result from deliberate attacks or unintentional events. It is not possible for the Manager or the other Fund service providers to
identify all of the cybersecurity or other operational risks that may affect the Fund or to develop processes and controls to completely
eliminate or mitigate their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data
storage and operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology’s effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may
7
Quality Equity Portfolio (Class I)
lead
to economic and social disruptions. The unpredictable nature of AI’s impact on market dynamics complicates traditional risk assessment
models, making it challenging to identify risks and opportunities using historical data. Legal and regulatory frameworks governing AI’s
use, particularly concerning data privacy and protection, are evolving rapidly. These changes could materially alter how AI is used, which
may negatively impact the Fund.
Risk Management.
Risk is an essential part of investing. No risk management program can eliminate the Fund’s exposure to adverse events; at best,
it may only reduce the possibility that the Fund will be affected by such events, and especially those risks that are not intrinsic to
the Fund’s investment program. The Fund could experience losses if judgments about risk prove to be incorrect.
Valuation Risk.
The Fund may not be able to sell an investment at the price
at which the Fund has valued the investment. Such differences could be significant, particularly for illiquid securities and securities
that trade in relatively thin markets and/or markets that experience extreme volatility. If market or other conditions make it difficult
to value an investment, the Fund may be required to value such investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that is different from an investment’s most recent price
and from the prices used by other funds to calculate their NAVs. The Fund uses pricing services to provide values for certain securities
and there is no assurance that the Fund will be able to sell an investment at the price established by such pricing services. The Fund’s
ability to value its investments in an accurate and timely manner may be impacted by technological issues and/or errors by third party
service providers, such as pricing services or accounting agents.
The following bar chart and table
provide an indication of the risks of investing in the Fund. The
bar chart shows how the Fund’s performance has varied from year to year. The table below the bar chart shows what the returns would
equal if you averaged out actual performance over various lengths of time and compares the returns with the returns of a broad based market
index. The index, which is described in “Description of Index” in the prospectus, has characteristics relevant
to the Fund’s investment strategy. The performance information does not reflect variable contract or qualified plan fees and expenses.
If such fees and expenses were reflected, returns would be less than those shown. Please refer to the prospectus for your variable contract
or your qualified plan documentation for information on their separate fees and expenses.
Returns would have been lower if
Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of the investment management fees
during certain of the periods shown.
As of May 16, 2024, the Fund changed
its investment policy to become “non-diversified” under the Investment Company Act of 1940. Its performance prior to this
change might have been different if current policies had been in effect.
Past
performance is not a prediction of future results. Visit www.nb.com
or call 800-877-9700 for updated performance
information.
year-by-year
% Returns as of 12/31 each year
8
Quality Equity Portfolio (Class I)
average
annual total % returns as of 12/31/25
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S&P
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Neuberger Berman Investment Advisers
LLC (“Manager”) is the Fund’s investment manager.
The Fund is managed by Daniel P.
Hanson, CFA (Managing Director of the Manager). Mr. Hanson has managed the Fund since April 2022.
Buying
and Selling Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to the Fund.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share. When shares are bought or sold, the share price will be the
next share price calculated after the order has been received in proper form. Shares of the Fund may be purchased or redeemed (sold) on
any day the New York Stock Exchange is open.
Distributions made by the Fund to
an insurance company separate account or a qualified plan, and exchanges and redemptions of Fund shares made by a separate account or
qualified plan, ordinarily do not cause the contract holder or plan participant to recognize income or gain for federal income tax purposes.
Please see your variable contract prospectus or the governing documents of your qualified plan for information regarding the federal income
tax treatment of the distributions to the applicable separate account or qualified plan and the holders of the contracts or plan participants,
respectively.
Payments
to Financial Intermediaries
Neuberger Berman BD LLC and/or its
affiliates may pay insurance companies or their affiliates, qualified plan administrators, broker-dealers or other financial intermediaries,
for services to current and prospective variable contract owners and qualified plan participants who choose the Fund as an investment
option. These payments may create a conflict of interest by influencing the financial intermediary and its employees to recommend the
Fund over another investment or make the Fund available to their current or prospective variable contract owners and qualified plan participants.
Ask your financial intermediary or visit its website for more information.
9
Quality Equity Portfolio (Class I)
Descriptions of
Certain Practices and Security Types
Sustainable Investing.
Funds that follow environmental, social and governance considerations seek positive social and environmental impact in addition to economic
success. They are designed to allow investors to put their money to work and also support companies that follow principles of good corporate
citizenship.
Foreign Stocks.
There are many promising opportunities for investment outside the United States. Foreign markets can respond to different factors and
therefore may follow cycles that are different from each other. For this reason, many investors put a portion of their portfolios in foreign
investments as a way of gaining further diversification.
Value Investing.
At any given time, there are companies whose stock prices, whether based on earnings, book value, or other financial measures, do not
reflect their full economic opportunities. This happens when investors under-appreciate the business potential of these companies, or
are distracted by transient or non-fundamental issues. The value investor examines these companies, searching for those that may rise
in price when other investors realize their worth.
Additional Information about Principal
Investment Risks
This section provides additional
information about the Fund’s principal investment risks described in the Fund Summary section. The following risks are described
in alphabetical order and not in order of any presumed importance or potential exposure.
Currency Risk.
Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar. To the extent that the Fund invests
in securities or other instruments denominated in or indexed to foreign currencies, changes in currency exchange rates could adversely
impact investment gains or add to investment losses. Domestic issuers that hold substantial foreign assets may be similarly affected.
Currency exchange rates may fluctuate in response to factors external to a country’s economy, which makes the forecasting of currency
market movements extremely difficult. Currency exchange rates may fluctuate significantly over short periods of time and can be affected
unpredictably by various factors, including investor perception of a country’s economy and changes in interest rates; intervention,
or failure to intervene, by U.S. or foreign governments, central banks, or supranational entities, such as the International Monetary
Fund; or by currency controls or political or regulatory developments in the U.S. or abroad. Currency markets may be less regulated than
securities markets, may be riskier than other types of investments, and may increase the volatility of the Fund. To the extent the Fund
invests or hedges based on the perceived relationship between two currencies, there is a risk that the correlation between those currencies
may not behave as anticipated.
Foreign Risk.
Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure to
less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other protectionist
trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries, organizations,
companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations in foreign
currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement,
custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. The Fund may have limited or no legal recourse in the event of default
with respect to certain foreign securities. In addition, key information about the issuer, the markets or the local government or economy
may be unavailable, incomplete, or inaccurate. As a result, foreign securities may fluctuate more widely in price, and may also be less
liquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar fashion to important
economic or political developments. In addition, securities issued by U.S. entities with substantial foreign operations may involve risks
relating to political, economic, or regulatory conditions in foreign countries, as well as currency exchange rates. Regardless of where
a company is organized or its stock is traded, its performance may be affected significantly by events in regions from which it derives
its profits or in which it conducts significant operations.
Securities of issuers traded on foreign
exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities. Trading suspensions may
be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may be applied broadly by
exchanges or governmental authorities in response to market events. Suspensions may last for significant periods of time, during which
trading in the securities and in instruments that reference the securities, such as derivative instruments, may be halted. In the event
that the Fund holds material positions in such suspended securities or instruments, the Fund’s ability to liquidate its positions
or provide liquidity to investors may be compromised and the Fund could incur significant losses.
In addition, foreign markets may
perform differently than the U.S. market. Over a given period of time, foreign securities may underperform U.S. securities—sometimes
for years. The Fund could also underperform if it invests in countries or regions whose economic
performance falls short. To the extent that the Fund invests a portion of its assets in one country, state, region or
currency, an
adverse economic, business or political development may affect the value of the Fund’s investments more than if its investments
were not so invested.
The effect of economic instability
on specific foreign markets or issuers may be difficult to predict or evaluate. Some national economies continue to show profound instability,
which may in turn affect their international trading and financial partners or other members of their currency bloc.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole. The value of an issuer’s securities may deteriorate because of a variety of
factors, including disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation
against the issuer, perceived poor management performance, changes in economic or political conditions or in government regulations affecting
the issuer or the competitive environment. Certain unanticipated events, such as natural disasters, may have a significant adverse effect
on the value of an issuer’s securities.
Liquidity Risk.
From time to time, the trading market for a particular investment or type of investment in which the Fund invests is or may become less
liquid or even illiquid. Illiquid investments frequently can be more difficult to purchase or sell at an advantageous price or time. An
illiquid investment means any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in
seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Judgment plays
a greater role in pricing these investments than it does in pricing investments having more active markets, and there is a greater risk
that the investments may not be sold for the price at which the Fund is carrying them. The Fund may receive illiquid securities as a result
of its investment in securities involved in restructurings. Certain investments that were liquid when the Fund purchased them may become
illiquid, sometimes abruptly, particularly during periods of increased market volatility, adverse investor perception, economic uncertainty
or changes in interest rates. Additionally, market closures due to holidays or other factors may render a security or group of securities
(e.g., securities tied to a particular country or geographic region) illiquid for a period of time, which can be extensive. An inability
to sell a portfolio position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other
investment opportunities. Market prices for such securities or other investments may be volatile. Market participants attempting to sell
the same or a similar investment at the same time as the Fund could decrease the liquidity of such investments, especially during times
of market volatility. During periods of substantial market volatility, an investment or even an entire market segment may become illiquid,
sometimes abruptly, which can adversely affect the Fund’s ability to limit losses.
Unexpected episodes of illiquidity,
including due to market or political factors, instrument or issuer-specific factors and/or unanticipated outflows or other factors, may
limit the Fund’s ability to pay redemption proceeds within the allowable time period. To meet redemption requests during periods
of illiquidity, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.
Market Capitalization
Risk. To the extent the Fund invests in securities of small-,
mid-, or large-cap companies, it takes on the associated risks. At times, any of these market capitalizations may be out of favor with
investors. Compared to small- and mid-cap companies, large-cap companies may be unable to respond as quickly to changes and opportunities
and may grow at a slower rate. As such, the return on investment in securities of large-cap companies may be less than the return on investment
in securities of small- and/or mid-cap companies. Compared to large-cap companies, small- and mid-cap companies may depend on a more limited
management group, may have a shorter history of operations, less publicly available information, less stable earnings, and limited product
lines, markets or financial resources. The securities of small- and mid-cap companies may fluctuate more widely in price than the market
as a whole, which at times can be rapid and unpredictable, may be difficult to sell when the economy is not robust or during market downturns,
and may be more affected than other types of securities by the underperformance of a sector, during market downturns, by adverse publicity
and investor perceptions, by interest rate changes and by government regulation. There may also be less trading in small- or mid-cap securities,
which means that buy and sell transactions in those securities could have a larger impact on a security’s price than is the case
with large-cap securities and the Fund may not be able to liquidate a position at a particular time.
Market Volatility
Risk. Markets may be volatile and values of individual
securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political,
regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments,
and adverse investor sentiment or publicity. Changes in the financial condition of a single issuer may impact a market as a whole. Changes
in value may be temporary or may last for extended periods and may not have the same impact on all types of securities and instruments.
If the Fund sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance. Geopolitical
risks, including terrorism, tensions or open conflict between nations, or political or economic dysfunction within some nations that are
major players on the world stage or major producers of oil, may lead to overall instability in world economies and markets generally and
have led, and may in the future lead, to increased market volatility and may have
adverse long-term
effects. Similarly, environmental and public health risks, such as natural disasters or epidemics, or widespread fear that such events
may occur, may impact markets and economies adversely and cause market volatility in both the short- and long-term.
Non-Diversified
Fund Risk. The Fund is classified as non-diversified. As
such, the percentage of the Fund’s assets invested in any single issuer or a few issuers is not limited as much as it is for a
fund classified as diversified. Investing a higher percentage of its assets in any one or a few issuers could increase the Fund’s
risk of loss and its share price volatility, because the value of its shares would be more susceptible to adverse events affecting those
issuers.
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents
can result from deliberate attacks (e.g., malicious software coding, ransomware, or “hacking”) or unintentional events (e.g.,
inadvertent release of confidential information). A cybersecurity incident could, among other things, result in the loss or theft of customer
data or funds, customers or employees being unable to access electronic systems (“denial of services”), loss or theft of
proprietary information or corporate data, physical damage to a computer or network system, or remediation costs associated with system
repairs. A cybersecurity incident may not permit the Fund and its service providers to access electronic systems to perform critical duties
for the Fund, such as trading and calculating net asset value. Any cybersecurity incident could have a substantial adverse impact on the
Fund and its shareholders.
The occurrence of any of these problems
could result in a loss of information, regulatory scrutiny, reputational damage and other consequences, any of which could have a material
adverse effect on the Fund or its shareholders. The Manager, through its monitoring and oversight of Fund service providers, endeavors
to determine that service providers take appropriate precautions to avoid and mitigate risks that could lead to such problems. While the
Manager has established business continuity plans and risk management systems seeking to address these problems, there are inherent limitations
in such plans and systems, and it is not possible for the Manager or the other Fund service providers to identify all of the cybersecurity
or other operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence
or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and operations, and require ready
access to the internet to conduct their business. Thus, cybersecurity incidents could also affect issuers of securities in which the Fund
invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology's effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale, and speed of cybersecurity attacks. AI's role in increasing
automation raises concerns about job displacement and may lead to economic and social disruptions. The unpredictable nature of AI's impact
on market dynamics complicates traditional risk assessment models, making it challenging to identify risks and opportunities using historical
data. Legal and regulatory frameworks governing AI's use, particularly concerning data privacy and protection, are evolving rapidly. These
changes could materially alter how AI is used, which may negatively impact the Fund.
Other Investment
Company Risk. To the extent the Fund invests in other investment
companies, including money market funds and exchange-traded funds (ETFs), its performance will be affected by the performance of those
other investment companies and to the allocation of its assets among those other investment companies. Investments in other investment
companies are subject to the risks of the other investment companies’ investments, as well as to the other investment companies’
expenses. Other unaffiliated investment companies may also from time to time hold securities advised, or issued, by the Manager and its
affiliates.
An
ETF is subject to ETF specific risks and may trade in the secondary market at a price below the value of its underlying portfolio, may
not be liquid and may be halted by the listing exchange. An actively managed ETF's performance will reflect its adviser's ability to make
investment decisions that are suited to achieving the ETF's investment objectives. A passively managed ETF may not replicate the performance
of the index it intends to track because of, for example, the temporary unavailability of certain index securities in the secondary market
or discrepancies between the ETF and the index with respect to the weighting of securities or the number of stocks held. A passively managed
ETF may not be permitted to sell poorly performing stocks that are included in its index. Investing in ETFs could incur brokerage and
other trading costs for the Fund.
Private Companies
and Pre-IPO Investments Risk. Investments in private companies,
including companies that have not yet issued securities publicly in an initial public offering (“IPO”) (“pre-IPO
shares”) involve greater risks than investments in securities of companies that have traded publicly on an exchange for extended
periods of time. Investments in these companies are generally less liquid than investments in securities issued by public companies and
may be difficult for the Fund to value. Compared to public companies, private companies may have a more limited management group and limited
operating histories with narrower, less established product lines and smaller market shares, which may cause them to be more vulnerable
to competitors’ actions, market conditions and consumer sentiment with respect to their products or services, as well as general
economic downturns. In addition, private companies may have limited financial resources and may be unable to meet their obligations. This
could lead to bankruptcy or liquidation of such private company or the dilution or subordination of the Fund’s investment in such
private company. Additionally, there is significantly less information available about private companies’ business models, quality
of management, earnings growth potential and other criteria used to evaluate their investment prospects and the little public information
available about such companies may not be reliable. Because financial reporting obligations for private companies are not as rigorous
as public companies, it may be difficult to fully assess the rights and values of securities issued by private companies. The Fund may
only have limited access to a private company’s actual financial results and there is no assurance that the information obtained
by the Fund is reliable. These companies may not ever issue shares in an IPO and a liquid market for their shares may never develop, which
may negatively affect the price at which the Fund can sell these shares and make it more difficult to sell these shares, which could also
adversely affect the Fund’s liquidity. If the company does issue shares in an IPO, IPOs are risky and volatile and may cause the
value of the Fund’s investment to decrease significantly. Furthermore, these investments may be subject to additional contractual
restrictions on resale that would prevent the Fund from selling the company’s securities for a period of time following any IPO.
Moreover, because securities issued by private companies are generally not freely or publicly tradable, the Fund may not have the opportunity
to purchase, or the ability to sell, these securities in the amounts, or at the prices, the Fund desires. The Fund’s investment
in a private company generally will involve investing in restricted securities.
Issuer Specific
Risk. As of March 31, 2026, approximately 5% of the Fund’s
net assets are invested in Space Exploration Technologies Corp. (“Space X”), which is a private company with limited to
no liquidity and restrictions on transfer of the stock. As noted above, pre-IPO investments may be subject to additional contractual restrictions
on resale that would prevent the Fund from selling the company’s securities for a period of time following any IPO and we expect
this to impact the Fund’s ability to sell Space X shares for a period of time following any IPO. Even after any such contractual
restrictions expire, market liquidity for the shares may be limited, and the market price may be volatile, especially if all shares subject
to such contractual restrictions are sold at the same time by the Fund and other market participants, which could negatively affect the
Fund’s ability to sell shares at favorable prices.
Before investing in the Fund, investors
should carefully consider publicly available information about Space X. There can be no assurances that the Fund will maintain its investment
in Space X. However, for so long as the Fund maintains a significant investment in Space X, the Fund’s performance will be significantly
affected by the performance of Space X both pre- and post-any IPO. In addition, the Fund could be adversely impacted by developments affecting
space-related industries, artificial intelligence industries, social media, as well as market perceptions and sentiment and regulatory
developments related to these industries and areas or to Space X or its management. Unanticipated outflows from the Fund or other factors,
such as a general market downturn, could increase the Fund’s exposure to Space X and could limit the Fund’s ability to pay
redemption proceeds or could force the Fund to sell Space X or its other securities at an unfavorable time and/or under unfavorable conditions.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the
interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies and markets in ways that
cannot be foreseen at this time.
Some
countries, including the U.S., have adopted more protectionist trade policies, which is a trend that appears to be continuing globally.
Slowing global economic growth, the rise in protectionist trade policies, inflationary pressures, changes to some major international
trade and security agreements, risks associated with the trade and security agreement between countries and regions, including the U.S.
and other foreign nations, political or economic dysfunction within some countries or regions, including the U.S., and dramatic changes
in consumer sentiment, commodity
prices and currency values could affect the economies and markets of many nations, including the U.S., in ways that cannot necessarily
be foreseen at the present time and may create significant volatility in the markets. In addition, these policies, including the impact
on the U.S. dollar, may change foreign demand for U.S. assets in ways that cannot be foreseen, which could have a negative impact on certain
issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic
slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market volatility or reduce liquidity
in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular
issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets. Any of these could cause an increase
in market volatility, reduce liquidity across various markets or decrease confidence in the markets. Also, regulators have expressed concern
that changes in interest rates may cause investors to sell fixed income securities faster than the market can absorb them, contributing
to price volatility. Historical patterns of correlation among asset classes may break down in unanticipated ways during times of high
volatility, disrupting investment programs and potentially causing losses.
Regulators in the U.S. adopted a
number of changes to regulations involving the markets and issuers, some of which implicate a Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit a Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact its performance. Additionally, it is possible that such regulations could be
further revised or rescinded, which creates material uncertainty on their impact to the Fund.
Regulators in the U.S. have issued
an order granting exemptive relief to permit funds to offer both mutual fund share classes and ETF share classes. There are structural
and operational differences between mutual funds and ETFs, which give rise to different shareholder rights along with other differences
in this structure, including differences in portfolio transaction costs and distributions. Any use of this structure by a Fund, if available
to it, would be subject to the terms and conditions of such exemptive relief.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the profitability and growth of certain issuers and industries may
be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of a Fund and its investments or operations could be
negatively impacted.
Certain illnesses spread rapidly
and have the potential to significantly and adversely affect the global economy. The impact of epidemics and/or pandemics that may arise
in the future could negatively affect the economies of many nations, individual companies and the global securities and commodities markets,
including their liquidity, in ways that cannot necessarily be foreseen at the present time and could last for an extended period of time.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
China’s economy, which had
been sustained through debt-financed spending on housing and infrastructure, appears to be experiencing a significant slowdown and growing
at a lower rate than prior years. While the Chinese government appears to be taking measures to address these issues, due to the size
of China’s economy, the resolution of these issues could impact a number of other countries.
Global climate
change can have potential effects on property and security values. Certain issuers, industries and regions may be adversely affected by
the impact of climate change in ways that cannot be foreseen. The impact of legislation, regulation and international accords related
to climate change, including any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries
and regions.
A rise in sea levels, a change in
weather patterns, including an increase in powerful storms and large wildfires, and/or a climate-driven increase in flooding could cause
properties to lose value or become unmarketable altogether. Unlike previous declines in the real estate market, properties in affected
zones may not ever recover their value. Regulatory changes and divestment movements tied to concerns about climate change could adversely
affect the value of certain land and the viability of industries whose activities or products are seen as accelerating climate change.
Losses related to climate change
could adversely affect corporate issuers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities that
depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property and/or of corporate,
municipal or mortgage-backed securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult
to know the time period over which these market effects might unfold.
Redemption Risk.
The Fund may experience periods of large or frequent redemptions that could cause the Fund to sell assets at inopportune times, which
could have a negative impact on the Fund’s overall liquidity, or at a loss or depressed value. Redemption risk is greater to the
extent that one or more investors or intermediaries control a large percentage of investments in the Fund, have short investment horizons,
or have unpredictable cash flow needs. In addition, the risk is heightened if redemption requests are unusually large or frequent or occur
during periods of declining or illiquid markets. Large redemptions could hurt the Fund’s performance, increase transaction costs
and create adverse tax consequences.
Risk Management.
Management undertakes certain analyses with the intention of identifying particular types of risks and reducing the Fund’s exposure
to them. However, risk is an essential part of investing, and the degree of return an investor might expect is often tied to the degree
of risk the investor is willing to accept. By its very nature, risk involves exposure to the possibility of adverse events. Accordingly,
no risk management program can eliminate the Fund’s exposure to such events; at best, it may only reduce the possibility that the
Fund will be affected by adverse events, and especially those risks that are not intrinsic to the Fund’s investment program. While
the prospectus describes material risk factors associated with the Fund’s investment program, there is no assurance that as a particular
situation unfolds in the markets, management will identify all of the risks that might affect the Fund, rate their probability or potential
magnitude correctly, or be able to take appropriate measures to reduce the Fund’s exposure to them. The Fund could experience losses
if judgments about risk prove to be incorrect. Measures taken with the intention of decreasing exposure to identified risks might have
the unintended effect of increasing exposure to other risks.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in one sector, industry, or sub-sector of the market, its performance will be especially sensitive
to developments that significantly affect those sectors, industries, or sub-sectors. An individual sector, industry, or sub-sector of
the market may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all
react in the same way to economic, political or regulatory events. The Fund’s performance could also be affected if the sectors,
industries, or sub-sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely
affect performance. For a summary of the Fund’s recent sector allocations, see its most recent shareholder report. (The information
in the report is as of the date of the report and may have changed.) For information about the risks of investing in particular sectors,
see the Fund’s Statement of Additional Information.
Sustainable Investing
Criteria Risk. The Fund’s application of its Sustainable
Investing Criteria is designed and utilized to help identify companies that demonstrate the potential to create economic value or reduce
risk; however, as with the use of any investment criteria in selecting a portfolio, there is no guarantee that the criteria used by the
Fund will result in the selection of issuers that will outperform other issuers, or help reduce risk in the portfolio. Investing based
on the Fund’s Sustainable Investing Criteria is qualitative and subjective by nature and there is no guarantee that the criteria
used by the Fund will reflect the beliefs or values of any particular investor. The use of the Fund’s Sustainable Investing Criteria
could also affect the Fund’s exposure to certain issuers, sectors or industries, and could impact the Fund’s investment
performance depending on whether the Sustainable Investing Criteria used are ultimately reflected in the market. Information used to evaluate
the Fund's application of its Sustainable Investing Criteria, like other information used to identify companies in which to invest, may
not be readily available, complete, or accurate, which could negatively impact the Fund's performance or create additional risk in the
portfolio. In addition, there is a risk that the companies identified by the Fund’s Sustainable Investing Criteria do not operate
as expected when addressing sustainable investing issues.
Valuation Risk.
The Fund may not be able to sell an investment at the price at which the Fund has valued the investment. Such differences could be significant,
particularly for illiquid securities and securities that trade in relatively thin markets and/or markets
that
experience extreme volatility. If market or other conditions make it difficult to value an investment, the Fund may be required to value
such investments using more subjective methods, known as fair value methodologies. Using fair value methodologies to price investments
may result in a value that is different from an investment’s most recent closing price and from the prices used by other funds
to calculate their NAVs. Investors who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive
fewer or more shares, or lower or higher redemption proceeds, than they would have received if the Fund had not held fair-valued securities
or had used a different methodology. The value of foreign securities, certain futures, fixed income securities, and currencies may be
materially affected by events after the close of the markets on which they are traded but before the Fund determines its net asset value.
The impact of a closed foreign market on the Fund is likely to be greater if a large portion of the Fund's investments trade on that closed
foreign market or when the foreign market is closed for unscheduled reasons. The value of the Fund's investments may change on days or
during time periods when investors are not able to purchase or sell Fund shares. The Fund uses pricing services to provide values for
certain securities and there is no assurance that the Fund will be able to sell an investment at the price established by such pricing
services. Different pricing services use different valuation methodologies, potentially resulting in different values for the same investments.
As a result, if the Fund were to change pricing services, or if a pricing service were to change its valuation methodology, the value
of the Fund’s investments could be impacted. The Fund’s ability to value its investments in an accurate and timely manner
may be impacted by technological issues and/or errors by third party service providers, such as pricing services or accounting agents.
Value Stock Risk.
Value stocks are those stocks whose stock prices, whether based on earnings, book value, or other financial measures, do not reflect their
full economic opportunities. Value stocks may remain undervalued for extended periods of time, may decrease in value during a given period,
may not ever realize what the portfolio management team believes to be their full value, or the portfolio management team’s assumptions
about intrinsic value or potential for appreciation may be incorrect. This may happen because value stocks, as a category, lose favor
with investors compared to growth stocks, because of a failure to anticipate which stocks or industries would benefit from changing market
or economic conditions, or because the stocks’ worth was misgauged. Entire industries or sectors may lose favor with investors,
and the Fund, in seeking value stocks, may focus its investments more heavily in those industries or sectors. Value investing historically
has gone in and out of favor during past market cycles. At times when value investing is out of favor, the securities of value companies
may underperform the securities of other companies.
Information about Additional Risks
and Other Practices
As discussed in the Fund’s
Statement of Additional Information, the Fund may engage in certain practices and invest in certain securities in addition to those described
as its “principal investment strategies” in the Fund Summary section. For example, should the Fund engage in borrowing or
securities lending or should the Fund use derivatives, it will be subject to the additional risks associated with these practices and
securities, some or all of which may already be included in its “principal investment strategies.”
Borrowing money, securities lending,
or using derivatives would create investment leverage, meaning that certain gains or losses would be amplified, increasing share price
movements. The Fund may, to a limited extent, use certain derivatives for hedging or investment purposes. A derivative instrument, whether
used for hedging or for speculation, could fail to perform as expected, causing a loss for the Fund.
In addition, the Fund may be an investment
option for a Neuberger fund that is managed as a “fund of funds.” As a result, from time to time, the Fund may experience
relatively large redemptions or investments and could be required to sell securities or to invest cash at a time when it is not advantageous
to do so.
In anticipation of adverse or uncertain
market, economic, political, or other temporary conditions, including during periods of high cash inflows or outflows, the Fund may temporarily
depart from its goal and use a different investment strategy (including leaving a significant portion of its assets uninvested) for defensive
purposes. Doing so could help the Fund avoid losses, but may mean lost opportunities. In addition, in doing so different factors could
affect the Fund’s performance and the Fund may not achieve its goal.
In addition, to the extent the Fund
is undergoing a transition (such as a change in strategy, rebalancing, reorganization, liquidation or experiencing large inflows or outflows)
or takes a temporary defensive position, it may deviate from its principal investment strategies during such period.
The Fund may change its goal without
shareholder approval.
Please see the Statement of Additional
Information for more information.
Description of Index
The S&P
500® Index is a float-adjusted, market capitalization-weighted
index that focuses on the large-cap segment of the U.S. equity market, and includes a significant portion of the total value of the market.
Neuberger Berman
Investment Advisers LLC (“Manager”), located
at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s investment manager and administrator. Neuberger Berman BD LLC
(“Distributor”), located at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s distributor. Pursuant
to an investment advisory agreement, the Manager is responsible for choosing the Fund’s investments and handling its day-to-day
business. The services provided by the Manager as the investment manager and administrator include, among others, overall responsibility
for providing all supervisory, management, and administrative services reasonably necessary for the operation of the Fund, which may include,
among others, compliance monitoring, operational and investment risk management, legal and administrative services and portfolio accounting
services. The Manager carries out its duties subject to the policies established by the Board of Trustees. The investment advisory agreement
establishes the fees the Fund pays to the Manager for its services as the Fund’s investment manager and the expenses paid directly
by the Fund. Together, the Neuberger affiliates manage approximately $567
billion in total assets (as of 3/31/2026) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2025,
the management fees (i.e., advisory and administration fees) paid to the Manager by the Fund were 0.82% of the Fund's average daily net
assets for Class I.
A discussion regarding the basis
for the Board of Trustees’ approval of the investment advisory agreement is available in the Fund's Form N-CSR for the fiscal year
ended December 31, 2025.
NBIA may engage one or more of foreign
affiliates that are not registered under the Investment Advisers Act of 1940, as amended (“participating affiliates”) in
accordance with applicable SEC no-action letters. As participating affiliates, whether or not registered with the SEC, the affiliates
may provide designated investment personnel to associate with NBIA as “associated persons” of NBIA and perform specific
advisory services for NBIA, including services for the Fund, which may involve, among other services, portfolio management and/or placing
orders for securities and other instruments. The designated employees of a participating affiliate act for NBIA and are subject to certain
NBIA policies and procedures as well as supervision and periodic monitoring by NBIA. The Fund will pay no additional fees and expenses
as a result of any such arrangements.
Neither this Prospectus nor the Statement
of Additional Information is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred
explicitly by federal or state securities laws that have not been waived. The Fund enters into contractual arrangements with various parties,
including, among others, the Manager, who provide services to the Fund. Shareholders are not parties to, or intended to be third party
beneficiaries of, those contractual arrangements. Where shareholders are not third party beneficiaries of contractual arrangements, those
contractual arrangements cannot be enforced by shareholders acting on their own behalf.
Please see the Statement of Additional
Information for additional information about the Portfolio Manager’s compensation, other accounts managed by the Portfolio Manager,
and the Portfolio Manager’s ownership of Fund shares.
Daniel P. Hanson,
CFA, is a Managing Director of the Manager. He has been
Senior Portfolio Manager of the Fund since April 2022. Mr. Hanson joined the firm in 2022. Prior to joining the firm, Mr. Hanson spent
over 25 years at other asset management firms where he held various roles such as chief investment officer, partner and portfolio manager.
Financial Highlights
These financial
highlights describe the performance of the Fund's Class I shares for the fiscal periods indicated.
All figures have been derived from the financial statements
audited by Ernst & Young LLP, the Fund’s independent registered public accounting firm. Their report, along with full financial
statements, appears in the Fund’s most recent Form N-CSR (see back cover).
This information does not reflect
variable contract or qualified plan fees and expenses. If such fees and expenses were reflected, returns would be less than those shown.
Please refer to the prospectus for your variable contract or your qualified plan documentation for information on their separate fees
and expenses.
Neuberger Berman Advisers
Management Trust–Quality
Equity Portfolio—Class
I Shares
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Data
apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what
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distributed to investors, and how its share price changed. |
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Share
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Income
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investment income (loss)(1)
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Net
gains (losses)—realized
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Subtotal:
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Distributions
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Capital
gain distributions |
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Subtotal:
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Share
price (NAV) at end of year |
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RATIOS
(% OF AVERAGE NET ASSETS) |
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The
ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they
would
have been if certain expense reimbursement arrangements had not been in effect. |
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Total
return shows how an investment in the Fund would have performed over each year, assuming all
distributions
were reinvested. The turnover rate reflects how actively the Fund bought and sold securities. |
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Net
assets at end of year (in millions of dollars) |
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(1)
Calculated
based on the average number of shares outstanding during each fiscal period.
(2)
Does
not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are
direct shareholders of the Fund are not affected by insurance related expenses.
Your
Investment
Buying and Selling Fund Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to this Fund.
Redemption proceeds are typically
sent out the next business day after an order is executed, and nearly always within seven days regardless of payment type. The Fund typically
expects to meet redemption requests, under both normal and stressed market conditions, by redeeming cash and cash equivalent portfolio
holdings and/or selling portfolio securities or other instruments. As stated below, and in the Fund’s Statement of Additional Information,
the Fund also reserves the right to redeem an investor’s shares in kind (i.e., providing investors with securities instead of cash),
in whole or in part to meet redemption requests in stressed market conditions and other appropriate circumstances. Redemptions in kind
may cause you to incur transaction costs to the extent you dispose of the securities redeemed in kind and the value of the securities
redeemed in kind may decrease between the time of redemption and the time of such sale. The Fund may also borrow under any available line
of credit and other available methods to meet redemption requests in both normal and stressed market conditions and other appropriate
circumstances.
Under certain circumstances, which
may include normal and stressed market conditions, the Fund reserves the right to:
■
suspend
the offering of shares
■
reject
any exchange or purchase order
■
suspend
or reject future purchase orders from any investor who has not provided timely payment to settle a purchase order
■
satisfy
an order to sell Fund shares with securities rather than cash
■
change,
suspend, or revoke the exchange privilege
■
suspend
the telephone order privilege
■
suspend
or postpone investors’ ability to sell Fund shares or postpone payments on redemptions for more than seven days, on days when trading
on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the Securities and Exchange Commission
(“SEC”)
■
remain
open and process orders to purchase or sell Fund shares when the Exchange is closed.
Frequent purchases, exchanges and
redemptions of Fund shares (“market-timing activities”) can interfere with effective Fund management and adversely affect
Fund performance in various ways, including by requiring a portfolio manager to liquidate portfolio holdings at a disadvantageous time
or price, by increasing costs (such as brokerage costs) to the Fund by requiring a portfolio manager to effect more frequent purchases
and sales of portfolio securities, and possibly by requiring a portfolio manager to keep a larger portion of Fund assets in cash, all
of which could adversely affect the interests of long-term shareholders. To discourage market-timing activities by Fund shareholders,
the Board of Trustees has adopted market-timing policies and has approved the procedures of the principal underwriter for implementing
those policies. Pursuant to such policies, the exchange privilege can be withdrawn from any investor that is believed to be “timing
the market” or is otherwise making exchanges judged to be excessive. In furtherance of these policies, under certain circumstances,
the Fund reserves the right to reject any exchange or purchase order; change, suspend or revoke the exchange privilege.
The Manager applies the Fund’s
policies and procedures with respect to market-timing activities by monitoring trading activity in the Fund, identifying excessive trading
patterns, and warning or prohibiting shareholders who trade excessively from making further purchases or exchanges of Fund shares. These
policies and procedures are applied consistently to all shareholders. Although the Fund makes efforts to monitor for market-timing activities,
the ability of the Fund to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement
plan accounts and other approved financial intermediaries may be limited in those instances in which the financial intermediary maintains
the underlying shareholder accounts. Accordingly, there can be no assurance that the Fund will be able to eliminate all market-timing
activities.
Because the Fund is offered to different
insurance companies, and for different types of variable contracts—annuities
and life insurance—and
to qualified plans, groups with different interests will share the Fund. Due to differences of tax treatment and other
considerations among these shareholders, it is possible (although not likely) that the interests of the shareholders might sometimes be
in conflict. For these reasons, the Board of Trustees of the Fund watch for the existence of any material irreconcilable conflicts and
will determine what action, if any, should be taken in the event of a conflict. If there is a conflict, it is
possible that
to resolve it, one or more insurance company separate accounts or qualified plans might be compelled to withdraw its investment in the
Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share.
The Fund is generally open for business
every day the Exchange is open. The Exchange is generally closed on all national holidays and Good Friday; Fund shares will not be priced
on those days or other days on which the Exchange is scheduled to be closed. When the Exchange is closed for unusual reasons, Fund shares
will generally not be priced although the Fund may decide to remain open and price Fund shares and in such a case, the Fund would post
a notice on www.nb.com.
The Fund normally calculates its
share price on each day the Exchange is open once daily as of 4:00 P.M., Eastern time. In the event of an emergency or other disruption
in trading on the Exchange, the Fund’s share price would still normally be determined as of 4:00 P.M., Eastern time. In general,
every buy or sell order you place will go through at the next share price calculated after your order has been received in proper form;
check with your insurance company or qualified plan administrator to find out by what time your order must be received so that it can
be processed the same day. Depending on when your insurance company or qualified plan administrator accepts orders, it is possible that
the Fund's share price could change on days when Fund shares cannot be bought or sold.
Because foreign markets may be open
on days when U.S. markets are closed, the value of foreign securities owned by the Fund could change on days when Fund shares cannot be
bought or sold. Remember, though, any purchase or sale takes place at the next share price calculated after you send your order to your
insurance company or qualified plan administrator and it is received in proper form.
The
net asset value per share of each class of the Fund is the total value of Fund assets attributable to shares of that class minus the liabilities
attributable to that class, divided by the total number of shares outstanding for that class. Because the value of the Fund's portfolio
securities changes every business day, its share price usually changes as well.
The
Fund generally values its investments based upon their last reported sale prices, market quotations, or estimates of value provided by
an independent pricing service as of the time as of which the Fund’s share price is calculated. Equity securities (including securities
issued by ETFs) and exchange-traded derivative instruments held by the Fund generally are valued by one or more independent pricing services
approved by the Manager at the last reported sale price or official closing price or, if there is no reported sale quoted on a principal
exchange or market for that security or official closing price, on the basis of market quotations. Debt securities and certain derivative
instruments that do not trade on an exchange held by the Fund generally are valued by one or more independent pricing services approved
by the Manager on the basis of market quotations and in the case of derivatives, market data about the underlying investments. Short-term
securities held by the Fund may be valued on the basis of amortized cost, unless other factors indicate that amortized cost is not an
accurate estimate of the security’s value.
Investments
in non-exchange traded investment companies are valued using the respective fund’s daily calculated net asset value per share.
The prospectuses for these funds explain the circumstances under which the funds will use fair value pricing and the effects of using
fair value pricing.
If
a valuation for a security is not available from an independent pricing service or if the Manager believes in good faith that the valuation
does not reflect the amount a Fund would receive on a current sale of that security, the Fund seeks to obtain quotations from brokers
or dealers. If such quotations are not readily available, the Fund may use a fair value estimate made according to methods approved by
the Manager. Pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended, the Board of Trustees designated the Manager
as the Fund’s valuation designee. As the Fund’s valuation designee, the Manager is responsible for determining fair value
in good faith for any and all Fund investments. The Fund may also use these methods to value certain types of illiquid securities. Fair
value pricing generally will be used if the market in which a portfolio security trades closes early or if trading in a particular security
was halted during the day and did not resume prior to the time as of which a Fund’s share price is calculated.
The
Fund may also fair value securities that trade in a foreign market if significant events that appear likely to affect the value of those
securities occur between the time the foreign market closes and the time as of which the Fund’s share price is calculated. Significant
events may include (1) corporate actions or announcements that affect a single
issuer,
(2) governmental actions that affect securities in one sector, country or region, (3) natural disasters or armed conflicts that affect
a country or region, or (4) significant domestic or foreign market fluctuations.
For
certain foreign assets, after the relevant foreign markets have closed, a third-party vendor supplies evaluated, systematic fair value
pricing based upon analysis of historical correlation of multiple factors. In the case of both foreign equity and foreign income securities,
in the absence of precise information about the market values of these foreign securities as of the time as of which a Fund’s share
price is calculated, the Manager has determined on the basis of available data that prices adjusted or evaluated in this way are likely
to be closer to the prices a Fund could realize on a current sale than are the prices of those securities established at the close of
the foreign markets in which the securities primarily trade. Please see the Funds’ Statement of Additional Information for additional
detail about the Funds’ fair valuation practices.
The
effect of using fair value pricing is that a portfolio security will be priced based on the subjective judgment of the Manager, operating
under procedures approved by the Manager, instead of being priced using valuations from an independent pricing service. Fair value pricing
can help to protect the Fund by reducing arbitrage opportunities available to short-term traders, but there is no assurance that fair
value pricing will completely prevent dilution of the Fund’s net asset value by such traders.
Trading
in securities on many foreign exchanges is normally completed before the Fund calculates its net asset value. In addition, foreign markets
may be open on days when U.S. markets are closed. As a result, the value of foreign securities owned by the Fund could change at times
or on days when the Fund’s net asset value is not calculated, when Fund shares do not trade, and when sales and redemptions of
Fund shares do not occur.
While the Manager may serve as the
adviser or sub-adviser of other funds that have similar names, goals, and strategies as the Fund, there may be certain differences between
the Fund and these other funds in matters such as size, cash flow patterns and tax matters, among others. As a result, there could also
be differences in performance.
The Fund uses a “multiple
class” structure. The Fund offers Class I and Class S shares that have identical investment programs, but may have different fee
waivers and different arrangements for distribution and shareholder servicing and, consequently, different expenses. Shares of a class
to which a fee waiver applies may not be available to all investors in the Fund. Rather, they will be made available to investors meeting
eligibility criteria outlined in the prospectuses for such share classes. This prospectus relates only to Class I shares of the Fund.
Distributions.
The Fund pays out to shareholders of record any net income and net realized capital gains. Ordinarily, the Fund makes distributions once
a year, in October. All dividends and other distributions received by shareholders of record are automatically reinvested in Fund shares.
How distributions
and transactions are taxed. Dividends and other distributions
made by the Fund, as well as transactions in Fund shares, generally are not taxable, except to the extent described in your qualified
plan documentation or variable contract prospectus. Please consult such documents for more information.
Other tax-related
considerations. The Fund intends to continue to qualify
for treatment as a “regulated investment company” for federal tax purposes (“RIC”) by satisfying the requirements
under Subchapter M of Chapter 1 of Subtitle A (“Subchapter M”) of the Internal Revenue Code of 1986, as amended (“Code”).
As a RIC, the Fund is not subject to federal income tax on its ordinary income and net realized capital gains that it distributes to its
shareholders. It is the Fund’s intention to distribute all such income and gains for each taxable year.
Because the Fund is offered to, among
others, insurance company separate accounts (each, a “Separate Account”) to fund variable contracts, it must meet special
diversification standards beyond those that apply to RICs in general under Subchapter M. That is so because Section 817(h) of the Code
and the regulations thereunder require that a Separate Account be “adequately diversified” (see the next paragraph for certain
rules regarding that term) in order for the tax deferral for variable contracts based thereon to apply. In determining whether a Separate
Account is so diversified, the Separate Account may “look-through” a RIC that satisfies certain criteria–which
the Fund has done for each past taxable year and intends to continue to do–and treat the RIC’s assets as its
own. If the Fund’s assets failed to meet those diversification standards, you could be subject to adverse tax consequences–for
example, distributions of the net income earned and net
gains realized by the Fund to the Separate Accounts that are invested in
the Fund (“Fund
Accounts”) would generate a current tax liability for you instead of the tax deferral mentioned above. Accordingly, the Fund intends
to continue to comply with the diversification requirements of Section 817(h) and the regulations so that owners of the variable contracts
based on the Fund Accounts will not be subject to federal tax on distributions from the Fund to those Accounts.
Under the relevant regulations, a
Separate Account is deemed to be adequately diversified if (1) no more than 55% of the value of the account’s total assets is represented
by any one investment, (2) no more than 70% of that value is represented by any two investments, (3) no more than 80% of that value is
represented by any three investments, and (4) no more than 90% of that value is represented by any four investments. Section 817(h) and
those regulations also provide, as a safe harbor, that a Separate Account will be treated as being adequately diversified if the diversification
requirements under Subchapter M are satisfied and no more than 55% of the value of its total assets is represented by cash and cash items,
government securities, and securities of other RICs. For purposes of those regulations, all securities of the same issuer are treated
as a single investment, but each U.S. government agency or instrumentality is treated as a separate issuer. It is possible that complying
with these requirements may at times call for decisions that could reduce investment performance.
The foregoing is only a summary of
some of the important federal income tax considerations generally affecting the Fund and you. Please refer to the Statement of Additional
Information for more information about the taxation of the Fund. You should refer to the prospectus for your variable contract or your
qualified plan documentation, or consult with your tax adviser, for information regarding taxes applicable to your variable contract or
qualified plan, as applicable.
Insurance
and Qualified Plan Expenses
The
fees and policies outlined in this prospectus are set by the Fund and by the Distributor. The fee information here does not include the
fees and expenses charged by your insurance company under your variable contract or by your qualified plan; for those fees and expenses,
you will need to see the prospectus for your variable contract or your qualified plan documentation.
Distribution
and Shareholder Servicing
Class
I shares of the Fund have adopted a non-fee plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 that recognizes that
the Distributor may use its own resources, including revenues from fees paid to the Distributor from the Fund, to pay expenses for services
primarily intended to result in distribution of Fund shares.
Payments
to Financial Intermediaries
The
Distributor and/or its affiliates pay additional compensation, out of their own resources and not as an expense of the Fund, to affiliates,
insurance companies and their affiliates, qualified plan administrators and their affiliates, and other financial intermediaries in connection
with the sale, distribution, retention and/or servicing of Fund shares. The amount of these payments may be substantial and may differ
among financial intermediaries based on, for example, the level or type of services provided by a financial intermediary. These arrangements
are separately negotiated between the Distributor and/or its affiliates, and the recipients of these payments and/or their affiliates.
If your financial intermediary receives such payments, these payments may compensate the financial intermediary for providing services
to you as a variable contract owner or qualified plan participant, and may also provide an incentive for the financial intermediary to
make the Fund’s shares available to you, or recommend the Fund to you, as a current or prospective variable contract owner or qualified
plan participant, and therefore promote distribution of the Fund’s shares. Please speak with your insurance company, qualified
plan administrator or other financial intermediary to learn more about any payments it receives from the Distributor and/or its affiliates,
as well as fees and/or commissions the financial intermediary charges. You should also consult disclosures made by your financial intermediary
at the time of purchase. Any such payments by the Distributor or its affiliates will not change the net asset value or the price of the
Fund’s shares. For more information, please see the Fund’s Statement of Additional Information.
Portfolio Holdings Policy
A description of the Fund’s
policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement
of Additional Information.
The complete portfolio holdings for
the Fund are available at www.nb.com/holdings (click on the tab with the name of the relevant Fund). The complete portfolio holdings for
the Fund are generally posted 15-30 days after each month-end.
The Fund’s
complete portfolio holdings will remain available at this website until the subsequent month-end holdings have been posted. Complete portfolio
holdings for the Fund will also be available in reports on Form N-PORT and Form N-CSR filed with the SEC. Historical portfolio holdings
are available upon request.
Generally, no earlier than five business
days after month-end, the Fund may publicly disclose via various shareholder and public communications, such as portfolio manager commentaries,
fact sheets or other marketing materials, which will be publicly available at www.nb.com, certain portfolio characteristics and partial
information concerning portfolio holdings for the month as of month-end, including but not limited to: up to the top 10 holdings of the
Fund (if the Fund engages in short selling, it may also disclose up to the top 10 short positions); up to the top 10 holdings that contributed
to and/or detracted from performance or were the best and/or worst performers; sector breakdowns or changes to portfolio composition (e.g.,
buys and sells). This information will typically remain available at this website until information for the subsequent month has been
posted; however, to comply with Rule 30e-3 under the Investment Company Act of 1940, as amended, quarter-end information may be retained
on this website for the Fund’s previous fiscal year. The Fund may also post intra-month updates to holdings and certain portfolio
characteristics to www.nb.com. Any such intra-month update would be in addition to and not in lieu of the holdings disclosure policies
described above.
NEUBERGER
BERMAN ADVISERS MANAGEMENT TRUST
Quality Equity Portfolio
(Class I) Shares
If you would like further details
on this Fund you can request a free copy of the following documents:
Shareholder Reports
and Form N-CSR. Additional information about the Fund’s
investments is available in the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR. In the Fund’s annual
report, you will find the Fund’s performance data and a discussion by the Portfolio Manager about strategies and market conditions
that significantly affected the Fund’s performance during the last fiscal year. In Form N-CSR, you will find the Fund’s
annual and semi-annual financial statements.
Statement of Additional
Information (SAI). The SAI contains more comprehensive
information on the Fund, including: various types of securities and practices, and their risks, investment limitations and additional
policies and information about the Fund’s management and business structure. The SAI is hereby incorporated by reference into this
prospectus, making it legally part of the prospectus.
Investment Manager: Neuberger
Berman Investment Advisers LLC
You can obtain a shareholder report,
SAI, and other information such as financial statements from your financial intermediary, or from:
Neuberger Berman
Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104
800-877-9700
212-476-8800
Website: www.nb.com
Reports and other
information about the Fund are available on the EDGAR Database on the SEC’s website at http://www.sec.gov, and copies of this information
may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].
The Fund’s
current net asset value per share is made available at: http://www.nb.com/amtportfolios/performance.
The
“Neuberger Berman” and “Neuberger”
names and logos and “Neuberger Berman Investment Advisers
LLC” are registered service marks of Neuberger Berman Group LLC. The individual Fund name in this prospectus is either a service
mark or a registered service mark of Neuberger Berman Investment Advisers LLC. ©2026 Neuberger Berman BD LLC, distributor. All rights
reserved.
SEC
File Number: 811-4255
A0069 05/26
Neuberger
Berman Advisers Management Trust
Quality
Equity Portfolio—Class
S Shares |
Prospectus
May 1, 2026
These securities, like the securities
of all mutual funds, have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange
Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
Contents
Neuberger
Berman Advisers Management Trust
The Fund is offered to certain life
insurance companies to serve as an investment vehicle for premiums paid under their variable annuity and variable life insurance contracts
(each, a “variable contract”) and to certain qualified pension and other retirement plans (each, a “qualified plan”).
Fund
Summary
The Fund seeks long-term growth of
capital by investing primarily in securities of companies that meet the Fund’s Sustainable
Investing Criteria.
These tables describe the fees and
expenses that you may pay if you buy, hold or sell shares of the Fund. These tables do not reflect any fees and expenses charged by your
insurance company under your variable contract or by your qualified plan. If the tables did reflect such fees and expenses, the overall
expenses would be higher than those shown. Please refer to the prospectus for your variable contract or your qualified plan documentation
for information on their separate fees and expenses.
Shareholder
Fees (fees paid directly
from your investment) |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a % of the value of your investment) |
|
|
|
|
Distribution
and/or shareholder service (12b-1) fees |
|
|
|
|
Total
annual operating expenses |
|
The expense example can help you
compare costs among mutual funds. The example assumes that you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return each year, and that the Fund’s expenses were those
in the table. Actual performance and expenses may be higher or lower.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs. These costs, which are not reflected in annual operating expenses or in the example, affect the
Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 9%
of the average value of its portfolio.
Principal
Investment Strategies
To pursue its goal, the Fund seeks
to invest predominantly in common stocks of mid- to large-capitalization companies that the Portfolio Manager believes to be high-quality
selected in accordance with the Fund’s Sustainable Investing Criteria,
which is described further below. The Fund defines “predominantly”
for this purpose to mean at least 80% of the Fund’s net assets at the time of initial purchase. The Fund defines mid-capitalization
companies as those with a total market capitalization of $2 billion and above and large-capitalization companies as those with a total
market capitalization of $10 billion and above, both at the time of initial purchase. Please see the Statement of Additional Information
for a detailed description of the Fund’s Sustainable Investing Criteria.
The Portfolio Manager employs a fundamental,
research-driven approach to stock selection and portfolio construction, with a focus on long term sustainability issues that, in the judgement
of the Portfolio Manager, are financially material.
This sustainable investment approach
seeks to identify high quality, well-positioned companies with leadership that the Portfolio Manager believes exhibits management integrity
and are focused on sustainability issues relevant to their business. In doing such, the Portfolio Manager seeks to identify companies
with certain practices, including (i) clear and relevant communication regarding management’s understanding, commitment to, and
prioritization of, sustainability issues relevant to the business; (ii) identification and disclosure of material sustainability considerations
and management objectives (e.g., sustainability-linked goals
2
Quality Equity Portfolio (Class S)
and targets,
including their supply chain, or executive compensation frameworks linked to such goals and targets); and/or (iii) board-level oversight
on material sustainability issues.
In seeking to identify companies
that the Portfolio Manager believes to be high-quality, the Portfolio Manager looks for the following characteristics: solid balance sheets,
durable business franchise with a sound business model (i.e., established businesses focused on long-term profitability and cash flow),
high-integrity management teams with a history of successfully allocating capital and generating returns for shareholders, and a conservative
capital structure. Furthermore, among companies that meet these criteria, the Portfolio Manager looks for companies exhibiting characteristics
that in the Portfolio Manager’s judgement are consistent with Quality at a Reasonable Price (“QARP”). In determining
his assessment of valuation, the Portfolio Manager may consider, return on invested capital (“ROIC”), his assessment of
future economic earnings, free cash flow analysis, multiples of price to earnings, revenues, book values, or other fundamental metrics,
with the objective of buying what the Portfolio Manager believes to be higher-quality companies at a reasonable price. While these judgments
are inevitably subjective and may be informed by both internally generated and third-party metrics, the Portfolio Manager endeavors to
avoid companies that do not meet his QARP investment framework.
Among companies that meet these criteria,
the Portfolio Manager focuses on identifying companies that show leadership in financially material environmental,
social and
governance considerations,
including: (i) environmental issues; (ii) safe and equitable
workplace practices; (iii) constructive community relations; (iv) supply chain issues; (v) product integrity (e.g., safety, quality) and
(vi) disclosure and sustainability reporting.
Consistent with the Portfolio Manager’s
focus on selecting companies in accordance with the Fund’s Sustainable Investing Criteria, the Portfolio Manager focuses on identifying
companies that are responsive to financially material environmental issues, including those that have identified and communicated climate-related
risks and opportunities, have identified and communicated net-zero transition plans, have committed to or are transitioning to facilitate
global decarbonization and/or the reduction of other greenhouse gas emissions; are agents of favorable change in workplace policies (particularly
for women and minorities); are committed to upholding universal human rights standards; and are good corporate citizens. The Portfolio
Manager judges companies on their corporate citizenship overall, considering their accomplishments as well as their goals. While these
judgments are inevitably subjective, consistent with the Fund’s focus on selecting companies in accordance with the Fund’s
Sustainable Investing Criteria, the Portfolio Manager endeavors to avoid companies that derive revenue from gambling or the production
of alcohol, tobacco, weapons, nuclear power or private prisons. Consistent with the Portfolio Manager’s fundamental approach to
stock selection and in an effort to enhance shareholder value, the Portfolio Manager may engage with companies on a variety of topics,
including but not limited to, environmental impact, workplace policies, community relations, product integrity, supply chains, governance
and disclosure practices, and other emerging issues.
Although the Fund invests primarily
in domestic stocks, it may also invest in stocks of foreign companies. The Fund seeks to reduce risk by investing across many different
industries. The Fund may invest in exchange
traded funds
(“ETFs”).
The Fund is a non-diversified fund,
which means that it can invest more of its assets in fewer companies than a diversified fund.
The Portfolio Manager follows a disciplined
selling strategy and may sell a security if the Portfolio Manager believes it is unattractively valued, if a company’s business
fails to perform as expected, or when other opportunities appear more attractive.
The Fund will not change its strategy
of normally investing at least 80% of its net assets in equity securities, without providing shareholders at least 60 days’
notice. For this purpose, equity securities include common
stock, preferred
stock and securities convertible into common or preferred stock.
PRINCIPAL
INVESTMENT RISKS
Most of the Fund’s performance
depends on what happens in the stock market, the Portfolio Manager's evaluation of those developments, and the success of the Portfolio
Manager in implementing the Fund's investment strategies. The market's behavior can be difficult to predict, particularly in the short
term. There can be no guarantee that the Fund will achieve its goal. The Fund may take temporary defensive and cash management positions;
to the extent it does, it will not be pursuing its principal investment strategies.
The actual risk exposure taken by
the Fund in its investment program will vary over time, depending on various factors including the Portfolio Manager's evaluation of issuer,
political, regulatory, market, or economic developments. There can be no guarantee that the Portfolio Manager will be successful in his
attempts to manage the risk exposure of the Fund or will appropriately evaluate or weigh the multiple factors involved in investment decisions,
including issuer, market and/or instrument-specific analysis and valuation.
3
Quality Equity Portfolio (Class S)
The
Fund is a mutual fund, not a bank deposit, and is not guaranteed or insured by the Federal Deposit Insurance Corporation or any other
government agency. The value of your investment
may fall, sometimes sharply, and you could lose money by investing in the Fund.
Each of the following risks, which
are described in alphabetical order and not in order of any presumed importance, can significantly affect the Fund’s performance.
The relative importance of, or potential exposure as a result of, each of these risks will vary based on market and other investment-specific
considerations.
Currency Risk.
Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar. To the extent that the Fund invests
in securities or other instruments denominated in or indexed to foreign currencies, changes in currency exchange rates could adversely
impact investment gains or add to investment losses. Currency exchange rates may fluctuate significantly over short periods of time and
can be affected unpredictably by various factors, including investor perception and changes in interest rates; intervention, or failure
to intervene, by U.S. or foreign governments, central banks, or supranational entities; or by currency controls or political or regulatory
developments in the U.S. or abroad.
Foreign Risk.
Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure to
less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other protectionist
trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries, organizations,
companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations in foreign
currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement,
custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. As a result, foreign securities may fluctuate more widely in price,
and may also be less liquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar
fashion to important economic or political developments. In addition, foreign markets may perform differently than the U.S. market. The
effect of economic instability on specific foreign markets or issuers may be difficult to predict or evaluate. Regardless of where a company
is organized or its stock is traded, its performance may be affected significantly by events in regions from which it derives its profits
or in which it conducts significant operations.
Securities of issuers traded on foreign
exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities. Trading suspensions may
be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may be applied broadly by
exchanges or governmental authorities in response to market events. In the event that the Fund holds material positions in such suspended
securities or instruments, the Fund’s ability to liquidate its positions or provide liquidity to investors may be compromised and
the Fund could incur significant losses.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole.
The Fund's portfolio may contain
fewer securities than the portfolios of other funds, which increases the risk that the value of the Fund could go down because of the
poor performance of one or a few investments.
Liquidity Risk.
From time to time, the trading market for a particular investment in which the Fund invests, or a particular type of instrument in which
the Fund is invested, may become less liquid or even illiquid. Illiquid investments frequently can be more difficult to purchase or sell
at an advantageous price or time, and there is a greater risk that the investments may not be sold for the price at which the Fund is
carrying them. Certain investments that were liquid when the Fund purchased them may become illiquid, sometimes abruptly. Additionally,
market closures due to holidays or other factors may render a security or group of securities (e.g., securities tied to a particular country
or geographic region) illiquid for a period of time. An inability to sell a portfolio position can adversely affect the Fund’s
value or prevent the Fund from being able to take advantage of other investment opportunities. Market prices for such securities or other
investments may be volatile. During periods of substantial market volatility, an investment or even an entire market segment may become
illiquid, sometimes abruptly, which can adversely affect the Fund’s ability to limit losses.
Unexpected episodes of illiquidity,
including due to market or political factors, instrument or issuer-specific factors and/or unanticipated outflows or other factors, may
limit the Fund’s ability to pay redemption proceeds within the allowable time period. To meet redemption requests during periods
of illiquidity, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.
Market Volatility
Risk. Markets may be volatile and values of individual
securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political,
regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments,
and adverse
4
Quality Equity Portfolio (Class S)
investor sentiment
or publicity. Geopolitical and other risks, including environmental and public health risks may add to instability in world economies
and markets generally. Changes in value may be temporary or may last for extended periods. If the Fund sells a portfolio position before
it reaches its market peak, it may miss out on opportunities for better performance.
Mid- and Large-Cap
Companies Risk. At times, mid- and large-cap companies
may be out of favor with investors. Compared to smaller companies, large-cap companies may be unable to respond as quickly to changes
and opportunities and may grow at a slower rate. Compared to larger companies, mid-cap companies may depend on a more limited management
group, may have a shorter history of operations, less publicly available information, less stable earnings, and limited product lines,
markets or financial resources. The securities of mid-cap companies are often more volatile and less liquid than the securities of larger
companies and may be more affected than other types of securities by the underperformance of a sector, during market downturns, by adverse
publicity and investor perceptions, by interest rate changes and by government regulation.
Non-Diversified
Fund Risk. The
Fund is classified as non-diversified. As such, the percentage of the Fund’s assets invested in any single issuer or a few issuers
is not limited as much as it is for a fund classified as diversified. Investing a higher percentage of its assets in any one or a few
issuers could increase the Fund’s risk of loss and its share price volatility, because the value of its shares would be more susceptible
to adverse events affecting those issuers.
Other Investment
Company Risk. To the extent the Fund invests in other investment
companies, including money market funds and exchange-traded funds (ETFs), its performance will be affected by the performance of those
other investment companies. Investments in other investment companies are subject to the risks of the other investment companies’
investments, as well as to the other investment companies’ expenses.
An ETF is subject to ETF specific
risks and may trade in the secondary market at a price below the value of its underlying portfolio, may not be liquid and may be halted
by the listing exchange. An actively managed ETF’s performance will reflect its adviser’s ability to make investment decisions
that are suited to achieving the ETF’s investment objectives. A passively managed ETF may not replicate the performance of the
index it intends to track.
Private Companies
and Pre-IPO Investments Risk. Investments in private companies,
including companies that have not yet issued securities publicly in an initial public offering (“IPO”) (“pre-IPO
shares”), involve greater risks than investments in securities of companies that have traded publicly on an exchange for extended
periods of time. Investments in these companies are generally less liquid than investments in securities issued by public companies and
may be difficult for the Fund to value. Compared to public companies, private companies may have a more limited management group and limited
operating histories with narrower, less established product lines and smaller market shares, which may cause them to be more vulnerable
to competitors’ actions, market conditions and consumer sentiment with respect to their products or services, as well as general
economic downturns. In addition, private companies may have limited financial resources and may be unable to meet their obligations. The
Fund may only have limited access to a private company’s actual financial results and there is no assurance that the information
obtained by the Fund is reliable. These companies may not ever issue shares in an IPO and a liquid market for their shares may never develop,
which could adversely affect the Fund’s liquidity. If the company does issue shares in an IPO, IPOs are risky and volatile and
may cause the value of the Fund’s investment to decrease significantly. Moreover, because securities issued by private companies
are generally not freely or publicly tradable, the Fund may not have the opportunity to purchase, or the ability to sell, these securities
in the amounts, or at the prices, the Fund desires.
Issuer Specific
Risk. As of March 31, 2026, approximately 5% of the Fund’s
net assets are invested in Space Exploration Technologies Corp. (“Space X”), which is a private company with limited to
no liquidity and restrictions on transfer of the stock. As noted above, pre-IPO investments may be subject to additional contractual restrictions
on resale that would prevent the Fund from selling the company’s securities for a period of time following any IPO and we expect
this to impact the Fund’s ability to sell Space X shares for a period of time following any IPO. Even after any such contractual
restrictions expire, market liquidity for the shares may be limited, and the market price may be volatile, especially if all shares subject
to such contractual restrictions are sold at the same time by the Fund and other market participants, which could negatively affect the
Fund’s ability to sell shares at favorable prices.
Before investing in the Fund, investors
should carefully consider publicly available information about Space X. There can be no assurances that the Fund will maintain its investment
in Space X. However, for so long as the Fund maintains a significant investment in Space X, the Fund’s performance will be significantly
affected by the performance of Space X both pre- and post-any IPO. In addition, the Fund could be adversely impacted by developments affecting
space-related industries, artificial intelligence industries, social media, as well as market perceptions and sentiment and regulatory
developments related to these industries and areas or to Space X or its management. Unanticipated outflows from the Fund or other factors,
such as a general market downturn, could increase the Fund’s exposure to Space X and could limit
5
Quality Equity Portfolio (Class S)
the
Fund’s ability to pay redemption proceeds or could force the Fund to sell Space X or its other securities at an unfavorable time
and/or under unfavorable conditions.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the
interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies and markets in ways that
cannot be foreseen at this time.
Some countries, including the U.S.,
have adopted more protectionist trade policies, which is a trend that appears to be continuing globally. Slowing global economic growth,
the rise in protectionist trade policies, inflationary pressures, changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions, including the U.S. and other foreign nations, political
or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment,
commodity prices and currency values could affect the economies
and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on the U.S. dollar, may change foreign demand for U.S. assets
in ways that cannot be foreseen, which could have a negative impact on certain issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic
slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market volatility or reduce liquidity
in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular
issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets. Any of these could cause an increase
in market volatility, reduce liquidity across various markets or decrease confidence in the markets.
Regulators in the U.S. have adopted
a number of changes to regulations involving the markets and issuers, some of which apply to the Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit the Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the Fund.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the profitability and growth of certain issuers and industries may
be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of the Fund and its investments or operations could
be negatively impacted.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
Global climate change can have potential
effects on property and security values. Certain issuers, industries and regions may be adversely affected by the impact of climate change
in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate change, including
any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries and regions.
Redemption Risk.
The Fund may experience periods of large or frequent redemptions that could cause the Fund to sell assets at inopportune times, which
could have a negative impact on the Fund’s overall liquidity, or at a loss or depressed value. Redemption risk is greater to the
extent that one or more investors or intermediaries control a large percentage of investments in
6
Quality Equity Portfolio (Class S)
the Fund and
the risk is heightened during periods of declining or illiquid markets. Large redemptions could hurt the Fund’s performance, increase
transaction costs, and create adverse tax consequences.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in particular sectors, its performance will be especially sensitive to developments that significantly
affect those sectors. Individual sectors or sub-sectors may be more volatile, and may perform differently, than the broader market. The
industries that constitute a sector may all react in the same way to economic, political or regulatory events.
Sustainable Investing
Criteria Risk. The Fund’s application of its Sustainable
Investing Criteria is designed and utilized to help identify companies that demonstrate the potential to create economic value or reduce
risk; however, as with the use of any investment criteria in selecting a portfolio, there is no guarantee that the criteria used by the
Fund will result in the selection of issuers that will outperform other issuers, or help reduce risk in the portfolio. Investing based
on the Fund’s Sustainable Investing Criteria is qualitative and subjective by nature and there is no guarantee that the criteria
used by the Fund will reflect the beliefs or values of any particular investor. The use of the Fund’s Sustainable Investing Criteria
could also affect the Fund’s exposure to certain issuers, sectors or industries, and could impact the Fund’s investment
performance depending on whether the Sustainable Investing Criteria used are ultimately reflected in the market. Information used to evaluate
the Fund’s application of its Sustainable Investing Criteria, like other information used to identify companies in which to invest,
may not be readily available, complete, or accurate, which could negatively impact the Fund’s performance or create additional
risk in the portfolio.
Value Stock Risk.
Value stocks are those stocks whose stock prices, whether based on earnings, book value, or other financial measures, do not reflect their
full economic opportunities. Value stocks may remain undervalued for extended periods of time, may decrease in value during a given period,
may not ever realize what the portfolio management team believes to be their full value, or the portfolio management team’s assumptions
about intrinsic value or potential for appreciation may be incorrect. This may happen, among other reasons, because of a failure to anticipate
which stocks or industries would benefit from changing market or economic conditions or investor preferences.
A summary of the
Fund’s additional principal investment risks is as follows:
Risk of Increase
in Expenses. A decline in the Fund’s average net
assets during the current fiscal year due to market volatility or other factors could cause the Fund’s expenses for the current
fiscal year to be higher than the expense information presented in “Fees and Expenses.”
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents
can result from deliberate attacks or unintentional events. It is not possible for the Manager or the other Fund service providers to
identify all of the cybersecurity or other operational risks that may affect the Fund or to develop processes and controls to completely
eliminate or mitigate their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data
storage and operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology’s effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may
7
Quality Equity Portfolio (Class S)
lead
to economic and social disruptions. The unpredictable nature of AI’s impact on market dynamics complicates traditional risk assessment
models, making it challenging to identify risks and opportunities using historical data. Legal and regulatory frameworks governing AI’s
use, particularly concerning data privacy and protection, are evolving rapidly. These changes could materially alter how AI is used, which
may negatively impact the Fund.
Risk Management.
Risk is an essential part of investing. No risk management program can eliminate the Fund’s exposure to adverse events; at best,
it may only reduce the possibility that the Fund will be affected by such events, and especially those risks that are not intrinsic to
the Fund’s investment program. The Fund could experience losses if judgments about risk prove to be incorrect.
Valuation Risk.
The Fund may not be able to sell an investment at the price
at which the Fund has valued the investment. Such differences could be significant, particularly for illiquid securities and securities
that trade in relatively thin markets and/or markets that experience extreme volatility. If market or other conditions make it difficult
to value an investment, the Fund may be required to value such investments using more subjective methods, known as fair value methodologies.
Using fair value methodologies to price investments may result in a value that is different from an investment’s most recent price
and from the prices used by other funds to calculate their NAVs. The Fund uses pricing services to provide values for certain securities
and there is no assurance that the Fund will be able to sell an investment at the price established by such pricing services. The Fund’s
ability to value its investments in an accurate and timely manner may be impacted by technological issues and/or errors by third party
service providers, such as pricing services or accounting agents.
The following bar chart and table
provide an indication of the risks of investing in the Fund. The
bar chart shows how the Fund’s performance has varied from year to year. The table below the bar chart shows what the returns would
equal if you averaged out actual performance over various lengths of time and compares the returns with the returns of a broad based market
index. The index, which is described in “Description of Index” in the prospectus, has characteristics relevant
to the Fund’s investment strategy. The performance information does not reflect variable contract or qualified plan fees and expenses.
If such fees and expenses were reflected, returns would be less than those shown. Please refer to the prospectus for your variable contract
or your qualified plan documentation for information on their separate fees and expenses.
Returns would have been lower/higher
if Neuberger Berman Investment Advisers LLC had not reimbursed/recouped certain expenses and/or waived a portion of the investment management
fees during certain of the periods shown.
As of May 16, 2024, the Fund changed
its investment policy to become “non-diversified” under the Investment Company Act of 1940. Its performance prior to this
change might have been different if current policies had been in effect.
Past
performance is not a prediction of future results. Visit www.nb.com
or call 800-877-9700 for updated performance
information.
year-by-year
% Returns as of 12/31 each year
8
Quality Equity Portfolio (Class S)
average
annual total % returns as of 12/31/25
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S&P
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Neuberger Berman Investment Advisers
LLC (“Manager”) is the Fund’s investment manager.
The Fund is managed by Daniel P.
Hanson, CFA (Managing Director of the Manager). Mr. Hanson has managed the Fund since April 2022.
Buying
and Selling Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to the Fund.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share. When shares are bought or sold, the share price will be the
next share price calculated after the order has been received in proper form. Shares of the Fund may be purchased or redeemed (sold) on
any day the New York Stock Exchange is open.
Distributions made by the Fund to
an insurance company separate account or a qualified plan, and exchanges and redemptions of Fund shares made by a separate account or
qualified plan, ordinarily do not cause the contract holder or plan participant to recognize income or gain for federal income tax purposes.
Please see your variable contract prospectus or the governing documents of your qualified plan for information regarding the federal income
tax treatment of the distributions to the applicable separate account or qualified plan and the holders of the contracts or plan participants,
respectively.
Payments
to Financial Intermediaries
Neuberger Berman BD LLC and/or its
affiliates may pay insurance companies or their affiliates, qualified plan administrators, broker-dealers or other financial intermediaries,
for services to current and prospective variable contract owners and qualified plan participants who choose the Fund as an investment
option. These payments may create a conflict of interest by influencing the financial intermediary and its employees to recommend the
Fund over another investment or make the Fund available to their current or prospective variable contract owners and qualified plan participants.
Ask your financial intermediary or visit its website for more information.
9
Quality Equity Portfolio (Class S)
Descriptions of
Certain Practices and Security Types
Sustainable Investing.
Funds that follow environmental, social and governance considerations seek positive social and environmental impact in addition to economic
success. They are designed to allow investors to put their money to work and also support companies that follow principles of good corporate
citizenship.
Foreign Stocks.
There are many promising opportunities for investment outside the United States. Foreign markets can respond to different factors and
therefore may follow cycles that are different from each other. For this reason, many investors put a portion of their portfolios in foreign
investments as a way of gaining further diversification.
Value Investing.
At any given time, there are companies whose stock prices, whether based on earnings, book value, or other financial measures, do not
reflect their full economic opportunities. This happens when investors under-appreciate the business potential of these companies, or
are distracted by transient or non-fundamental issues. The value investor examines these companies, searching for those that may rise
in price when other investors realize their worth.
Additional Information about Principal
Investment Risks
This section provides additional
information about the Fund’s principal investment risks described in the Fund Summary section. The following risks are described
in alphabetical order and not in order of any presumed importance or potential exposure.
Currency Risk.
Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar. To the extent that the Fund invests
in securities or other instruments denominated in or indexed to foreign currencies, changes in currency exchange rates could adversely
impact investment gains or add to investment losses. Domestic issuers that hold substantial foreign assets may be similarly affected.
Currency exchange rates may fluctuate in response to factors external to a country’s economy, which makes the forecasting of currency
market movements extremely difficult. Currency exchange rates may fluctuate significantly over short periods of time and can be affected
unpredictably by various factors, including investor perception of a country’s economy and changes in interest rates; intervention,
or failure to intervene, by U.S. or foreign governments, central banks, or supranational entities, such as the International Monetary
Fund; or by currency controls or political or regulatory developments in the U.S. or abroad. Currency markets may be less regulated than
securities markets, may be riskier than other types of investments, and may increase the volatility of the Fund. To the extent the Fund
invests or hedges based on the perceived relationship between two currencies, there is a risk that the correlation between those currencies
may not behave as anticipated.
Foreign Risk.
Foreign securities involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure to
less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other protectionist
trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries, organizations,
companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations in foreign
currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets; settlement,
custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent auditing and
accounting, corporate disclosure, governance, and legal standards. The Fund may have limited or no legal recourse in the event of default
with respect to certain foreign securities. In addition, key information about the issuer, the markets or the local government or economy
may be unavailable, incomplete, or inaccurate. As a result, foreign securities may fluctuate more widely in price, and may also be less
liquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar fashion to important
economic or political developments. In addition, securities issued by U.S. entities with substantial foreign operations may involve risks
relating to political, economic, or regulatory conditions in foreign countries, as well as currency exchange rates. Regardless of where
a company is organized or its stock is traded, its performance may be affected significantly by events in regions from which it derives
its profits or in which it conducts significant operations.
Securities of issuers traded on foreign
exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities. Trading suspensions may
be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may be applied broadly by
exchanges or governmental authorities in response to market events. Suspensions may last for significant periods of time, during which
trading in the securities and in instruments that reference the securities, such as derivative instruments, may be halted. In the event
that the Fund holds material positions in such suspended securities or instruments, the Fund’s ability to liquidate its positions
or provide liquidity to investors may be compromised and the Fund could incur significant losses.
In addition, foreign markets may
perform differently than the U.S. market. Over a given period of time, foreign securities may underperform U.S. securities—sometimes
for years. The Fund could also underperform if it invests in countries or regions whose economic
performance falls short. To the extent that the Fund invests a portion of its assets in one country, state, region or
currency, an
adverse economic, business or political development may affect the value of the Fund’s investments more than if its investments
were not so invested.
The effect of economic instability
on specific foreign markets or issuers may be difficult to predict or evaluate. Some national economies continue to show profound instability,
which may in turn affect their international trading and financial partners or other members of their currency bloc.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole. The value of an issuer’s securities may deteriorate because of a variety of
factors, including disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation
against the issuer, perceived poor management performance, changes in economic or political conditions or in government regulations affecting
the issuer or the competitive environment. Certain unanticipated events, such as natural disasters, may have a significant adverse effect
on the value of an issuer’s securities.
Liquidity Risk.
From time to time, the trading market for a particular investment or type of investment in which the Fund invests is or may become less
liquid or even illiquid. Illiquid investments frequently can be more difficult to purchase or sell at an advantageous price or time. An
illiquid investment means any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in
seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Judgment plays
a greater role in pricing these investments than it does in pricing investments having more active markets, and there is a greater risk
that the investments may not be sold for the price at which the Fund is carrying them. The Fund may receive illiquid securities as a result
of its investment in securities involved in restructurings. Certain investments that were liquid when the Fund purchased them may become
illiquid, sometimes abruptly, particularly during periods of increased market volatility, adverse investor perception, economic uncertainty
or changes in interest rates. Additionally, market closures due to holidays or other factors may render a security or group of securities
(e.g., securities tied to a particular country or geographic region) illiquid for a period of time, which can be extensive. An inability
to sell a portfolio position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other
investment opportunities. Market prices for such securities or other investments may be volatile. Market participants attempting to sell
the same or a similar investment at the same time as the Fund could decrease the liquidity of such investments, especially during times
of market volatility. During periods of substantial market volatility, an investment or even an entire market segment may become illiquid,
sometimes abruptly, which can adversely affect the Fund’s ability to limit losses.
Unexpected episodes of illiquidity,
including due to market or political factors, instrument or issuer-specific factors and/or unanticipated outflows or other factors, may
limit the Fund’s ability to pay redemption proceeds within the allowable time period. To meet redemption requests during periods
of illiquidity, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.
Market Capitalization
Risk. To the extent the Fund invests in securities of small-,
mid-, or large-cap companies, it takes on the associated risks. At times, any of these market capitalizations may be out of favor with
investors. Compared to small- and mid-cap companies, large-cap companies may be unable to respond as quickly to changes and opportunities
and may grow at a slower rate. As such, the return on investment in securities of large-cap companies may be less than the return on investment
in securities of small- and/or mid-cap companies. Compared to large-cap companies, small- and mid-cap companies may depend on a more limited
management group, may have a shorter history of operations, less publicly available information, less stable earnings, and limited product
lines, markets or financial resources. The securities of small- and mid-cap companies may fluctuate more widely in price than the market
as a whole, which at times can be rapid and unpredictable, may be difficult to sell when the economy is not robust or during market downturns,
and may be more affected than other types of securities by the underperformance of a sector, during market downturns, by adverse publicity
and investor perceptions, by interest rate changes and by government regulation. There may also be less trading in small- or mid-cap securities,
which means that buy and sell transactions in those securities could have a larger impact on a security’s price than is the case
with large-cap securities and the Fund may not be able to liquidate a position at a particular time.
Market Volatility
Risk. Markets may be volatile and values of individual
securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political,
regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments,
and adverse investor sentiment or publicity. Changes in the financial condition of a single issuer may impact a market as a whole. Changes
in value may be temporary or may last for extended periods and may not have the same impact on all types of securities and instruments.
If the Fund sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance. Geopolitical
risks, including terrorism, tensions or open conflict between nations, or political or economic dysfunction within some nations that are
major players on the world stage or major producers of oil, may lead to overall instability in world economies and markets generally and
have led, and may in the future lead, to increased market volatility and may have
adverse long-term
effects. Similarly, environmental and public health risks, such as natural disasters or epidemics, or widespread fear that such events
may occur, may impact markets and economies adversely and cause market volatility in both the short- and long-term.
Non-Diversified
Fund Risk. The Fund is classified as non-diversified. As
such, the percentage of the Fund’s assets invested in any single issuer or a few issuers is not limited as much as it is for a
fund classified as diversified. Investing a higher percentage of its assets in any one or a few issuers could increase the Fund’s
risk of loss and its share price volatility, because the value of its shares would be more susceptible to adverse events affecting those
issuers.
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents
can result from deliberate attacks (e.g., malicious software coding, ransomware, or “hacking”) or unintentional events (e.g.,
inadvertent release of confidential information). A cybersecurity incident could, among other things, result in the loss or theft of customer
data or funds, customers or employees being unable to access electronic systems (“denial of services”), loss or theft of
proprietary information or corporate data, physical damage to a computer or network system, or remediation costs associated with system
repairs. A cybersecurity incident may not permit the Fund and its service providers to access electronic systems to perform critical duties
for the Fund, such as trading and calculating net asset value. Any cybersecurity incident could have a substantial adverse impact on the
Fund and its shareholders.
The occurrence of any of these problems
could result in a loss of information, regulatory scrutiny, reputational damage and other consequences, any of which could have a material
adverse effect on the Fund or its shareholders. The Manager, through its monitoring and oversight of Fund service providers, endeavors
to determine that service providers take appropriate precautions to avoid and mitigate risks that could lead to such problems. While the
Manager has established business continuity plans and risk management systems seeking to address these problems, there are inherent limitations
in such plans and systems, and it is not possible for the Manager or the other Fund service providers to identify all of the cybersecurity
or other operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence
or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and operations, and require ready
access to the internet to conduct their business. Thus, cybersecurity incidents could also affect issuers of securities in which the Fund
invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology's effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale, and speed of cybersecurity attacks. AI's role in increasing
automation raises concerns about job displacement and may lead to economic and social disruptions. The unpredictable nature of AI's impact
on market dynamics complicates traditional risk assessment models, making it challenging to identify risks and opportunities using historical
data. Legal and regulatory frameworks governing AI's use, particularly concerning data privacy and protection, are evolving rapidly. These
changes could materially alter how AI is used, which may negatively impact the Fund.
Other Investment
Company Risk. To the extent the Fund invests in other investment
companies, including money market funds and exchange-traded funds (ETFs), its performance will be affected by the performance of those
other investment companies and to the allocation of its assets among those other investment companies. Investments in other investment
companies are subject to the risks of the other investment companies’ investments, as well as to the other investment companies’
expenses. Other unaffiliated investment companies may also from time to time hold securities advised, or issued, by the Manager and its
affiliates.
An
ETF is subject to ETF specific risks and may trade in the secondary market at a price below the value of its underlying portfolio, may
not be liquid and may be halted by the listing exchange. An actively managed ETF's performance will reflect its adviser's ability to make
investment decisions that are suited to achieving the ETF's investment objectives. A passively managed ETF may not replicate the performance
of the index it intends to track because of, for example, the temporary unavailability of certain index securities in the secondary market
or discrepancies between the ETF and the index with respect to the weighting of securities or the number of stocks held. A passively managed
ETF may not be permitted to sell poorly performing stocks that are included in its index. Investing in ETFs could incur brokerage and
other trading costs for the Fund.
Private Companies
and Pre-IPO Investments Risk. Investments in private companies,
including companies that have not yet issued securities publicly in an initial public offering (“IPO”) (“pre-IPO
shares”) involve greater risks than investments in securities of companies that have traded publicly on an exchange for extended
periods of time. Investments in these companies are generally less liquid than investments in securities issued by public companies and
may be difficult for the Fund to value. Compared to public companies, private companies may have a more limited management group and limited
operating histories with narrower, less established product lines and smaller market shares, which may cause them to be more vulnerable
to competitors’ actions, market conditions and consumer sentiment with respect to their products or services, as well as general
economic downturns. In addition, private companies may have limited financial resources and may be unable to meet their obligations. This
could lead to bankruptcy or liquidation of such private company or the dilution or subordination of the Fund’s investment in such
private company. Additionally, there is significantly less information available about private companies’ business models, quality
of management, earnings growth potential and other criteria used to evaluate their investment prospects and the little public information
available about such companies may not be reliable. Because financial reporting obligations for private companies are not as rigorous
as public companies, it may be difficult to fully assess the rights and values of securities issued by private companies. The Fund may
only have limited access to a private company’s actual financial results and there is no assurance that the information obtained
by the Fund is reliable. These companies may not ever issue shares in an IPO and a liquid market for their shares may never develop, which
may negatively affect the price at which the Fund can sell these shares and make it more difficult to sell these shares, which could also
adversely affect the Fund’s liquidity. If the company does issue shares in an IPO, IPOs are risky and volatile and may cause the
value of the Fund’s investment to decrease significantly. Furthermore, these investments may be subject to additional contractual
restrictions on resale that would prevent the Fund from selling the company’s securities for a period of time following any IPO.
Moreover, because securities issued by private companies are generally not freely or publicly tradable, the Fund may not have the opportunity
to purchase, or the ability to sell, these securities in the amounts, or at the prices, the Fund desires. The Fund’s investment
in a private company generally will involve investing in restricted securities.
Issuer Specific
Risk. As of March 31, 2026, approximately 5% of the Fund’s
net assets are invested in Space Exploration Technologies Corp. (“Space X”), which is a private company with limited to
no liquidity and restrictions on transfer of the stock. As noted above, pre-IPO investments may be subject to additional contractual restrictions
on resale that would prevent the Fund from selling the company’s securities for a period of time following any IPO and we expect
this to impact the Fund’s ability to sell Space X shares for a period of time following any IPO. Even after any such contractual
restrictions expire, market liquidity for the shares may be limited, and the market price may be volatile, especially if all shares subject
to such contractual restrictions are sold at the same time by the Fund and other market participants, which could negatively affect the
Fund’s ability to sell shares at favorable prices.
Before investing in the Fund, investors
should carefully consider publicly available information about Space X. There can be no assurances that the Fund will maintain its investment
in Space X. However, for so long as the Fund maintains a significant investment in Space X, the Fund’s performance will be significantly
affected by the performance of Space X both pre- and post-any IPO. In addition, the Fund could be adversely impacted by developments affecting
space-related industries, artificial intelligence industries, social media, as well as market perceptions and sentiment and regulatory
developments related to these industries and areas or to Space X or its management. Unanticipated outflows from the Fund or other factors,
such as a general market downturn, could increase the Fund’s exposure to Space X and could limit the Fund’s ability to pay
redemption proceeds or could force the Fund to sell Space X or its other securities at an unfavorable time and/or under unfavorable conditions.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the
interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies and markets in ways that
cannot be foreseen at this time.
Some
countries, including the U.S., have adopted more protectionist trade policies, which is a trend that appears to be continuing globally.
Slowing global economic growth, the rise in protectionist trade policies, inflationary pressures, changes to some major international
trade and security agreements, risks associated with the trade and security agreement between countries and regions, including the U.S.
and other foreign nations, political or economic dysfunction within some countries or regions, including the U.S., and dramatic changes
in consumer sentiment, commodity
prices and currency values could affect the economies and markets of many nations, including the U.S., in ways that cannot necessarily
be foreseen at the present time and may create significant volatility in the markets. In addition, these policies, including the impact
on the U.S. dollar, may change foreign demand for U.S. assets in ways that cannot be foreseen, which could have a negative impact on certain
issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic
slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market volatility or reduce liquidity
in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular
issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets. Any of these could cause an increase
in market volatility, reduce liquidity across various markets or decrease confidence in the markets. Also, regulators have expressed concern
that changes in interest rates may cause investors to sell fixed income securities faster than the market can absorb them, contributing
to price volatility. Historical patterns of correlation among asset classes may break down in unanticipated ways during times of high
volatility, disrupting investment programs and potentially causing losses.
Regulators in the U.S. adopted a
number of changes to regulations involving the markets and issuers, some of which implicate a Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit a Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact its performance. Additionally, it is possible that such regulations could be
further revised or rescinded, which creates material uncertainty on their impact to the Fund.
Regulators in the U.S. have issued
an order granting exemptive relief to permit funds to offer both mutual fund share classes and ETF share classes. There are structural
and operational differences between mutual funds and ETFs, which give rise to different shareholder rights along with other differences
in this structure, including differences in portfolio transaction costs and distributions. Any use of this structure by a Fund, if available
to it, would be subject to the terms and conditions of such exemptive relief.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the profitability and growth of certain issuers and industries may
be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of a Fund and its investments or operations could be
negatively impacted.
Certain illnesses spread rapidly
and have the potential to significantly and adversely affect the global economy. The impact of epidemics and/or pandemics that may arise
in the future could negatively affect the economies of many nations, individual companies and the global securities and commodities markets,
including their liquidity, in ways that cannot necessarily be foreseen at the present time and could last for an extended period of time.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
China’s economy, which had
been sustained through debt-financed spending on housing and infrastructure, appears to be experiencing a significant slowdown and growing
at a lower rate than prior years. While the Chinese government appears to be taking measures to address these issues, due to the size
of China’s economy, the resolution of these issues could impact a number of other countries.
Global climate
change can have potential effects on property and security values. Certain issuers, industries and regions may be adversely affected by
the impact of climate change in ways that cannot be foreseen. The impact of legislation, regulation and international accords related
to climate change, including any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries
and regions.
A rise in sea levels, a change in
weather patterns, including an increase in powerful storms and large wildfires, and/or a climate-driven increase in flooding could cause
properties to lose value or become unmarketable altogether. Unlike previous declines in the real estate market, properties in affected
zones may not ever recover their value. Regulatory changes and divestment movements tied to concerns about climate change could adversely
affect the value of certain land and the viability of industries whose activities or products are seen as accelerating climate change.
Losses related to climate change
could adversely affect corporate issuers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities that
depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property and/or of corporate,
municipal or mortgage-backed securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult
to know the time period over which these market effects might unfold.
Redemption Risk.
The Fund may experience periods of large or frequent redemptions that could cause the Fund to sell assets at inopportune times, which
could have a negative impact on the Fund’s overall liquidity, or at a loss or depressed value. Redemption risk is greater to the
extent that one or more investors or intermediaries control a large percentage of investments in the Fund, have short investment horizons,
or have unpredictable cash flow needs. In addition, the risk is heightened if redemption requests are unusually large or frequent or occur
during periods of declining or illiquid markets. Large redemptions could hurt the Fund’s performance, increase transaction costs
and create adverse tax consequences.
Risk Management.
Management undertakes certain analyses with the intention of identifying particular types of risks and reducing the Fund’s exposure
to them. However, risk is an essential part of investing, and the degree of return an investor might expect is often tied to the degree
of risk the investor is willing to accept. By its very nature, risk involves exposure to the possibility of adverse events. Accordingly,
no risk management program can eliminate the Fund’s exposure to such events; at best, it may only reduce the possibility that the
Fund will be affected by adverse events, and especially those risks that are not intrinsic to the Fund’s investment program. While
the prospectus describes material risk factors associated with the Fund’s investment program, there is no assurance that as a particular
situation unfolds in the markets, management will identify all of the risks that might affect the Fund, rate their probability or potential
magnitude correctly, or be able to take appropriate measures to reduce the Fund’s exposure to them. The Fund could experience losses
if judgments about risk prove to be incorrect. Measures taken with the intention of decreasing exposure to identified risks might have
the unintended effect of increasing exposure to other risks.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in one sector, industry, or sub-sector of the market, its performance will be especially sensitive
to developments that significantly affect those sectors, industries, or sub-sectors. An individual sector, industry, or sub-sector of
the market may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all
react in the same way to economic, political or regulatory events. The Fund’s performance could also be affected if the sectors,
industries, or sub-sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely
affect performance. For a summary of the Fund’s recent sector allocations, see its most recent shareholder report. (The information
in the report is as of the date of the report and may have changed.) For information about the risks of investing in particular sectors,
see the Fund’s Statement of Additional Information.
Sustainable Investing
Criteria Risk. The Fund’s application of its Sustainable
Investing Criteria is designed and utilized to help identify companies that demonstrate the potential to create economic value or reduce
risk; however, as with the use of any investment criteria in selecting a portfolio, there is no guarantee that the criteria used by the
Fund will result in the selection of issuers that will outperform other issuers, or help reduce risk in the portfolio. Investing based
on the Fund’s Sustainable Investing Criteria is qualitative and subjective by nature and there is no guarantee that the criteria
used by the Fund will reflect the beliefs or values of any particular investor. The use of the Fund’s Sustainable Investing Criteria
could also affect the Fund’s exposure to certain issuers, sectors or industries, and could impact the Fund’s investment
performance depending on whether the Sustainable Investing Criteria used are ultimately reflected in the market. Information used to evaluate
the Fund's application of its Sustainable Investing Criteria, like other information used to identify companies in which to invest, may
not be readily available, complete, or accurate, which could negatively impact the Fund's performance or create additional risk in the
portfolio. In addition, there is a risk that the companies identified by the Fund’s Sustainable Investing Criteria do not operate
as expected when addressing sustainable investing issues.
Valuation Risk.
The Fund may not be able to sell an investment at the price at which the Fund has valued the investment. Such differences could be significant,
particularly for illiquid securities and securities that trade in relatively thin markets and/or markets
that
experience extreme volatility. If market or other conditions make it difficult to value an investment, the Fund may be required to value
such investments using more subjective methods, known as fair value methodologies. Using fair value methodologies to price investments
may result in a value that is different from an investment’s most recent closing price and from the prices used by other funds
to calculate their NAVs. Investors who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive
fewer or more shares, or lower or higher redemption proceeds, than they would have received if the Fund had not held fair-valued securities
or had used a different methodology. The value of foreign securities, certain futures, fixed income securities, and currencies may be
materially affected by events after the close of the markets on which they are traded but before the Fund determines its net asset value.
The impact of a closed foreign market on the Fund is likely to be greater if a large portion of the Fund's investments trade on that closed
foreign market or when the foreign market is closed for unscheduled reasons. The value of the Fund's investments may change on days or
during time periods when investors are not able to purchase or sell Fund shares. The Fund uses pricing services to provide values for
certain securities and there is no assurance that the Fund will be able to sell an investment at the price established by such pricing
services. Different pricing services use different valuation methodologies, potentially resulting in different values for the same investments.
As a result, if the Fund were to change pricing services, or if a pricing service were to change its valuation methodology, the value
of the Fund’s investments could be impacted. The Fund’s ability to value its investments in an accurate and timely manner
may be impacted by technological issues and/or errors by third party service providers, such as pricing services or accounting agents.
Value Stock Risk.
Value stocks are those stocks whose stock prices, whether based on earnings, book value, or other financial measures, do not reflect their
full economic opportunities. Value stocks may remain undervalued for extended periods of time, may decrease in value during a given period,
may not ever realize what the portfolio management team believes to be their full value, or the portfolio management team’s assumptions
about intrinsic value or potential for appreciation may be incorrect. This may happen because value stocks, as a category, lose favor
with investors compared to growth stocks, because of a failure to anticipate which stocks or industries would benefit from changing market
or economic conditions, or because the stocks’ worth was misgauged. Entire industries or sectors may lose favor with investors,
and the Fund, in seeking value stocks, may focus its investments more heavily in those industries or sectors. Value investing historically
has gone in and out of favor during past market cycles. At times when value investing is out of favor, the securities of value companies
may underperform the securities of other companies.
Information about Additional Risks
and Other Practices
As discussed in the Fund’s
Statement of Additional Information, the Fund may engage in certain practices and invest in certain securities in addition to those described
as its “principal investment strategies” in the Fund Summary section. For example, should the Fund engage in borrowing or
securities lending or should the Fund use derivatives, it will be subject to the additional risks associated with these practices and
securities, some or all of which may already be included in its “principal investment strategies.”
Borrowing money, securities lending,
or using derivatives would create investment leverage, meaning that certain gains or losses would be amplified, increasing share price
movements. The Fund may, to a limited extent, use certain derivatives for hedging or investment purposes. A derivative instrument, whether
used for hedging or for speculation, could fail to perform as expected, causing a loss for the Fund.
In addition, the Fund may be an investment
option for a Neuberger fund that is managed as a “fund of funds.” As a result, from time to time, the Fund may experience
relatively large redemptions or investments and could be required to sell securities or to invest cash at a time when it is not advantageous
to do so.
In anticipation of adverse or uncertain
market, economic, political, or other temporary conditions, including during periods of high cash inflows or outflows, the Fund may temporarily
depart from its goal and use a different investment strategy (including leaving a significant portion of its assets uninvested) for defensive
purposes. Doing so could help the Fund avoid losses, but may mean lost opportunities. In addition, in doing so different factors could
affect the Fund’s performance and the Fund may not achieve its goal.
In addition, to the extent the Fund
is undergoing a transition (such as a change in strategy, rebalancing, reorganization, liquidation or experiencing large inflows or outflows)
or takes a temporary defensive position, it may deviate from its principal investment strategies during such period.
The Fund may change its goal without
shareholder approval.
Please see the Statement of Additional
Information for more information.
Description of Index
The S&P
500® Index is a float-adjusted, market capitalization-weighted
index that focuses on the large-cap segment of the U.S. equity market, and includes a significant portion of the total value of the market.
Neuberger Berman
Investment Advisers LLC (“Manager”), located
at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s investment manager and administrator. Neuberger Berman BD LLC
(“Distributor”), located at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s distributor. Pursuant
to an investment advisory agreement, the Manager is responsible for choosing the Fund’s investments and handling its day-to-day
business. The services provided by the Manager as the investment manager and administrator include, among others, overall responsibility
for providing all supervisory, management, and administrative services reasonably necessary for the operation of the Fund, which may include,
among others, compliance monitoring, operational and investment risk management, legal and administrative services and portfolio accounting
services. The Manager carries out its duties subject to the policies established by the Board of Trustees. The investment advisory agreement
establishes the fees the Fund pays to the Manager for its services as the Fund’s investment manager and the expenses paid directly
by the Fund. Together, the Neuberger affiliates manage approximately $567
billion in total assets (as of 3/31/2026) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2025,
the management fees (i.e., advisory and administration fees) paid to the Manager by the Fund were 0.82% of the Fund's average daily net
assets for Class S.
A discussion regarding the basis
for the Board of Trustees’ approval of the investment advisory agreement is available in the Fund's Form N-CSR for the fiscal year
ended December 31, 2025.
NBIA may engage one or more of foreign
affiliates that are not registered under the Investment Advisers Act of 1940, as amended (“participating affiliates”) in
accordance with applicable SEC no-action letters. As participating affiliates, whether or not registered with the SEC, the affiliates
may provide designated investment personnel to associate with NBIA as “associated persons” of NBIA and perform specific
advisory services for NBIA, including services for the Fund, which may involve, among other services, portfolio management and/or placing
orders for securities and other instruments. The designated employees of a participating affiliate act for NBIA and are subject to certain
NBIA policies and procedures as well as supervision and periodic monitoring by NBIA. The Fund will pay no additional fees and expenses
as a result of any such arrangements.
Neither this Prospectus nor the Statement
of Additional Information is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred
explicitly by federal or state securities laws that have not been waived. The Fund enters into contractual arrangements with various parties,
including, among others, the Manager, who provide services to the Fund. Shareholders are not parties to, or intended to be third party
beneficiaries of, those contractual arrangements. Where shareholders are not third party beneficiaries of contractual arrangements, those
contractual arrangements cannot be enforced by shareholders acting on their own behalf.
Please see the Statement of Additional
Information for additional information about the Portfolio Manager’s compensation, other accounts managed by the Portfolio Manager,
and the Portfolio Manager’s ownership of Fund shares.
Daniel P. Hanson,
CFA, is a Managing Director of the Manager. He has been
Senior Portfolio Manager of the Fund since April 2022. Mr. Hanson joined the firm in 2022. Prior to joining the firm, Mr. Hanson spent
over 25 years at other asset management firms where he held various roles such as chief investment officer, partner and portfolio manager.
Financial Highlights
These financial
highlights describe the performance of the Fund's Class S shares for the fiscal periods indicated.
All figures have been derived from the financial statements
audited by Ernst & Young LLP, the Fund’s independent registered public accounting firm. Their report, along with full financial
statements, appears in the Fund’s most recent Form N-CSR (see back cover).
This information does not reflect
variable contract or qualified plan fees and expenses. If such fees and expenses were reflected, returns would be less than those shown.
Please refer to the prospectus for your variable contract or your qualified plan documentation for information on their separate fees
and expenses.
Neuberger Berman Advisers
Management Trust–Quality
Equity Portfolio—Class
S Shares
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Data
apply to a single share throughout each year indicated. You can see what the Fund earned (or
lost),
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Share
price (NAV) at beginning of year |
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Income
from investment operations |
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Net
investment income (loss)(1)
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Net
gains (losses)—realized
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Subtotal:
income (loss) from investment operations |
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Distributions
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Capital
gain distributions |
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Subtotal:
distributions to shareholders |
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Share
price (NAV) at end of year |
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RATIOS
(% OF AVERAGE NET ASSETS) |
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The
ratios show the Fund's expenses and net investment income (loss), as they actually are as well as
how
they would have been if certain expense reimbursement arrangements had not been in effect. |
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Net
investment income (loss)—actual
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Total
return shows how an investment in the Fund would have performed over each year, assuming all
distributions
were reinvested. The turnover rate reflects how actively the Fund bought and sold
securities.
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Net
assets at end of year (in millions of dollars) |
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Portfolio
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(1)
Calculated
based on the average number of shares outstanding during each fiscal period.
(2)
Shows
what this ratio would have been if there had been no expense reimbursement/repayment.
(3)
Does
not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are
direct shareholders of the Fund are not affected by insurance related expenses.
(4)
Would
have been lower/higher if the Manager had not reimbursed/recouped certain expenses.
Your
Investment
Buying and Selling Fund Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to this Fund.
Redemption proceeds are typically
sent out the next business day after an order is executed, and nearly always within seven days regardless of payment type. The Fund typically
expects to meet redemption requests, under both normal and stressed market conditions, by redeeming cash and cash equivalent portfolio
holdings and/or selling portfolio securities or other instruments. As stated below, and in the Fund’s Statement of Additional Information,
the Fund also reserves the right to redeem an investor’s shares in kind (i.e., providing investors with securities instead of cash),
in whole or in part to meet redemption requests in stressed market conditions and other appropriate circumstances. Redemptions in kind
may cause you to incur transaction costs to the extent you dispose of the securities redeemed in kind and the value of the securities
redeemed in kind may decrease between the time of redemption and the time of such sale. The Fund may also borrow under any available line
of credit and other available methods to meet redemption requests in both normal and stressed market conditions and other appropriate
circumstances.
Under certain circumstances, which
may include normal and stressed market conditions, the Fund reserves the right to:
■
suspend
the offering of shares
■
reject
any exchange or purchase order
■
suspend
or reject future purchase orders from any investor who has not provided timely payment to settle a purchase order
■
satisfy
an order to sell Fund shares with securities rather than cash
■
change,
suspend, or revoke the exchange privilege
■
suspend
the telephone order privilege
■
suspend
or postpone investors’ ability to sell Fund shares or postpone payments on redemptions for more than seven days, on days when trading
on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the Securities and Exchange Commission
(“SEC”)
■
remain
open and process orders to purchase or sell Fund shares when the Exchange is closed.
Frequent purchases, exchanges and
redemptions of Fund shares (“market-timing activities”) can interfere with effective Fund management and adversely affect
Fund performance in various ways, including by requiring a portfolio manager to liquidate portfolio holdings at a disadvantageous time
or price, by increasing costs (such as brokerage costs) to the Fund by requiring a portfolio manager to effect more frequent purchases
and sales of portfolio securities, and possibly by requiring a portfolio manager to keep a larger portion of Fund assets in cash, all
of which could adversely affect the interests of long-term shareholders. To discourage market-timing activities by Fund shareholders,
the Board of Trustees has adopted market-timing policies and has approved the procedures of the principal underwriter for implementing
those policies. Pursuant to such policies, the exchange privilege can be withdrawn from any investor that is believed to be “timing
the market” or is otherwise making exchanges judged to be excessive. In furtherance of these policies, under certain circumstances,
the Fund reserves the right to reject any exchange or purchase order; change, suspend or revoke the exchange privilege.
The Manager applies the Fund’s
policies and procedures with respect to market-timing activities by monitoring trading activity in the Fund, identifying excessive trading
patterns, and warning or prohibiting shareholders who trade excessively from making further purchases or exchanges of Fund shares. These
policies and procedures are applied consistently to all shareholders. Although the Fund makes efforts to monitor for market-timing activities,
the ability of the Fund to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement
plan accounts and other approved financial intermediaries may be limited in those instances in which the financial intermediary maintains
the underlying shareholder accounts. Accordingly, there can be no assurance that the Fund will be able to eliminate all market-timing
activities.
Because the Fund is offered to different
insurance companies, and for different types of variable contracts—annuities
and life insurance—and
to qualified plans, groups with different interests will share the Fund. Due to differences of tax treatment and other
considerations among these shareholders, it is possible (although not likely) that the interests of the shareholders might sometimes be
in conflict. For these reasons, the Board of Trustees of the Fund watch for the existence of any material irreconcilable conflicts and
will determine what action, if any, should be taken in the event of a conflict. If there is a conflict, it is
possible that
to resolve it, one or more insurance company separate accounts or qualified plans might be compelled to withdraw its investment in the
Fund. While this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share.
The Fund is generally open for business
every day the Exchange is open. The Exchange is generally closed on all national holidays and Good Friday; Fund shares will not be priced
on those days or other days on which the Exchange is scheduled to be closed. When the Exchange is closed for unusual reasons, Fund shares
will generally not be priced although the Fund may decide to remain open and price Fund shares and in such a case, the Fund would post
a notice on www.nb.com.
The Fund normally calculates its
share price on each day the Exchange is open once daily as of 4:00 P.M., Eastern time. In the event of an emergency or other disruption
in trading on the Exchange, the Fund’s share price would still normally be determined as of 4:00 P.M., Eastern time. In general,
every buy or sell order you place will go through at the next share price calculated after your order has been received in proper form;
check with your insurance company or qualified plan administrator to find out by what time your order must be received so that it can
be processed the same day. Depending on when your insurance company or qualified plan administrator accepts orders, it is possible that
the Fund's share price could change on days when Fund shares cannot be bought or sold.
Because foreign markets may be open
on days when U.S. markets are closed, the value of foreign securities owned by the Fund could change on days when Fund shares cannot be
bought or sold. Remember, though, any purchase or sale takes place at the next share price calculated after you send your order to your
insurance company or qualified plan administrator and it is received in proper form.
The
net asset value per share of each class of the Fund is the total value of Fund assets attributable to shares of that class minus the liabilities
attributable to that class, divided by the total number of shares outstanding for that class. Because the value of the Fund's portfolio
securities changes every business day, its share price usually changes as well.
The
Fund generally values its investments based upon their last reported sale prices, market quotations, or estimates of value provided by
an independent pricing service as of the time as of which the Fund’s share price is calculated. Equity securities (including securities
issued by ETFs) and exchange-traded derivative instruments held by the Fund generally are valued by one or more independent pricing services
approved by the Manager at the last reported sale price or official closing price or, if there is no reported sale quoted on a principal
exchange or market for that security or official closing price, on the basis of market quotations. Debt securities and certain derivative
instruments that do not trade on an exchange held by the Fund generally are valued by one or more independent pricing services approved
by the Manager on the basis of market quotations and in the case of derivatives, market data about the underlying investments. Short-term
securities held by the Fund may be valued on the basis of amortized cost, unless other factors indicate that amortized cost is not an
accurate estimate of the security’s value.
Investments
in non-exchange traded investment companies are valued using the respective fund’s daily calculated net asset value per share.
The prospectuses for these funds explain the circumstances under which the funds will use fair value pricing and the effects of using
fair value pricing.
If
a valuation for a security is not available from an independent pricing service or if the Manager believes in good faith that the valuation
does not reflect the amount a Fund would receive on a current sale of that security, the Fund seeks to obtain quotations from brokers
or dealers. If such quotations are not readily available, the Fund may use a fair value estimate made according to methods approved by
the Manager. Pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended, the Board of Trustees designated the Manager
as the Fund’s valuation designee. As the Fund’s valuation designee, the Manager is responsible for determining fair value
in good faith for any and all Fund investments. The Fund may also use these methods to value certain types of illiquid securities. Fair
value pricing generally will be used if the market in which a portfolio security trades closes early or if trading in a particular security
was halted during the day and did not resume prior to the time as of which a Fund’s share price is calculated.
The
Fund may also fair value securities that trade in a foreign market if significant events that appear likely to affect the value of those
securities occur between the time the foreign market closes and the time as of which the Fund’s share price is calculated. Significant
events may include (1) corporate actions or announcements that affect a single
issuer,
(2) governmental actions that affect securities in one sector, country or region, (3) natural disasters or armed conflicts that affect
a country or region, or (4) significant domestic or foreign market fluctuations.
For
certain foreign assets, after the relevant foreign markets have closed, a third-party vendor supplies evaluated, systematic fair value
pricing based upon analysis of historical correlation of multiple factors. In the case of both foreign equity and foreign income securities,
in the absence of precise information about the market values of these foreign securities as of the time as of which a Fund’s share
price is calculated, the Manager has determined on the basis of available data that prices adjusted or evaluated in this way are likely
to be closer to the prices a Fund could realize on a current sale than are the prices of those securities established at the close of
the foreign markets in which the securities primarily trade. Please see the Funds’ Statement of Additional Information for additional
detail about the Funds’ fair valuation practices.
The
effect of using fair value pricing is that a portfolio security will be priced based on the subjective judgment of the Manager, operating
under procedures approved by the Manager, instead of being priced using valuations from an independent pricing service. Fair value pricing
can help to protect the Fund by reducing arbitrage opportunities available to short-term traders, but there is no assurance that fair
value pricing will completely prevent dilution of the Fund’s net asset value by such traders.
Trading
in securities on many foreign exchanges is normally completed before the Fund calculates its net asset value. In addition, foreign markets
may be open on days when U.S. markets are closed. As a result, the value of foreign securities owned by the Fund could change at times
or on days when the Fund’s net asset value is not calculated, when Fund shares do not trade, and when sales and redemptions of
Fund shares do not occur.
While the Manager may serve as the
adviser or sub-adviser of other funds that have similar names, goals, and strategies as the Fund, there may be certain differences between
the Fund and these other funds in matters such as size, cash flow patterns and tax matters, among others. As a result, there could also
be differences in performance.
The Fund uses a “multiple
class” structure. The Fund offers Class I and Class S shares that have identical investment programs, but may have different fee
waivers and different arrangements for distribution and shareholder servicing and, consequently, different expenses. Shares of a class
to which a fee waiver applies may not be available to all investors in the Fund. Rather, they will be made available to investors meeting
eligibility criteria outlined in the prospectuses for such share classes. This prospectus relates only to Class S shares of the Fund.
Distributions.
The Fund pays out to shareholders of record any net income and net realized capital gains. Ordinarily, the Fund makes distributions once
a year, in October. All dividends and other distributions received by shareholders of record are automatically reinvested in Fund shares.
How distributions
and transactions are taxed. Dividends and other distributions
made by the Fund, as well as transactions in Fund shares, generally are not taxable, except to the extent described in your qualified
plan documentation or variable contract prospectus. Please consult such documents for more information.
Other tax-related
considerations. The Fund intends to continue to qualify
for treatment as a “regulated investment company” for federal tax purposes (“RIC”) by satisfying the requirements
under Subchapter M of Chapter 1 of Subtitle A (“Subchapter M”) of the Internal Revenue Code of 1986, as amended (“Code”).
As a RIC, the Fund is not subject to federal income tax on its ordinary income and net realized capital gains that it distributes to its
shareholders. It is the Fund’s intention to distribute all such income and gains for each taxable year.
Because the Fund is offered to, among
others, insurance company separate accounts (each, a “Separate Account”) to fund variable contracts, it must meet special
diversification standards beyond those that apply to RICs in general under Subchapter M. That is so because Section 817(h) of the Code
and the regulations thereunder require that a Separate Account be “adequately diversified” (see the next paragraph for certain
rules regarding that term) in order for the tax deferral for variable contracts based thereon to apply. In determining whether a Separate
Account is so diversified, the Separate Account may “look-through” a RIC that satisfies certain criteria–which
the Fund has done for each past taxable year and intends to continue to do–and treat the RIC’s assets as its
own. If the Fund’s assets failed to meet those diversification standards, you could be subject to adverse tax consequences–for
example, distributions of the net income earned and net
gains realized by the Fund to the Separate Accounts that are invested in
the Fund (“Fund
Accounts”) would generate a current tax liability for you instead of the tax deferral mentioned above. Accordingly, the Fund intends
to continue to comply with the diversification requirements of Section 817(h) and the regulations so that owners of the variable contracts
based on the Fund Accounts will not be subject to federal tax on distributions from the Fund to those Accounts.
Under the relevant regulations, a
Separate Account is deemed to be adequately diversified if (1) no more than 55% of the value of the account’s total assets is represented
by any one investment, (2) no more than 70% of that value is represented by any two investments, (3) no more than 80% of that value is
represented by any three investments, and (4) no more than 90% of that value is represented by any four investments. Section 817(h) and
those regulations also provide, as a safe harbor, that a Separate Account will be treated as being adequately diversified if the diversification
requirements under Subchapter M are satisfied and no more than 55% of the value of its total assets is represented by cash and cash items,
government securities, and securities of other RICs. For purposes of those regulations, all securities of the same issuer are treated
as a single investment, but each U.S. government agency or instrumentality is treated as a separate issuer. It is possible that complying
with these requirements may at times call for decisions that could reduce investment performance.
The foregoing is only a summary of
some of the important federal income tax considerations generally affecting the Fund and you. Please refer to the Statement of Additional
Information for more information about the taxation of the Fund. You should refer to the prospectus for your variable contract or your
qualified plan documentation, or consult with your tax adviser, for information regarding taxes applicable to your variable contract or
qualified plan, as applicable.
Insurance
and Qualified Plan Expenses
The
fees and policies outlined in this prospectus are set by the Fund and by the Distributor. The fee information here does not include the
fees and expenses charged by your insurance company under your variable contract or by your qualified plan; for those fees and expenses,
you will need to see the prospectus for your variable contract or your qualified plan documentation.
Distribution
and Shareholder Servicing
Class
S shares of the Fund have adopted a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 that provides for payment to
the Distributor of a fee at an annual rate of 0.25% of the Class’ average net assets to compensate financial intermediaries for
providing distribution related services to the Fund and/or administrative or shareholder services to Fund shareholders. The Distributor
may also retain part of this fee as compensation for providing these services. These fees increase the cost of investment. Because these
fees are paid out of the Fund’s assets on an ongoing basis, over the long term they could result in higher overall costs than other
types of sales charges.
Additional
Payments to Financial Intermediaries
The
Distributor and/or its affiliates pay additional compensation, out of their own resources and not as an expense of the Fund, to affiliates,
insurance companies and their affiliates, qualified plan administrators and their affiliates, and other financial intermediaries in connection
with the sale, distribution, retention and/or servicing of Fund shares. The amount of these payments may be substantial and may differ
among financial intermediaries based on, for example, the level or type of services provided by a financial intermediary. These payments
are in addition to any fees paid to compensate financial intermediaries for providing distribution related services to the Fund and/or
administrative or shareholder services to Fund shareholders. These arrangements are separately negotiated between the Distributor and/or
its affiliates, and the recipients of these payments and/or their affiliates. If your financial intermediary receives such payments, these
payments may compensate the financial intermediary for providing services to you as a variable contract owner or qualified plan participant,
and may also provide an incentive for the financial intermediary to make the Fund’s shares available to you, or recommend the Fund
to you, as a current or prospective variable contract owner or qualified plan participant, and therefore promote distribution of the Fund’s
shares. Please speak with your insurance company, qualified plan administrator or other financial intermediary to learn more about any
payments it receives from the Distributor and/or its affiliates, as well as fees and/or commissions the financial intermediary charges.
You should also consult disclosures made by your financial intermediary at the time of purchase. Any such payments by the Distributor
or its affiliates will not change the net asset value or the price of the Fund’s shares. For more information, please see the Fund’s
Statement of Additional Information.
Portfolio Holdings
Policy
A description of the Fund’s
policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement
of Additional Information.
The complete portfolio holdings for
the Fund are available at www.nb.com/holdings (click on the tab with the name of the relevant Fund). The complete portfolio holdings for
the Fund are generally posted 15-30 days after each month-end.
The Fund’s complete portfolio
holdings will remain available at this website until the subsequent month-end holdings have been posted. Complete portfolio holdings for
the Fund will also be available in reports on Form N-PORT and Form N-CSR filed with the SEC. Historical portfolio holdings are available
upon request.
Generally, no earlier than five business
days after month-end, the Fund may publicly disclose via various shareholder and public communications, such as portfolio manager commentaries,
fact sheets or other marketing materials, which will be publicly available at www.nb.com, certain portfolio characteristics and partial
information concerning portfolio holdings for the month as of month-end, including but not limited to: up to the top 10 holdings of the
Fund (if the Fund engages in short selling, it may also disclose up to the top 10 short positions); up to the top 10 holdings that contributed
to and/or detracted from performance or were the best and/or worst performers; sector breakdowns or changes to portfolio composition (e.g.,
buys and sells). This information will typically remain available at this website until information for the subsequent month has been
posted; however, to comply with Rule 30e-3 under the Investment Company Act of 1940, as amended, quarter-end information may be retained
on this website for the Fund’s previous fiscal year. The Fund may also post intra-month updates to holdings and certain portfolio
characteristics to www.nb.com. Any such intra-month update would be in addition to and not in lieu of the holdings disclosure policies
described above.
NEUBERGER
BERMAN ADVISERS MANAGEMENT TRUST
Quality Equity Portfolio
(Class S) Shares
If you would like further details
on this Fund you can request a free copy of the following documents:
Shareholder Reports
and Form N-CSR. Additional information about the Fund’s
investments is available in the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR. In the Fund’s annual
report, you will find the Fund’s performance data and a discussion by the Portfolio Manager about strategies and market conditions
that significantly affected the Fund’s performance during the last fiscal year. In Form N-CSR, you will find the Fund’s
annual and semi-annual financial statements.
Statement of Additional
Information (SAI). The SAI contains more comprehensive
information on the Fund, including: various types of securities and practices, and their risks, investment limitations and additional
policies and information about the Fund’s management and business structure. The SAI is hereby incorporated by reference into this
prospectus, making it legally part of the prospectus.
Investment Manager: Neuberger
Berman Investment Advisers LLC
You can obtain a shareholder report,
SAI, and other information such as financial statements from your financial intermediary, or from:
Neuberger Berman
Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104
800-877-9700
212-476-8800
Website: www.nb.com
Reports and other
information about the Fund are available on the EDGAR Database on the SEC’s website at http://www.sec.gov, and copies of this information
may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].
The Fund’s
current net asset value per share is made available at: http://www.nb.com/amtportfolios/performance.
The
“Neuberger Berman” and “Neuberger”
names and logos and “Neuberger Berman Investment Advisers
LLC” are registered service marks of Neuberger Berman Group LLC. The individual Fund name in this prospectus is either a service
mark or a registered service mark of Neuberger Berman Investment Advisers LLC. ©2026 Neuberger Berman BD LLC, distributor. All rights
reserved.
SEC
File Number: 811-4255
G0086 05/26
Neuberger
Berman Advisers Management Trust
Short
Duration Bond Portfolio—Class
I Shares |
Prospectus
May 1, 2026
These securities, like the securities
of all mutual funds, have not been approved or disapproved by the Securities and Exchange Commission, and the Securities and Exchange
Commission has not determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
Contents
Neuberger
Berman Advisers Management Trust
The Fund is offered to certain life
insurance companies to serve as an investment vehicle for premiums paid under their variable annuity and variable life insurance contracts
(each, a “variable contract”) and to certain qualified pension and other retirement plans (each, a “qualified plan”).
Fund
Summary
Short Duration Bond Portfolio
The Fund seeks the highest available
current income consistent with liquidity and low risk to principal; total
return is a secondary goal.
These tables describe the fees and
expenses that you may pay if you buy, hold or sell shares of the Fund. These tables do not reflect any fees and expenses charged by your
insurance company under your variable contract or by your qualified plan. If the tables did reflect such fees and expenses, the overall
expenses would be higher than those shown. Please refer to the prospectus for your variable contract or your qualified plan documentation
for information on their separate fees and expenses.
Shareholder
Fees (fees paid directly
from your investment) |
|
Annual
Fund Operating Expenses (expenses
that you pay each year as a % of the value of your investment) |
|
|
|
|
Distribution
and/or shareholder service (12b-1) fees |
|
|
|
|
Total
annual operating expenses |
|
The expense example can help you
compare costs among mutual funds. The example assumes that you invested $10,000 for the periods shown, that you redeemed all of your shares
at the end of those periods, that the Fund earned a hypothetical 5% total return each year, and that the Fund’s expenses were those
in the table. Actual performance and expenses may be higher or lower.
The Fund pays transaction costs,
such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate
may indicate higher transaction costs. These costs, which are not reflected in annual operating expenses or in the example, affect the
Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 62%
of the average value of its portfolio.
Principal
Investment Strategies
To pursue its goals, the Fund invests
at least 80% of its net assets in fixed and floating rate investment-grade bonds and other debt securities issued by domestic and foreign
governments, corporate entities, and trusts. These may include mortgage- and asset-backed securities, collateralized debt obligations
(“CDOs”), including collateralized loan obligations (“CLOs”), and credit risk transfer securities. The Fund
considers debt securities to be investment grade if, at the time of investment, they are rated within the four highest categories by at
least one independent credit rating agency or, if unrated, are determined by the Portfolio Managers to be of comparable quality.
The Portfolio Managers monitor market
and industry trends and consider a combination of proprietary and third-party qualitative and quantitative factors. Internally generated
data is produced by specialty sector investment teams and is derived from a variety of sources (e.g., financial and economic data, company
disclosed data, market data, discussions with company management), which informs asset allocation decisions. If particular sectors of
the bond market appear relatively inexpensive, the Portfolio Managers may increase the Fund’s exposure in those sectors and decrease
exposure in other sectors. The Portfolio Managers look for securities that appear under-priced compared to securities of similar structure
and credit quality. The Fund may sell securities if the Portfolio Managers find an opportunity they believe is more compelling or if the
Portfolio Managers’ outlook on the investment or the market changes.
2
Short Duration Bond Portfolio (Class I)
To enhance yield
and add diversification, the Fund may invest up to 20% of its net assets in securities that are below investment grade (commonly known
as “junk bonds”). In choosing lower-rated securities, the Portfolio Managers generally look for bonds from issuers whose
financial health appears comparatively strong, and that may have their credit ratings raised. The Fund does not normally invest in or
continue to hold securities that are in default or have defaulted with respect to the payment of interest or repayment of principal, but
may do so depending on market or other conditions.
The Fund may invest in foreign securities,
including obligations of issuers in emerging market countries, denominated in any currency, but the Fund normally will not invest more
than 20% of its total assets at the time of investment in non-US dollar denominated securities. The Fund considers emerging market countries
to be countries included in the JPMorgan Emerging Markets Bond Index - Global Diversified, the JPMorgan Corporate Emerging Markets Bond
Index - Diversified, the JPMorgan Emerging Local Markets Index or the JPMorgan Government Bond Index - Emerging Markets Global Diversified,
as well as those countries which are not defined as High Income Organization for Economic Cooperation and Development (OECD) member countries
by the World Bank.
The Fund may also invest in derivative
instruments as a means of hedging risk and/or for investment or efficient portfolio management purposes, which may include altering the
Fund’s exposure to interest rates, currencies, sectors and individual issuers. These derivative instruments may include futures,
forward foreign currency contracts, and swaps.
The Fund may also invest a significant
amount of its assets in U.S. Treasury securities or other money market instruments depending on market conditions. Additionally, the Fund
may invest in restricted securities. The Fund may also engage in when-issued and forward-settling securities (such as to-be-announced
(“TBA”) mortgage-backed securities), which involve a commitment by the Fund to purchase securities that will be issued or
settled at a later date.
The Fund seeks to reduce credit risk
by diversifying among many issuers and different types of securities. As part of the investment process, the Portfolio Managers analyze
individual issues (including an analysis of cash flows, ability to pay principal and interest, balance sheet composition, and market positioning).
As part of their fundamental investment analysis the Portfolio Managers consider environmental, social and governance
factors they believe are financially material to individual
investments, where applicable. While this analysis is inherently subjective and may be informed by internally generated and third-party
metrics, data and other information, the Portfolio Managers believe that the consideration of financially material environmental,
social and governance factors, alongside traditional financial
metrics, may improve credit analysis, security selection, relative value analysis and enhance the Fund’s overall investment process.
The specific environmental, social
and governance factors considered and scope and application of integration may vary depending on the specific investment and/or investment
type. The consideration of environmental,
social and governance factors does not apply to certain
instruments, such as certain derivative instruments, other registered investment companies, cash and cash equivalents. The consideration
of environmental, social
and governance factors as part of the investment process does not mean that the Fund pursues a specific “impact” or “sustainable”
investment strategy.
Although it may invest in securities
of any maturity, the Fund normally seeks to maintain an average portfolio duration of three years or less.
The Fund may invest in other investment
companies, including exchange-traded funds (“ETFs”), if the investment companies invest principally in the types of investments
in which the Fund may invest directly.
In an effort to achieve its goal,
the Fund may engage in frequent and active trading.
The Fund normally invests at least
80% of its net assets in bonds and other debt securities and other investment companies that provide investment exposure to such debt
securities. The Fund will not alter this policy without providing shareholders at least 60 days’ notice. This test is applied at
the time the Fund invests; later percentage changes caused by a change in Fund assets, market values or company circumstances will not
require the Fund to dispose of a holding.
PRINCIPAL
INVESTMENT RISKS
Most of the Fund’s performance
depends on what happens in the market for debt instruments, the Portfolio Managers' evaluation of those developments, and the success
of the Portfolio Managers in implementing the Fund's investment strategies. The Fund’s use of derivative instruments will result
in leverage, which amplifies the risks that are associated with these markets. The market's behavior can be difficult to predict, particularly
in the short term. There can be no guarantee that the Fund will achieve its goal. The Fund may take temporary defensive and cash management
positions; to the extent it does, it will not be pursuing its principal investment strategies.
The actual risk exposure taken by
the Fund in its investment program will vary over time, depending on various factors including the Portfolio Managers' evaluation of issuer,
political, regulatory, market, or economic developments. There can be no guarantee
3
Short Duration Bond Portfolio (Class I)
that
the Portfolio Managers will be successful in their attempts to manage the risk exposure of the Fund or will appropriately evaluate or
weigh the multiple factors involved in investment decisions, including issuer, market and/or instrument-specific analysis, valuation and
financially material environmental, social and governance factors.
The
Fund is a mutual fund, not a bank deposit, and is not guaranteed or insured by the Federal Deposit Insurance Corporation or any other
government agency. The value of your investment
may fall, sometimes sharply, and you could lose money by investing in the Fund. While this Fund may have a shorter duration
than many other income funds, this Fund is not intended to operate like a money market fund.
Each of the following risks, which
are described in alphabetical order and not in order of any presumed importance, can significantly affect the Fund’s performance.
The relative importance of, or potential exposure as a result of, each of these risks will vary based on market and other investment-specific
considerations.
Call Risk.
Upon the issuer’s desire to call a security, or under other circumstances where a security is called, which may happen for a number
of reasons, such as declining interest rates or changes in credit spreads, the issuer can opt to repay the obligation underlying a “callable
security” early. When this occurs, the Fund may have to reinvest the proceeds in an investment offering a lower yield or with a
higher risk of default and may not realize the full anticipated benefit from such investment.
Collateralized Debt
Obligations Risk. CDOs, which include collateralized loan
obligations (CLOs), issue classes or “tranches” of securities that vary in risk and yield and may experience substantial
losses due to interest rate fluctuations, actual defaults, collateral defaults, disappearance of subordinate tranches, market anticipation
of defaults, and investor aversion to CDO securities as a class. The risks of investing in CDOs depend largely on the quality and type
of the underlying debt, which may include loans, bonds and mortgages, and the tranche of the CDO in which the Fund invests. In addition,
CDOs that obtain their exposure through derivative instruments entail the additional risks associated with such instruments. CDOs can
be difficult to value, may at times be illiquid, may be highly leveraged (which could make them highly volatile), and may produce unexpected
investment results due to their complex structure. In addition, CDOs involve many of the same risks of investing in debt securities and
asset-backed securities including, but not limited to, interest rate risk, credit risk, liquidity risk, and valuation risk.
Credit Risk.
Credit risk is the risk that issuers, guarantors, or insurers may fail, or become less able or unwilling, to pay interest and/or principal
when due. Changes in the actual or perceived creditworthiness of an issuer or a downgrade or default affecting any of the Fund’s
securities could affect the Fund’s performance by affecting the credit quality or value of the Fund’s securities. Generally,
the longer the maturity and the lower the credit quality of a security, the more sensitive it is to credit risk.
Currency Risk.
Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar. To the extent that the Fund invests
in securities or other instruments denominated in or indexed to foreign currencies, changes in currency exchange rates could adversely
impact investment gains or add to investment losses. Currency exchange rates may fluctuate significantly over short periods of time and
can be affected unpredictably by various factors, including investor perception and changes in interest rates; intervention, or failure
to intervene, by U.S. or foreign governments, central banks, or supranational entities; or by currency controls or political or regulatory
developments in the U.S. or abroad.
Derivatives Risk.
Use of derivatives is a highly specialized activity that can involve investment techniques, analysis and risks different from, and in
some respects greater than, those associated with investing in more traditional investments, such as stocks and bonds. Derivatives can
be highly complex and highly volatile and may perform in unanticipated ways. Derivatives can create leverage, and the Fund could lose
more than the amount it invests; some derivatives can have the potential for unlimited losses. Derivatives may at times be highly illiquid,
and the Fund may not be able to close out or sell a derivative at a particular time or at an anticipated price. Derivatives can be difficult
to value and valuation may be more difficult in times of market turmoil. The value of a derivative instrument depends largely on (and
is derived from) the value of the reference instrument underlying the derivative. There may be imperfect correlation between the behavior
of a derivative and that of the reference instrument underlying the derivative. An abrupt change in the price of a reference instrument
could render a derivative worthless. Derivatives may involve risks different from, and possibly greater than, the risks associated with
investing directly in the reference instrument. Suitable derivatives may not be available in all circumstances, and there can be no assurance
that the Fund will use derivatives to reduce exposure to other risks when that might have been beneficial. Derivatives involve counterparty
risk, which is the risk that the other party to the derivative will fail to make required payments or otherwise comply with the terms
of the derivative. That risk is generally thought to be greater with over-the-counter (OTC) derivatives than with derivatives that are
exchange traded or centrally cleared. When the Fund uses derivatives, it will likely be required to provide margin or collateral; these
practices are intended to satisfy contractual undertakings and regulatory requirements and will not prevent the Fund from incurring losses
on derivatives. The need to provide margin or collateral could limit the Fund's ability to pursue other opportunities as they arise. Ongoing
changes to regulation of the derivatives markets and actual and potential changes in the regulation of funds using
4
Short Duration Bond Portfolio (Class I)
derivative instruments
could limit the Fund’s ability to pursue its investment strategies. New regulation of derivatives may make them more costly, or
may otherwise adversely affect their liquidity, value or performance.
Additional risks associated with
certain types of derivatives are discussed below:
Forward Contracts.
There are no limitations on daily price movements of forward contracts. Changes in foreign exchange regulations by governmental authorities
might limit the trading of forward contracts on currencies.
Futures.
Futures contracts are subject to the risk that an exchange may impose price fluctuation limits, which may make it difficult or impossible
for a fund to close out a position when desired. In the absence of such limits, the liquidity of the futures market depends on participants
entering into offsetting transactions rather than taking or making delivery. To the extent the Fund enters into futures contracts requiring
physical delivery (e.g., certain commodities contracts), the inability of the Fund to take or make physical delivery can negatively impact
performance.
Swaps. The
risk of loss with respect to swaps generally is limited to the net amount of payments that the Fund is contractually obligated to make
or, in the case of the other party to a swap defaulting, the net amount of payments that the Fund is contractually entitled to receive.
If the Fund sells a credit default swap, however, the risk of loss may be the entire notional amount of the swap.
Some swaps are now executed through
an organized exchange or regulated facility and cleared through a regulated clearing organization. The absence of an organized exchange
or market for swap transactions may result in difficulties in trading and valuation, especially in the event of market disruptions. The
use of an organized exchange or market for swap transactions is expected to result in swaps being easier to trade or value, but this may
not always be the case.
Foreign and Emerging
Market Risk. Foreign securities, including those issued
by foreign governments, involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure
to less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other
protectionist trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries,
organizations, companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations
in foreign currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets;
settlement, custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent
auditing and accounting, corporate disclosure, governance, and legal standards. As a result, foreign securities may fluctuate more widely
in price, and may also be less liquid, than comparable U.S. securities. Regardless of where a company is organized or its stock is traded,
its performance may be affected significantly by events in regions from which it derives its profits or in which it conducts significant
operations.
Investing in emerging market countries
involves risks in addition to and greater than those generally associated with investing in more developed foreign countries. The governments
of emerging market countries may be more unstable and more likely to impose capital controls, nationalize a company or industry, place
restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, intervene in the financial markets,
and/or impose burdensome taxes that could adversely affect security prices. To the extent a foreign security is denominated in U.S. dollars,
there is also the risk that a foreign government will not let U.S. dollar-denominated assets leave the country. In addition, the economies
of emerging market countries may be dependent on relatively few industries that are more susceptible to local and global changes. Emerging
market countries may also have less developed legal and accounting systems, and their legal systems may deal with issuer bankruptcies
and defaults differently than U.S. law would. Securities markets in emerging market countries are also relatively small and have substantially
lower trading volumes. Securities of issuers in emerging market countries may be more volatile and less liquid than securities of issuers
in foreign countries with more developed economies or markets and the situation may require that the Fund fair value its holdings in those
countries.
Securities of issuers traded on foreign
exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities. The likelihood of such suspensions
may be higher for securities of issuers in emerging or less-developed market countries than in countries with more developed markets.
Trading suspensions may be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may
be applied broadly by exchanges or governmental authorities in response to market events. Suspensions may last for significant periods
of time, during which trading in the securities and in instruments that reference the securities, such as derivative instruments, may
be halted. In the event that the Fund holds material positions in such suspended securities or instruments, the Fund’s ability
to liquidate its positions or provide liquidity to investors may be compromised and the Fund could incur significant losses.
5
Short Duration Bond Portfolio (Class I)
High
Portfolio Turnover Risk. The Fund may engage in active
and frequent trading and may have a high portfolio turnover rate, which may increase the Fund’s transaction costs,
such as brokerage commissions, dealer mark-ups and other
costs, and may adversely affect the Fund’s performance.
Interest Rate Risk.
The Fund’s yield and share price will fluctuate
in response to changes in interest rates. In general, the value of investments with interest rate risk, such as debt securities, will
move in the direction opposite to movements in interest rates. If interest rates rise, the value of such securities may decline. Typically,
the longer the maturity or duration of a debt security, the greater the effect a change in interest rates could have on the security’s
price. Thus, the sensitivity of the Fund’s debt securities to interest rate risk will increase with any increase in the duration
of those securities.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole.
Leverage Risk.
Leverage amplifies changes in the Fund’s net asset value and may make the Fund more volatile. Derivatives and when-issued and forward-settling
securities may create leverage and can result in losses to the Fund that exceed the amount originally invested and may accelerate the
rate of losses or magnify the risks of other portfolio investments. There can be no assurance that the Fund’s use of any leverage
will be successful and the Fund may need to dispose of some of its holdings at unfavorable times or prices. The Fund’s investment
exposure can exceed its net assets, sometimes by a significant amount.
Liquidity Risk.
From time to time, the trading market for a particular investment in which the Fund invests, or a particular type of instrument in which
the Fund is invested, may become less liquid or even illiquid. Illiquid investments frequently can be more difficult to purchase or sell
at an advantageous price or time, and there is a greater risk that the investments may not be sold for the price at which the Fund is
carrying them. Certain investments that were liquid when the Fund purchased them may become illiquid, sometimes abruptly. Additionally,
market closures due to holidays or other factors may render a security or group of securities (e.g., securities tied to a particular country
or geographic region) illiquid for a period of time. An inability to sell a portfolio position can adversely affect the Fund’s
value or prevent the Fund from being able to take advantage of other investment opportunities. Market prices for such securities or other
investments may be volatile. During periods of substantial market volatility, an investment or even an entire market segment may become
illiquid, sometimes abruptly, which can adversely affect the Fund’s ability to limit losses.
Unexpected episodes of illiquidity,
including due to market or political factors, instrument or issuer-specific factors and/or unanticipated outflows or other factors, may
limit the Fund’s ability to pay redemption proceeds within the allowable time period. To meet redemption requests during periods
of illiquidity, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.
Lower-Rated Debt
Securities Risk. Lower-rated debt securities (commonly
known as “junk bonds”) and unrated debt securities determined to be of comparable quality involve greater risks than investment
grade debt securities. Such securities may fluctuate more widely in price and yield and may fall in price, sometimes abruptly, due to
changes in interest rates, market activity, economic conditions, such as when economic conditions are deteriorating or are expected to
deteriorate, or other factors. These securities may be less liquid, may require a greater degree of judgment to establish a price and
may be difficult to sell at the time and price the Fund desires. Lower-rated debt securities are considered by the major rating agencies
to be predominantly speculative with respect to the issuer’s continuing ability to pay principal and interest and carry a greater
risk that the issuer of such securities will default in the timely payment of principal and interest. Issuers of securities that are in
default or have defaulted may fail to resume principal or interest payments, in which case the Fund may lose its entire investment. The
creditworthiness of issuers of these securities may be more complex to analyze than that of issuers of investment grade debt securities,
and the overreliance on credit ratings may present additional risks.
Market Volatility
Risk. Markets may be volatile and values of individual
securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political,
regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments,
and adverse investor sentiment or publicity. Geopolitical and other risks, including environmental and public health risks may add to
instability in world economies and markets generally. Changes in value may be temporary or may last for extended periods. If the Fund
sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance.
Mortgage- and Asset-Backed
Securities Risk. The value of mortgage- and asset-backed
securities, including collateralized mortgage instruments, will be influenced by the factors affecting the housing market or the assets
underlying the securities. These securities tend to be more sensitive to changes in interest rates than other types of debt securities.
In addition, investments in mortgage- and asset-backed securities may be subject to prepayment risk and extension risk, call risk, credit
risk, valuation risk, and illiquid investment risk, sometimes to a higher degree than various other types of debt securities. These securities
are also
6
Short Duration Bond Portfolio (Class I)
subject to the
risk of default on the underlying mortgages or assets, particularly during periods of market downturn, and an unexpectedly high rate of
defaults on the underlying assets will adversely affect the security’s value. Credit risk transfer assets (“CRTs”)
are typically structured as unsecured general obligations of either entities guaranteed by a government-sponsored stockholder-owned corporation,
though not backed by the full faith and credit of the United States, and their cash flows are based on the performance of a pool of reference
loans. CRTs are typically floating rate securities and may have multiple tranches with losses first allocated to the most junior or subordinate
tranche. This structure results in increased sensitivity to dramatic housing downturns, especially for the subordinate tranches. Many
CRTs also have collateral performance triggers (e.g., based on credit enhancement, delinquencies or defaults, etc.) that could shut off
principal payments to subordinate tranches.
Other Investment
Company Risk. To the extent the Fund invests in other investment
companies, including money market funds and exchange-traded funds (ETFs), its performance will be affected by the performance of those
other investment companies. Investments in other investment companies are subject to the risks of the other investment companies’
investments, as well as to the other investment companies’ expenses.
An ETF is subject to ETF specific
risks and may trade in the secondary market at a price below the value of its underlying portfolio, may not be liquid and may be halted
by the listing exchange. An actively managed ETF’s performance will reflect its adviser’s ability to make investment decisions
that are suited to achieving the ETF’s investment objectives. A passively managed ETF may not replicate the performance of the
index it intends to track.
Prepayment and Extension
Risk. The Fund’s performance could be affected if
borrowers pay back principal on certain debt securities, such as mortgage- or asset-backed securities, before (prepayment) or after (extension)
the market anticipates such payments, shortening or lengthening their duration. Due to a decline in interest rates or an excess in cash
flow into the issuer, a debt security might be called or otherwise converted, prepaid or redeemed before maturity. As a result of prepayment,
the Fund may have to reinvest the proceeds in an investment offering a lower yield, may not benefit from any increase in value that might
otherwise result from declining interest rates, and may lose any premium it paid to acquire the security. Conversely, rising market interest
rates generally result in slower payoffs or extensions, which effectively increases the duration of certain debt securities, heightening
interest rate risk and increasing the magnitude of any resulting price declines.
Private Placements
and Other Restricted Securities Risk. Private placements
and other restricted securities, including securities for which Fund management has material non-public information, are securities that
are subject to legal and/or contractual restrictions on their sales. These securities may not be sold to the public unless certain conditions
are met, which may include registration under the applicable securities laws. As a result of the absence of a public trading market, the
prices of these securities may be more difficult to determine than publicly traded securities and these securities may involve heightened
risk as compared to investments in securities of publicly traded companies. Private placements and other restricted securities may be
illiquid, and it frequently can be difficult to sell them at a time when it may otherwise be desirable to do so or the Fund may be able
to sell them only at prices that are less than what the Fund regards as their fair market value. Transaction costs may be higher for these
securities. In addition, the Fund may get only limited information about the issuer of a private placement or other restricted security.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the
interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies and markets in ways that
cannot be foreseen at this time.
Some countries, including the U.S.,
have adopted more protectionist trade policies, which is a trend that appears to be continuing globally. Slowing global economic growth,
the rise in protectionist trade policies, inflationary pressures, changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions, including the U.S. and other foreign nations, political
or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment,
commodity prices and currency values could affect the economies
and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create significant
volatility in the markets. In addition, these policies, including the impact on the U.S. dollar, may change foreign demand for U.S. assets
in ways that cannot be foreseen, which could have a negative impact on certain issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their
7
Short Duration Bond Portfolio (Class I)
approach in the
future and such actions may result in an economic slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead
to significant market volatility or reduce liquidity in certain sectors of the market. Deteriorating economic fundamentals may, in turn,
increase the risk of default or insolvency of particular issuers, negatively impact market value, cause credit spreads to widen, and reduce
bank balance sheets. Any of these could cause an increase in market volatility, reduce liquidity across various markets or decrease confidence
in the markets.
Regulators in the U.S. have adopted
a number of changes to regulations involving the markets and issuers, some of which apply to the Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit the Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact performance. Additionally, it is possible that such regulations could be further
revised or rescinded, which creates material uncertainty on their impact to the Fund.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the profitability and growth of certain issuers and industries may
be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of the Fund and its investments or operations could
be negatively impacted.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
Global climate change can have potential
effects on property and security values. Certain issuers, industries and regions may be adversely affected by the impact of climate change
in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate change, including
any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries and regions.
Redemption Risk.
The Fund may experience periods of large or frequent redemptions that could cause the Fund to sell assets at inopportune times, which
could have a negative impact on the Fund’s overall liquidity, or at a loss or depressed value. Redemption risk is greater to the
extent that one or more investors or intermediaries control a large percentage of investments in the Fund and the risk is heightened during
periods of declining or illiquid markets. Large redemptions could hurt the Fund’s performance, increase transaction costs, and
create adverse tax consequences. A general rise in interest rates has the potential to cause investors to move out of fixed income securities
on a large scale, which may increase redemptions from open-end funds that hold large amounts of fixed income securities; such a move,
coupled with a reduction in the ability or willingness of dealers and other institutional investors to buy or hold fixed income securities,
may result in decreased liquidity and increased volatility in the fixed income markets.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in particular sectors, its performance will be especially sensitive to developments that significantly
affect those sectors. Individual sectors or sub-sectors may be more volatile, and may perform differently, than the broader market. The
industries that constitute a sector may all react in the same way to economic, political or regulatory events.
Sovereign Debt Risk.
Sovereign debt securities are subject to the risk that a governmental entity may delay or refuse to pay interest or principal on its sovereign
debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political considerations, the size of the governmental
entity’s debt position in relation to the economy, its policy toward international lenders or the failure to put in place economic
reforms required by multilateral agencies. If a governmental entity defaults, it may ask for more time in which to pay or for further
loans. There may be no legal process for collecting sovereign debt that a government does not pay nor are there bankruptcy proceedings
through which all or part of the sovereign debt that a governmental entity has not repaid may be collected. Sovereign debt risk is increased
for emerging market issuers.
U.S. Government
Securities Risk. Although the Fund may hold securities
that carry U.S. government guarantees, these guarantees do not extend to shares of the Fund itself and do not guarantee the market prices,
including due to changes in interest
8
Short Duration Bond Portfolio (Class I)
rates, of the
securities. Furthermore, not all securities issued by the U.S. government and its agencies and instrumentalities are backed by the full
faith and credit of the U.S. Treasury. Securities not backed by the full faith and credit of the U.S. Treasury carry at least some risk
of non-payment or default.
Variable and Floating
Rate Instruments Risk. The market prices of instruments
with variable and floating interest rates are generally less sensitive to interest rate changes than are the market prices of instruments
with fixed interest rates. Variable and floating rate instruments may decline in value if market interest rates or interest rates paid
by such instruments do not move as expected. Certain types of floating rate instruments, such as interests in bank loans, may be subject
to greater liquidity risk than other debt securities, may have restrictions on resale and may lack an active market.
When-Issued and
Forward-Settling Securities Risk. When-issued and forward-settling
securities can have a leverage-like effect on the Fund, which can increase fluctuations in the Fund’s share price; may cause the
Fund to liquidate positions when it may not be advantageous to do so, in order to satisfy its purchase obligations; and are subject to
the risk that the security will not be issued or that a counterparty will fail to complete the sale or purchase of the security, in which
case the Fund may lose the opportunity to purchase or sell the security at the agreed upon price and any gain in the security’s
price.
A summary of the
Fund’s additional principal investment risks is as follows:
Risk of Increase
in Expenses. A decline in the Fund’s average net
assets during the current fiscal year due to market volatility or other factors could cause the Fund’s expenses for the current
fiscal year to be higher than the expense information presented in “Fees and Expenses.”
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents
can result from deliberate attacks or unintentional events. It is not possible for the Manager or the other Fund service providers to
identify all of the cybersecurity or other operational risks that may affect the Fund or to develop processes and controls to completely
eliminate or mitigate their occurrence or effects. Most issuers in which the Fund invests are heavily dependent on computers for data
storage and operations, and require ready access to the internet to conduct their business. Thus, cybersecurity incidents could also affect
issuers of securities in which the Fund invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology’s effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale, and speed of cybersecurity attacks. AI’s role in increasing
automation raises concerns about job displacement and may lead to economic and social disruptions. The unpredictable nature of AI’s
impact on market dynamics complicates traditional risk assessment models, making it challenging to identify risks and opportunities using
historical data. Legal and regulatory frameworks governing AI’s use, particularly concerning data privacy and protection, are evolving
rapidly. These changes could materially alter how AI is used, which may negatively impact the Fund.
Risk Management.
Risk is an essential part of investing. No risk management program can eliminate the Fund’s exposure to adverse events; at best,
it may only reduce the possibility that the Fund will be affected by such events, and especially those risks that are not intrinsic to
the Fund’s investment program. The Fund could experience losses if judgments about risk prove to be incorrect.
9
Short Duration Bond Portfolio (Class I)
Valuation
Risk. The Fund may not be able to sell an investment at
the price at which the Fund has valued the investment. Such differences could be significant, particularly for illiquid securities and
securities that trade in relatively thin markets and/or markets that experience extreme volatility. If market or other conditions make
it difficult to value an investment, the Fund may be required to value such investments using more subjective methods, known as fair value
methodologies. Using fair value methodologies to price investments may result in a value that is different from an investment’s
most recent price and from the prices used by other funds to calculate their NAVs. The Fund uses pricing services to provide values for
certain securities and there is no assurance that the Fund will be able to sell an investment at the price established by such pricing
services. The Fund’s ability to value its investments in an accurate and timely manner may be impacted by technological issues
and/or errors by third party service providers, such as pricing services or accounting agents.
The following bar chart and table
provide an indication of the risks of investing in the Fund. The
bar chart shows how the Fund’s performance has varied from year to year. The
table below the bar chart shows what the returns would equal if you averaged out actual performance over various lengths of time and compares
the returns with the returns of a broad based market index and additional indices. The broad-based market
index is required by regulation. The additional index or indices have characteristics relevant to the Fund’s investment strategy.
The indices are described in “Descriptions of Indices” in the prospectus. The performance information does not reflect variable
contract or qualified plan fees and expenses. If such fees and expenses were reflected, returns would be less than those shown. Please
refer to the prospectus for your variable contract or your qualified plan documentation for information on their separate fees and expenses.
Returns would have been lower if
Neuberger Berman Investment Advisers LLC had not reimbursed certain expenses and/or waived a portion of the investment management fees
during certain of the periods shown.
Past
performance is not a prediction of future results. Visit www.nb.com
or call 800-877-9700 for updated performance
information.
year-by-year
% Returns as of 12/31 each year
average
annual total % returns as of 12/31/25
Short
Duration Bond Portfolio |
|
|
|
|
|
|
|
|
Bloomberg
U.S. Aggregate Bond Index (reflects no deduction for
fees, expenses or taxes) |
|
|
|
Bloomberg
1-3 Year U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes) |
|
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Neuberger Berman Investment Advisers
LLC (“Manager”) is the Fund’s investment manager.
10
Short Duration Bond Portfolio (Class I)
PORTFOLIO
MANAGERS
The Fund is managed by Michael Foster
(Managing Director of the Manager), Matthew McGinnis (Senior Vice President of the Manager), Ashok Bhatia, CFA (Managing Director and
Chief Investment Officer of Fixed Income of the Manager) and David M. Brown, CFA (Managing Director and Co-Head of Global Investment Grade
Fixed Income of the Manager). Mr. Foster has managed the Fund since 2008. Mr. McGinnis has managed the Fund since February 2017. Mr. Brown
has managed the Fund since May 2021. Mr. Bhatia has managed the Fund since July 2022.
Buying
and Selling Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to the Fund.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share. When shares are bought or sold, the share price will be the
next share price calculated after the order has been received in proper form. Shares of the Fund may be purchased or redeemed (sold) on
any day the New York Stock Exchange is open.
Distributions made by the Fund to
an insurance company separate account or a qualified plan, and exchanges and redemptions of Fund shares made by a separate account or
qualified plan, ordinarily do not cause the contract holder or plan participant to recognize income or gain for federal income tax purposes.
Please see your variable contract prospectus or the governing documents of your qualified plan for information regarding the federal income
tax treatment of the distributions to the applicable separate account or qualified plan and the holders of the contracts or plan participants,
respectively.
Payments
to Financial Intermediaries
Neuberger Berman BD LLC and/or its
affiliates may pay insurance companies or their affiliates, qualified plan administrators, broker-dealers or other financial intermediaries,
for services to current and prospective variable contract owners and qualified plan participants who choose the Fund as an investment
option. These payments may create a conflict of interest by influencing the financial intermediary and its employees to recommend the
Fund over another investment or make the Fund available to their current or prospective variable contract owners and qualified plan participants.
Ask your financial intermediary or visit its website for more information.
11
Short Duration Bond Portfolio (Class I)
Descriptions of
Certain Practices and Security Types
Derivatives.
A derivative is generally a financial contract the value of which depends on, or is derived from, changes in the value of one or more
“reference instruments,” such as underlying assets (including securities), reference rates, indices or events. Derivatives
may relate to stocks, bonds, credit, interest rates, commodities, currencies or currency exchange rates, or related indices. A derivative
may also contain leverage to magnify the exposure to the reference instrument. Derivatives may be traded on organized exchanges and/or
through clearing organizations, or in private transactions with other parties in the over-the-counter (“OTC”) market with
a single dealer or a prime broker acting as an intermediary with respect to an executing dealer. Derivatives may be used for hedging purposes
and non-hedging (or speculative) purposes. Some derivatives require one or more parties to post “margin,” which means that
a party must deposit assets with, or for the benefit of, a third party, such as a futures commission merchant, in order to initiate and
maintain the derivatives position. Margin is typically adjusted daily, and adverse market movements may require a party to post additional
margin.
Forward Foreign
Currency Contracts (“Forward Contracts”).
A forward contract is a contract for the purchase or sale of a specific foreign currency at a future date at a fixed price. Forward contracts
are not required to be traded on organized exchanges or cleared through regulated clearing organizations.
Futures.
A futures contract is a standardized agreement to buy or sell a set quantity of an underlying asset at a future date, or to make or receive
a cash payment based on the value of a securities index or other reference instrument at a future date.
Swaps.
In a standard swap transaction, two parties agree to exchange one or more payments based, for example, on the returns (or differentials
in rates of return) earned or realized on particular predetermined reference instruments. Swap transactions generally may be used to obtain
exposure to a reference instrument without owning or taking physical custody of the reference instrument and generally do not involve
delivery of the notional amount of the agreement. Swaps have historically been OTC instruments; however, recent legislation requires many
swaps to be executed through an organized exchange or regulated facility and cleared through a regulated clearing organization.
There are various types of swaps
including, but not limited to, the following: interest rate swaps (exchanging a floating interest rate for a fixed interest rate); total
return swaps (exchanging a floating interest rate for the total return of a reference instrument); credit default swaps (buying or selling
protection against certain designated credit events); and options on swaps (“swaptions”) (options to enter into a swap agreement).
Emerging Market
Countries. Emerging market countries are generally considered
to be those countries whose economies are less developed than the economies of countries such as the United States or most nations in
Western Europe.
Fixed Income Securities.
Debt securities may consist of fixed and floating rate obligations of various credit quality and duration and may be issued by: corporate
entities; trusts; domestic issuers, including securities issued or guaranteed as to principal or interest by the U.S. government or any
of its agencies or instrumentalities; foreign issuers, including in emerging markets, and including foreign governments and supranational
entities; and municipal issuers, including within the U.S. and its territories. Such obligations may include: bonds, loans, inflation-linked
debt securities, when-issued and forward-settling securities, commercial paper, mortgage-backed securities and other asset-backed securities,
and hybrid securities (including convertible securities).
Lower-Rated Debt
Securities. Lower-rated debt securities (commonly known
as “junk bonds”) typically offer investors higher yields than other fixed income securities. The higher yields are usually
justified by the weaker credit profiles of these issuers as compared to investment grade issuers. Lower-rated debt securities may include
debt obligations of all types issued by U.S. and non-U.S. corporate and governmental entities, including bonds, debentures and notes,
loan interests and preferred stocks that have priority over any other class of stock of the entity as to the distribution of assets or
the payment of dividends.
Additional Information about Principal
Investment Risks
This section provides additional
information about the Fund’s principal investment risks described in the Fund Summary section. The following risks are described
in alphabetical order and not in order of any presumed importance or potential exposure.
Call Risk.
Upon the issuer's desire to call a security, or under other circumstances where a security is called, which may happen for a number of
reasons, such as declining interest rates or changes in credit spreads, the issuer can opt to repay the obligation underlying a “callable
security” early. When this occurs, the Fund may have to reinvest the proceeds in an investment offering a lower yield, with a higher
risk of default, or other less favorable characteristics. This may reduce the amount of the Fund's
distributions.
In addition, the Fund may not realize the full anticipated benefit from such investment. The likelihood of a call also may impact the
price of a security.
Collateralized Debt
Obligations Risk. CDOs, which include collateralized loan
obligations (CLOs), issue classes or “tranches” of securities that vary in risk and yield and may experience substantial
losses due to interest rate fluctuations, actual defaults, collateral defaults, disappearance of subordinate tranches, market anticipation
of defaults, and investor aversion to CDO securities as a class. CDOs carry risks including, but not limited to, (i) the possibility that
distributions from the underlying debt securities will not be adequate to make interest or other payments, (ii) the quality of the underlying
debt securities may decline in value or default, particularly during periods of economic downturn, or be downgraded, if rated by a nationally
recognized statistical rating organization, (iii) the Fund may invest in CDOs that are subordinate to other classes of securities, (iv)
the investment return could be significantly different than those predicted by financial models, (v) the risk of forced “fire sale”
liquidation due to technical defaults such as coverage test failures, (vi) the manager of the CDO may perform poorly, (vii) the complex
structure may produce disputes with the issuer or unexpected investment results, and (viii) the lack of a readily available secondary
market for CDOs. Interest on certain tranches of a CDO may be paid in kind or deferred and capitalized (paid in the form of obligations
of the same type rather than cash), which involves continued exposure to the risk of default with respect to such payments. The risks
of investing in CDOs depend largely on the quality and type of the underlying debt, which may include loans, bonds and mortgages, and
the tranche of the CDO in which the Fund invests. In addition, CDOs that obtain their exposure through derivative instruments entail the
additional risks associated with such instruments. CDOs can be difficult to value, may at times be illiquid, may be highly leveraged (which
could make them highly volatile), and may produce unexpected investment results due to their complex structure. CDOs may also charge fees
and expenses, which are in addition to those of the Fund. In addition, CDOs involve many of the same risks of investing in debt securities
and asset-backed securities including, but not limited to, interest rate risk, credit risk, liquidity risk, and valuation risk.
Credit Risk.
Credit risk is the risk that issuers, guarantors, or insurers may fail, or become less able or unwilling, to pay interest and/or principal
when due. Changes in the actual or perceived creditworthiness of an issuer, factors affecting an issuer directly (such as management changes,
labor relations, collapse of key suppliers or customers, or material changes in overhead costs), factors affecting the industry in which
a particular issuer operates (such as competition or technological advances) and changes in general social, economic or political conditions
can increase the risk of default by an issuer, which may affect a security’s credit quality or value. A downgrade or default affecting
any of the Fund’s securities could affect the Fund’s performance by affecting the credit quality or value of the Fund’s
securities.
Generally, the longer the maturity
and the lower the credit quality of a security, the more sensitive it is to credit risk. In addition, lower credit quality may lead to
greater volatility in the price of a security and may negatively affect a security’s liquidity. Ratings represent a rating agency’s
opinion regarding the quality of a security and are not a guarantee of quality, and do not protect against a decline in the value of a
security. In addition, rating agencies may fail to make timely changes to credit ratings in response to subsequent events and a rating
may become stale in that it fails to reflect changes in an issuer’s financial condition. The credit quality of a security or instrument
can deteriorate suddenly and rapidly, which may negatively impact its liquidity and value. The securities in which the Fund invests may
be subject to credit enhancement (for example, guarantees, letters of credit, or bond insurance). Entities providing credit or liquidity
support also may be affected by credit risk. Credit enhancement is designed to help assure timely payment of the security; it does not
protect the Fund against losses caused by declines in a security’s value due to changes in market conditions.
Currency Risk.
Currency risk is the risk that foreign currencies will decline in value relative to the U.S. dollar. To the extent that the Fund invests
in securities or other instruments denominated in or indexed to foreign currencies, changes in currency exchange rates could adversely
impact investment gains or add to investment losses. Domestic issuers that hold substantial foreign assets may be similarly affected.
Currency exchange rates may fluctuate in response to factors external to a country’s economy, which makes the forecasting of currency
market movements extremely difficult. Currency exchange rates may fluctuate significantly over short periods of time and can be affected
unpredictably by various factors, including investor perception of a country’s economy and changes in interest rates; intervention,
or failure to intervene, by U.S. or foreign governments, central banks, or supranational entities, such as the International Monetary
Fund; or by currency controls or political or regulatory developments in the U.S. or abroad. Currency markets may be less regulated than
securities markets, may be riskier than other types of investments, and may increase the volatility of the Fund. To the extent the Fund
invests or hedges based on the perceived relationship between two currencies, there is a risk that the correlation between those currencies
may not behave as anticipated.
Derivatives Risk.
Use of derivatives is a highly specialized activity that can involve investment techniques, analysis and risks different from, and in
some respects greater than, those associated with investing in more traditional investments, such as stocks and bonds. Derivatives can
be highly complex and highly volatile and may perform in unanticipated ways. Derivatives can create leverage, which can magnify the impact
of a decline in the value of the reference instrument underlying the derivative, and the
Fund could lose
more than the amount it invests. Derivatives can have the potential for unlimited losses, for example, where the Fund may be called upon
to deliver a security it does not own. Derivatives may at times be highly illiquid, and the Fund may not be able to close out or sell
a derivative at a particular time or at an anticipated price. Derivatives can be difficult to value and valuation may be more difficult
in times of market turmoil. The value of a derivative instrument depends largely on (and is derived from) the value of the reference instrument
underlying the derivative. There may be imperfect correlation between the behavior of a derivative and that of the reference instrument
underlying the derivative, and the reference instrument may not perform as anticipated. An abrupt change in the price of a reference instrument
could render a derivative worthless. Derivatives may involve risks different from, and possibly greater than, the risks associated with
investing directly in the reference instrument. Suitable derivatives may not be available in all circumstances, and there can be no assurance
that the Fund will use derivatives to reduce exposure to other risks when that might have been beneficial. Derivatives may involve fees,
commissions, or other costs that may reduce the Fund’s gains or exacerbate losses from the derivatives. In addition, the Fund’s
use of derivatives may have different tax consequences for the Fund than an investment in the reference instruments, and those differences
may increase the amount and affect the timing of income recognition and character of taxable distributions payable to shareholders. Thus,
the Fund could be required at times to liquidate other investments in order to satisfy its distribution requirements. Certain aspects
of the regulatory treatment of derivative instruments, including federal income tax, are currently unclear and may be affected by changes
in legislation, regulations, or other legally binding authority. In October 2020, the SEC adopted Rule 18f-4 under the 1940 Act which
regulates the use of derivatives for certain funds registered under the Investment Company Act (‘‘Rule 18f-4’’).
The Fund has adopted a Rule 18f-4 Policy which provides, among other things, that unless the Fund qualifies as a ‘‘limited
derivatives user’’ as defined in Rule 18f-4, the Fund is subject to a comprehensive derivatives risk management program,
to comply with certain value-at-risk based leverage limits, and to provide additional disclosure both publicly and to the SEC regarding
its derivatives positions. If the Fund qualifies as a limited derivatives user, Rule 18f-4 requires the Fund to have policies and procedures
to manage its aggregate derivatives risk.
Derivatives involve counterparty
risk, which is the risk that the other party to the derivative will fail to make required payments or otherwise comply with the terms
of the derivative. Counterparty risk may arise because of market activities and developments, the counterparty’s financial condition
(including financial difficulties, bankruptcy, or insolvency), or other reasons. Not all derivative transactions require a counterparty
to post collateral, which may expose the Fund to greater losses in the event of a default by a counterparty. Counterparty risk is generally
thought to be greater with OTC derivatives than with derivatives that are exchange traded or centrally cleared. However, derivatives that
are traded on organized exchanges and/or through clearing organizations involve the possibility that the futures commission merchant or
clearing organization will default in the performance of its obligations. In addition, during periods of market volatility, such exchanges
or clearing organizations may suspend or limit trading in a derivative, which may make the contract temporarily illiquid and difficult
to price.
When the Fund uses derivatives, it
will likely be required to provide margin or collateral; these practices are intended to satisfy contractual undertakings and regulatory
requirements and will not prevent the Fund from incurring losses on derivatives. The need to provide margin or collateral could limit
the Fund's ability to pursue other opportunities as they arise. Derivatives that have margin requirements involve the risk that if the
Fund has insufficient cash or eligible margin securities to meet daily variation margin requirements, it may have to sell securities or
other instruments from its portfolio at a time when it may be disadvantageous to do so. A relatively small price movement in a derivative
may result in substantial losses to the Fund, exceeding the amount of the margin paid. The Fund normally will remain obligated to meet
margin requirements until a derivatives position is closed.
Ongoing changes to regulation of
the derivatives markets and actual and potential changes in the regulation of funds using derivative instruments could limit the Fund’s
ability to pursue its investment strategies. New regulation of derivatives may make them more costly, or may otherwise adversely affect
their liquidity, value or performance.
Although the Fund may use derivatives
to attempt to hedge against certain risks, the hedging instruments may not perform as expected and could produce losses.
Additional risks associated with
certain types of derivatives are discussed below:
Forward Contracts.
There are no limitations on daily price movements of forward
contracts. Changes in foreign exchange regulations by governmental authorities might limit the trading of forward contracts on currencies.
There have been periods during which certain counterparties have refused to continue to quote prices for forward contracts or have quoted
prices with an unusually wide spread (the difference between the price at which the counterparty is prepared to buy and the price at which
it is prepared to sell).
Futures.
There can be no assurance that, at all times, a liquid market will exist for offsetting a futures contract that the Fund has previously
bought or sold and this may result in the inability to close a futures position when desired. This
could
be the case if, for example, a futures price has increased or decreased by the maximum allowable daily limit and there is no buyer (or
seller) willing to purchase (or sell) the futures contract that the Fund needs to sell (or buy) at that limit price. In the absence of
such limits, the liquidity of the futures market depends on participants entering into offsetting transactions rather than taking or making
delivery. To the extent a Fund enters into futures contracts requiring physical delivery (e.g., certain commodities contracts), the inability
of the Fund to take or make physical delivery can negatively impact performance.
Swaps.
Swap transactions generally do not involve delivery of reference instruments or payment of the notional amount of the contract. Accordingly,
the risk of loss with respect to swaps generally is limited to the net amount of payments that the Fund is contractually obligated to
make or, in the case of the other party to a swap defaulting, the net amount of payments that the Fund is contractually entitled to receive.
If the Fund sells a credit default swap, however, the risk of loss may be the entire notional amount of the swap.
Some swaps are now executed through
an organized exchange or regulated facility and cleared through a regulated clearing organization. The absence of an organized exchange
or market for swap transactions may result in difficulties in trading and valuation, especially in the event of market disruptions. The
use of an organized exchange or market for swap transactions is expected to result in swaps being easier to trade or value, but this may
not always be the case.
Foreign and Emerging
Market Risk. Foreign securities, including those issued
by foreign governments, involve risks in addition to those associated with comparable U.S. securities. Additional risks include exposure
to less developed or less efficient trading markets; social, political, diplomatic, or economic instability; trade barriers and other
protectionist trade policies (including those of the U.S.); imposition of economic sanctions against a particular country or countries,
organizations, companies, entities and/or individuals; significant government involvement in an economy and/or market structure; fluctuations
in foreign currencies or currency redenomination; potential for default on sovereign debt; nationalization or expropriation of assets;
settlement, custodial or other operational risks; higher transaction costs; confiscatory withholding or other taxes; and less stringent
auditing and accounting, corporate disclosure, governance, and legal standards. The Fund may have limited or no legal recourse in the
event of default with respect to certain foreign securities. In addition, key information about the issuer, the markets or the local government
or economy may be unavailable, incomplete, or inaccurate. As a result, foreign securities may fluctuate more widely in price, and may
also be less liquid, than comparable U.S. securities. World markets, or those in a particular region, may all react in similar fashion
to important economic or political developments. In addition, securities issued by U.S. entities with substantial foreign operations may
involve risks relating to political, economic, or regulatory conditions in foreign countries, as well as currency exchange rates. Regardless
of where a company is organized or its stock is traded, its performance may be affected significantly by events in regions from which
it derives its profits or in which it conducts significant operations.
Investing in emerging market countries
involves risks in addition to and greater than those generally associated with investing in more developed foreign countries. The governments
of emerging market countries may be more unstable and more likely to impose capital controls, nationalize a company or industry, place
restrictions on foreign ownership and on withdrawing sale proceeds of securities from the country, intervene in the financial markets,
and/or impose burdensome taxes that could adversely affect security prices. To the extent a foreign security is denominated in U.S. dollars,
there is also the risk that a foreign government will not let U.S. dollar-denominated assets leave the country. In addition, the economies
of emerging market countries may be dependent on relatively few industries that are more susceptible to local and global changes, and
may suffer from extreme and volatile debt burdens or inflation rates. Emerging market countries may also have less developed legal and
accounting systems, and their legal systems may deal with issuer bankruptcies and defaults differently than U.S. law would. Shareholder
claims and legal remedies that are common in the United States may be difficult or impossible to pursue in many emerging market countries.
In addition, due to jurisdictional limitations, matters of comity and various other factors, U.S. authorities may be limited in their
ability to bring enforcement actions against non-U.S. companies and non-U.S. persons in certain emerging market countries. Most foreign
and emerging market companies are not subject to the uniform accounting, auditing and financial reporting requirements applicable to issuers
in the United States, which may impact the availability and quality of information about foreign and emerging market issuers. Securities
markets in emerging market countries are also relatively small and have substantially lower trading volumes. Additionally, in times of
market stress, regulatory authorities of different emerging market countries may apply varying techniques and degrees of intervention,
which can have an effect on prices. Securities of issuers in emerging market countries may be more volatile and less liquid than securities
of issuers in foreign countries with more developed economies or markets and the situation may require that the Fund fair value its holdings
in those countries.
Securities of issuers traded on foreign
exchanges may be suspended, either by the issuers themselves, by an exchange, or by governmental authorities. The likelihood of such suspensions
may be higher for securities of issuers in emerging or less-developed market countries than in countries with more developed markets.
Trading suspensions may be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may
be applied broadly by exchanges or governmental
authorities in
response to market events. Suspensions may last for significant periods of time, during which trading in the securities and in instruments
that reference the securities, such as derivative instruments, may be halted. In the event that the Fund holds material positions in such
suspended securities or instruments, the Fund’s ability to liquidate its positions or provide liquidity to investors may be compromised
and the Fund could incur significant losses.
In addition, foreign markets may
perform differently than the U.S. market. Over a given period of time, foreign securities may underperform U.S. securities—sometimes
for years. The Fund could also underperform if it invests in countries or regions whose economic
performance falls short. To the extent that the Fund invests a portion of its assets in one country, state, region or currency, an adverse
economic, business or political development may affect the value of the Fund’s investments more than if its investments were not
so invested.
The effect of economic instability
on specific foreign markets or issuers may be difficult to predict or evaluate. Some national economies continue to show profound instability,
which may in turn affect their international trading and financial partners or other members of their currency bloc.
High Portfolio Turnover
Risk. The Fund may engage in active and frequent trading
and may have a high portfolio turnover rate, which may increase the Fund’s transaction costs,
such as brokerage commissions, dealer mark-ups and other
costs, and may adversely affect the Fund’s performance.
Interest Rate Risk.
In general, the value of investments with interest rate risk, such as debt securities, will move in the direction opposite to movements
in interest rates. If interest rates rise, the value of such securities may decline. Interest rate changes can be sudden and unpredictable
and may be made in response to the supply and demand for credit, changes to government monetary policy and other initiatives, inflation
rates, perceptions of risk and other factors. A changing interest rate environment increases certain risks, including the potential for
periods of volatility. Debt securities have varying levels of sensitivity to changes in interest rates. Typically, the longer the maturity
(i.e., the term of a debt security) or duration (i.e., a measure of the sensitivity of a debt security to changes in market interest rates,
based on the entire cash flow associated with the security) of a debt security, the greater the effect a change in interest rates could
have on the security’s price. For example, if interest rates increase by 1%, a debt security with a duration of two years will
decrease in value by approximately 2%. Thus, the Fund's sensitivity to interest rate risk will increase with any increase in the Fund's
overall duration. Short-term securities tend to react to changes in short-term interest rates, and long-term securities tend to react
to changes in long-term interest rates. Short-term and long-term interest rates, and interest rates in different countries, do not necessarily
move in the same direction or by the same amount. The link between interest rates and debt security prices tends to be weaker with lower-rated
debt securities than with investment grade debt securities.
Issuer-Specific
Risk. An individual security may be more volatile, and
may perform differently, than the market as a whole. The value of an issuer’s securities may deteriorate because of a variety of
factors, including disappointing earnings reports by the issuer, unsuccessful products or services, loss of major customers, major litigation
against the issuer, perceived poor management performance, changes in economic or political conditions or in government regulations affecting
the issuer or the competitive environment. Certain unanticipated events, such as natural disasters, may have a significant adverse effect
on the value of an issuer’s securities.
Leverage Risk.
Leverage amplifies changes in the Fund’s net asset value and may make the Fund more volatile. Derivatives and when-issued and forward-settling
securities may create leverage and can result in losses to the Fund that exceed the amount originally invested and may accelerate the
rate of losses or magnify the risks of other portfolio investments. For certain instruments or transactions that create leverage, or have
embedded leverage, relatively small market fluctuations may result in large changes in the value of such investments. In addition, the
costs that the Fund pays to engage in these practices are additional costs borne by the Fund and could reduce or eliminate any net investment
profits. Unless the profits from engaging in these practices exceed the costs of engaging in these practices, the use of leverage will
diminish the investment performance of the Fund compared with what it would have been had the Fund not used leverage. There can be no
assurance that the Fund’s use of any leverage will be successful. The Fund’s investment exposure can exceed its net assets,
sometimes by a significant amount. When the Fund uses leverage or utilizes certain of these practices, it may need to dispose of some
of its holdings at unfavorable times or prices in order to satisfy regulatory or other requirements.
Liquidity Risk.
From time to time, the trading market for a particular investment or type of investment in which the Fund invests is or may become less
liquid or even illiquid. Illiquid investments frequently can be more difficult to purchase or sell at an advantageous price or time. An
illiquid investment means any investment that the Fund reasonably expects cannot be sold or disposed of in current market conditions in
seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Judgment plays
a greater role in pricing these investments than it does in pricing investments having more active markets, and there is a greater risk
that the investments may not be sold for the price at which the Fund is
carrying them.
The Fund may receive illiquid securities as a result of its investment in securities involved in restructurings. Certain investments that
were liquid when the Fund purchased them may become illiquid, sometimes abruptly, particularly during periods of increased market volatility,
adverse investor perception, economic uncertainty or changes in interest rates. Additionally, market closures due to holidays or other
factors may render a security or group of securities (e.g., securities tied to a particular country or geographic region) illiquid for
a period of time, which can be extensive. An inability to sell a portfolio position can adversely affect the Fund’s value or prevent
the Fund from being able to take advantage of other investment opportunities. Market prices for such securities or other investments may
be volatile. Market participants attempting to sell the same or a similar investment at the same time as the Fund could decrease the liquidity
of such investments, especially during times of market volatility. During periods of substantial market volatility, an investment or even
an entire market segment may become illiquid, sometimes abruptly, which can adversely affect the Fund’s ability to limit losses.
Unexpected episodes of illiquidity,
including due to market or political factors, instrument or issuer-specific factors and/or unanticipated outflows or other factors, may
limit the Fund’s ability to pay redemption proceeds within the allowable time period. To meet redemption requests during periods
of illiquidity, the Fund may be forced to sell securities at an unfavorable time and/or under unfavorable conditions.
Lower-Rated Debt
Securities Risk. Lower-rated debt securities (commonly
known as “junk bonds”) and unrated debt securities determined to be of comparable quality involve greater risks than investment
grade debt securities. Such securities may fluctuate more widely in price and yield and may fall in price, sometimes abruptly, due to
changes in interest rates, market activity, economic conditions, such as when economic conditions are deteriorating or are expected to
deteriorate, or other factors. These securities may be less liquid and also may require a greater degree of judgment to establish a price,
may be difficult to sell at the time and price the Fund desires, and may carry higher transaction costs. In particular, these securities
may be issued by smaller companies or by highly indebted companies, which are generally less able than more financially stable companies
to make scheduled payments of interest and principal. Lower-rated debt securities are considered by the major rating agencies to be predominantly
speculative with respect to the issuer’s continuing ability to pay principal and interest and carry a greater risk that the issuer
of such securities will default in the timely payment of principal and interest. Such securities are susceptible to such a default or
decline in market value due to real or perceived adverse economic and business developments relating to the issuer, the industry in general,
market interest rates and market liquidity. Such securities may be unsecured or have insufficient collateral and may be subordinated to
other creditors, which increases the risk of loss on these securities. Issuers of securities that are in default or have defaulted may
fail to resume principal or interest payments, in which case the Fund may lose its entire investment. Where it deems it appropriate and
in the best interests of Fund shareholders, the Fund may incur additional expenses to seek recovery on a defaulted security and/or to
pursue litigation to protect the Fund’s investment.
The credit rating of a security may
not accurately reflect the actual credit risk associated with such a security. The creditworthiness of issuers of these securities may
be more complex to analyze than that of issuers of investment grade debt securities, and the overreliance on credit ratings may present
additional risks.
Adverse publicity and investor perceptions,
such as a high profile default, whether or not based on fundamental analysis, may decrease the values and liquidity of such securities,
especially in a thinly traded or illiquid market. To the extent the Fund owns or may acquire illiquid or restricted lower-rated debt securities
or unrated debt securities of comparable quality, these securities may involve special registration responsibilities, liabilities, costs,
and liquidity and valuation difficulties.
Market Volatility
Risk. Markets may be volatile and values of individual
securities and other investments, including those of a particular type, may decline significantly in response to adverse issuer, political,
regulatory, market, economic or other developments that may cause broad changes in market value, public perceptions concerning these developments,
and adverse investor sentiment or publicity. Changes in the financial condition of a single issuer may impact a market as a whole. Changes
in value may be temporary or may last for extended periods and may not have the same impact on all types of securities and instruments.
If the Fund sells a portfolio position before it reaches its market peak, it may miss out on opportunities for better performance. Geopolitical
risks, including terrorism, tensions or open conflict between nations, or political or economic dysfunction within some nations that are
major players on the world stage or major producers of oil, may lead to overall instability in world economies and markets generally and
have led, and may in the future lead, to increased market volatility and may have adverse long-term effects. Similarly, environmental
and public health risks, such as natural disasters or epidemics, or widespread fear that such events may occur, may impact markets and
economies adversely and cause market volatility in both the short- and long-term.
Mortgage- and Asset-Backed
Securities Risk. The value of mortgage- and asset-backed
securities, including collateralized mortgage instruments, will be influenced by the factors affecting the housing market or the assets
underlying the securities. These securities differ from more traditional debt securities because the principal is paid back over the life
of the security rather than at the security’s maturity; however, principal may be repaid early if a decline in interest rates causes
many borrowers to refinance
(known as prepayment
risk), or repaid more slowly if a rise in rates causes refinancings to slow down (known as extension risk). Thus, they tend to be more
sensitive to changes in interest rates than other types of debt securities and as a result, these securities may exhibit additional volatility
during periods of interest rate turmoil. Asset-backed securities also may not have the benefit of any security interest in the related
assets. Mortgage- and asset-backed securities may be “subordinated” to other interests in the same pool and a holder of
those “subordinated” securities would receive payments only after any obligations to other more “senior” investors
have been satisfied. In addition, investments in mortgage- and asset-backed securities may be subject to call risk, credit risk, valuation
risk, and illiquid investment risk, sometimes to a higher degree than various other types of debt securities. These securities are also
subject to the risk of default on the underlying mortgages or assets, particularly during periods of market downturn, and an unexpectedly
high rate of defaults on the underlying assets will adversely affect the security’s value. Further, such securities may have credit
support, the utility of which could be negatively affected by such conditions as well. Credit risk transfer assets (“CRTs”)
are typically structured as unsecured general obligations of either entities guaranteed by a government-sponsored stockholder-owned corporation,
though not backed by the full faith and credit of the United States, and their cash flows are based on the performance of a pool of reference
loans. CRTs are typically floating rate securities and may have multiple tranches with losses first allocated to the most junior or subordinate
tranche. This structure results in increased sensitivity to dramatic housing downturns, especially for the subordinate tranches. Many
CRTs also have collateral performance triggers (e.g., based on credit enhancement, delinquencies or defaults, etc.) that could shut off
principal payments to subordinate tranches.
Operational and
Cybersecurity Risk. The Fund and its service providers,
and your ability to transact with the Fund, may be negatively impacted due to operational matters arising from, among other problems,
human errors, processing and communications errors, counterparty and third-party disruptions or errors, systems and technology disruptions
or failures, or cybersecurity incidents. Cybersecurity incidents may allow an unauthorized party to gain access to fund assets, customer
data, or proprietary information, or cause the Fund or its service providers, as well as the securities trading venues and their service
providers, to suffer data corruption or lose operational functionality, including those related to critical functions. Cybersecurity incidents
can result from deliberate attacks (e.g., malicious software coding, ransomware, or “hacking”) or unintentional events (e.g.,
inadvertent release of confidential information). A cybersecurity incident could, among other things, result in the loss or theft of customer
data or funds, customers or employees being unable to access electronic systems (“denial of services”), loss or theft of
proprietary information or corporate data, physical damage to a computer or network system, or remediation costs associated with system
repairs. A cybersecurity incident may not permit the Fund and its service providers to access electronic systems to perform critical duties
for the Fund, such as trading and calculating net asset value. Any cybersecurity incident could have a substantial adverse impact on the
Fund and its shareholders.
The occurrence of any of these problems
could result in a loss of information, regulatory scrutiny, reputational damage and other consequences, any of which could have a material
adverse effect on the Fund or its shareholders. The Manager, through its monitoring and oversight of Fund service providers, endeavors
to determine that service providers take appropriate precautions to avoid and mitigate risks that could lead to such problems. While the
Manager has established business continuity plans and risk management systems seeking to address these problems, there are inherent limitations
in such plans and systems, and it is not possible for the Manager or the other Fund service providers to identify all of the cybersecurity
or other operational risks that may affect the Fund or to develop processes and controls to completely eliminate or mitigate their occurrence
or effects. Most issuers in which the Fund invests are heavily dependent on computers for data storage and operations, and require ready
access to the internet to conduct their business. Thus, cybersecurity incidents could also affect issuers of securities in which the Fund
invests, leading to significant loss of value.
Artificial Intelligence.
The Fund and its service providers, including its adviser, may utilize artificial intelligence (“AI”) technologies, including
machine learning models and generative AI, to improve operational efficiency and in connection with research. In addition, counterparties
used by the Fund may utilize AI in their business activities. While the Manager may restrict certain uses of AI tools, the Fund and its
adviser are not in a position to control the use of AI in third-party products or services. The use of AI introduces numerous potential
challenges and the use of AI can lead to reputational damage, legal liabilities, and competitive disadvantages, as well as negatively
impact business operations, which may occur with or without mismanagement in the use of the AI. AI requires the collection and processing
of substantial amounts of data, which poses risks of data inaccuracies, incompleteness, and inherent biases, and which can degrade the
technology's effectiveness and reliability. Such data can include proprietary information, the use of which by AI may be unauthorized
and subject to potential liability. Rapid technological advancements further complicate risk predictions, and competitors who adopt AI
more swiftly may gain a competitive edge. The complexity and opacity of AI systems raise significant accountability and ethical concerns.
AI has enhanced the ability of threat actors to amplify the potency, scale, and speed of cybersecurity attacks. AI's role in increasing
automation raises concerns about job displacement and may lead to economic and social disruptions. The unpredictable nature of AI's impact
on market dynamics complicates traditional risk assessment models, making it challenging to identify risks and opportunities using historical
data. Legal
and
regulatory frameworks governing AI's use, particularly concerning data privacy and protection, are evolving rapidly. These changes could
materially alter how AI is used, which may negatively impact the Fund.
Other Investment
Company Risk. To the extent the Fund invests in other investment
companies, including money market funds and exchange-traded funds (ETFs), its performance will be affected by the performance of those
other investment companies and to the allocation of its assets among those other investment companies. Investments in other investment
companies are subject to the risks of the other investment companies’ investments, as well as to the other investment companies’
expenses. Other
unaffiliated investment companies may also from time to time hold securities advised, or issued, by the Manager and its affiliates.
An ETF is subject to ETF specific
risks and may trade in the secondary market at a price below the value of its underlying portfolio, may not be liquid and may be halted
by the listing exchange. An actively managed ETF’s performance will reflect its adviser’s ability to make investment decisions
that are suited to achieving the ETF’s investment objectives. A passively managed ETF may not replicate the performance of the
index it intends to track because of, for example, the temporary unavailability of certain index securities in the secondary market or
discrepancies between the ETF and the index with respect to the weighting of securities or the number of stocks held. A passively managed
ETF may not be permitted to sell poorly performing stocks that are included in its index. Investing in ETFs could incur brokerage and
other trading costs for the Fund.
Prepayment and Extension
Risk. The Fund’s performance could be affected if
borrowers pay back principal on certain debt securities, such as mortgage- or asset-backed securities, before (prepayment) or after (extension)
the market anticipates such payments, shortening or lengthening their duration. Due to a decline in interest rates or an excess in cash
flow into the issuer, a debt security might be called or otherwise converted, prepaid or redeemed before maturity (i.e., a prepayment).
As a result of prepayment, the Fund may have to reinvest the proceeds in an investment offering a lower yield, may not benefit from any
increase in value that might otherwise result from declining interest rates, and may lose any premium it paid to acquire the security.
Prepayments could also create capital gains tax liability in some instances. Conversely, rising market interest rates generally result
in slower payoffs or extensions, which effectively increases the duration of certain debt securities, heightening interest rate risk and
increasing the magnitude of any resulting price declines. If the Fund’s investments are locked in at a lower interest rate for
a longer period of time, the Fund may be unable to capitalize on securities with higher interest rates or wider spreads.
Private Placements
and Other Restricted Securities Risk. Private placements
and other restricted securities, including securities for which Fund management has material non-public information, are securities that
are subject to legal and/or contractual restrictions on their sales. These securities may not be sold to the public unless certain conditions
are met, which may include registration under the applicable securities laws. These securities may not be listed on an exchange and may
have no active trading market. As a result of the absence of a public trading market, the prices of these securities may be more volatile
and more difficult to determine than publicly traded securities and these securities may involve heightened risk as compared to investments
in securities of publicly traded companies. Private placements and other restricted securities may be illiquid, and it frequently can
be difficult to sell them at a time when it may otherwise be desirable to do so or the Fund may be able to sell them only at prices that
are less than what the Fund regards as their fair market value. A security that was liquid at the time of purchase may subsequently become
illiquid. In addition, transaction costs may be higher for private placements and other restricted securities. The Fund may have to bear
the expense of registering such securities for sale and there may be substantial delays in effecting the registration. If, during such
a delay, adverse market conditions were to develop, the Fund might obtain a less favorable price than prevailed at the time it decided
to seek registration of the securities. In addition, the Fund may get only limited information about the issuer of a private placement
or other restricted security, so it may be less able to anticipate a loss. Also, if Fund management receives material non-public information
about the issuer, the Fund may, as a result, be legally prohibited from selling the securities.
Recent Market Conditions.
Both U.S. and international markets have experienced significant volatility in recent years. As a result of such volatility, investment
returns may fluctuate significantly. National economies are substantially interconnected, as are global financial markets, which creates
the possibility that conditions in one country or region might adversely impact issuers in a different country or region. However, the
interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies and markets in ways that
cannot be foreseen at this time.
Some countries, including the U.S.,
have adopted more protectionist trade policies, which is a trend that appears to be continuing globally. Slowing global economic growth,
the rise in protectionist trade policies, inflationary pressures, changes to some major international trade and security agreements, risks
associated with the trade and security agreement between countries and regions, including the U.S. and other foreign nations, political
or economic dysfunction within some countries or regions, including the U.S., and dramatic changes in consumer sentiment,
commodity prices and currency values could affect the economies
and markets of many nations, including the U.S., in ways that cannot necessarily be foreseen at the present time and may create
significant
volatility in the markets. In addition, these policies, including the impact on the U.S. dollar, may change foreign demand for U.S. assets
in ways that cannot be foreseen, which could have a negative impact on certain issuers and/or industries.
The Federal Reserve and certain foreign
central banks have started to lower interest rates, though economic or other factors, such as inflation, could stop such changes. It is
difficult to accurately predict the pace at which interest rates might change, the timing, frequency or magnitude of any such changes
in interest rates, or when such changes might stop or again reverse course. Additionally, various economic and political factors could
cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions may result in an economic
slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market volatility or reduce liquidity
in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of default or insolvency of particular
issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets. Any of these could cause an increase
in market volatility, reduce liquidity across various markets or decrease confidence in the markets. Also, regulators have expressed concern
that changes in interest rates may cause investors to sell fixed income securities faster than the market can absorb them, contributing
to price volatility. Historical patterns of correlation among asset classes may break down in unanticipated ways during times of high
volatility, disrupting investment programs and potentially causing losses.
Regulators in the U.S. adopted a
number of changes to regulations involving the markets and issuers, some of which implicate a Fund. The full effect of such regulations
is not currently known and
certain changes to regulation could limit a Fund’s ability to pursue its investment strategies or make certain investments, may
make it more costly for it to operate, or adversely impact its performance. Additionally, it is possible that such regulations could be
further revised or rescinded, which creates material uncertainty on their impact to the Fund.
Regulators in the U.S. have issued
an order granting exemptive relief to permit funds to offer both mutual fund share classes and ETF share classes. There are structural
and operational differences between mutual funds and ETFs, which give rise to different shareholder rights along with other differences
in this structure, including differences in portfolio transaction costs and distributions. Any use of this structure by a Fund, if available
to it, would be subject to the terms and conditions of such exemptive relief.
Advancements in technology, including
advanced development and increased regulation of artificial intelligence, may adversely impact market movements and liquidity. As artificial
intelligence is used more widely, which can occur relatively rapidly, the profitability and growth of certain issuers and industries may
be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions, war, or open conflict between
nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies of many nations, including
the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted. Those events present
material uncertainty and risk with respect to markets globally and the performance of a Fund and its investments or operations could be
negatively impacted.
Certain illnesses spread rapidly
and have the potential to significantly and adversely affect the global economy. The impact of epidemics and/or pandemics that may arise
in the future could negatively affect the economies of many nations, individual companies and the global securities and commodities markets,
including their liquidity, in ways that cannot necessarily be foreseen at the present time and could last for an extended period of time.
High public debt in the U.S. and
other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress will
act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that cannot
now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and consumer
confidence and may adversely impact financial markets and the broader economy.
China’s economy, which had
been sustained through debt-financed spending on housing and infrastructure, appears to be experiencing a significant slowdown and growing
at a lower rate than prior years. While the Chinese government appears to be taking measures to address these issues, due to the size
of China’s economy, the resolution of these issues could impact a number of other countries.
Global climate change can have potential
effects on property and security values. Certain issuers, industries and regions may be adversely affected by the impact of climate change
in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate change, including
any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries and regions.
A rise in sea levels, a change in
weather patterns, including an increase in powerful storms and large wildfires, and/or a climate-driven increase in flooding could cause
properties to lose value or become unmarketable altogether. Unlike previous declines in the
real estate market,
properties in affected zones may not ever recover their value. Regulatory changes and divestment movements tied to concerns about climate
change could adversely affect the value of certain land and the viability of industries whose activities or products are seen as accelerating
climate change.
Losses related to climate change
could adversely affect corporate issuers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities that
depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property and/or of corporate,
municipal or mortgage-backed securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult
to know the time period over which these market effects might unfold.
Redemption Risk.
The Fund may experience periods of large or frequent redemptions that could cause the Fund to sell assets at inopportune times, which
could have a negative impact on the Fund’s overall liquidity, or at a loss or depressed value. Redemption risk is greater to the
extent that one or more investors or intermediaries control a large percentage of investments in the Fund, have short investment horizons,
or have unpredictable cash flow needs. In addition, the risk is heightened if redemption requests are unusually large or frequent or occur
during periods of declining or illiquid markets. Large redemptions could hurt the Fund’s performance, increase transaction costs
and create adverse tax consequences.
A general rise in interest rates
has the potential to cause investors to move out of fixed income securities on a large scale, which may increase redemptions from open-end
funds that hold large amounts of fixed income securities; such a move, coupled with a reduction in the ability or willingness of dealers
and other institutional investors to buy or hold fixed income securities, may result in decreased liquidity and increased volatility in
the fixed income markets.
Risk Management.
Management undertakes certain analyses with the intention of identifying particular types of risks and reducing the Fund’s exposure
to them. However, risk is an essential part of investing, and the degree of return an investor might expect is often tied to the degree
of risk the investor is willing to accept. By its very nature, risk involves exposure to the possibility of adverse events. Accordingly,
no risk management program can eliminate the Fund’s exposure to such events; at best, it may only reduce the possibility that the
Fund will be affected by adverse events, and especially those risks that are not intrinsic to the Fund’s investment program. While
the prospectus describes material risk factors associated with the Fund’s investment program, there is no assurance that as a particular
situation unfolds in the markets, management will identify all of the risks that might affect the Fund, rate their probability or potential
magnitude correctly, or be able to take appropriate measures to reduce the Fund’s exposure to them. The Fund could experience losses
if judgments about risk prove to be incorrect. Measures taken with the intention of decreasing exposure to identified risks might have
the unintended effect of increasing exposure to other risks.
Sector Risk.
From time to time, based on market or economic conditions, the Fund may have significant positions in one or more sectors of the market.
To the extent the Fund invests more heavily in one sector, industry, or sub-sector of the market, its performance will be especially sensitive
to developments that significantly affect those sectors, industries, or sub-sectors. An individual sector, industry, or sub-sector of
the market may be more volatile, and may perform differently, than the broader market. The industries that constitute a sector may all
react in the same way to economic, political or regulatory events. The Fund’s performance could also be affected if the sectors,
industries, or sub-sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries may adversely
affect performance. For information about the risks of investing in particular sectors, see the Fund’s Statement of Additional
Information.
Sovereign Debt Risk.
Sovereign debt securities are subject to the risk that a governmental entity may delay or refuse to pay interest or principal on its sovereign
debt, due, for example, to cash flow problems, insufficient foreign currency reserves, political considerations, the size of the governmental
entity’s debt position in relation to the economy, its policy toward international lenders or the failure to put in place economic
reforms required by multilateral agencies. If a governmental entity defaults, it may ask for more time in which to pay or for further
loans. There may be no legal process for collecting sovereign debt that a government does not pay nor are there bankruptcy proceedings
through which all or part of the sovereign debt that a governmental entity has not repaid may be collected. Sovereign debt risk is increased
for emerging market issuers. Certain emerging market or developing countries are among the largest debtors to commercial banks and foreign
governments. At times, certain emerging market countries have declared moratoria on the payment of principal and interest on external
debt. Certain emerging market countries have experienced difficulty in servicing their sovereign debt on a timely basis that led to defaults
and the restructuring of certain indebtedness.
U.S. Government
Securities Risk. Although the Fund may hold securities
that carry U.S. government guarantees, these guarantees do not extend to shares of the Fund itself and do not guarantee the market prices,
including due to changes in interest rates, of the securities. Furthermore, not all securities issued by the U.S. government and its agencies
and instrumentalities are backed by the full faith and credit of the U.S. Treasury. Some are backed by the issuer’s right to borrow
from the U.S. Treasury, while others are backed only by the credit of the issuing agency or instrumentality. These securities carry at
least some risk of non-payment or default by the issuer. The maximum potential liability of the issuers of some U.S. government securities
may greatly
exceed their
current resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the
funds to meet their payment obligations in the future. There is no assurance that the U.S. Government will provide financial support to
its agencies and instrumentalities if it is not obligated by law to do so.
In recent periods, the values of
U.S. government securities have been affected substantially by increased demand for them around the world. Increases or decreases in the
demand for U.S. government securities may occur at any time and may result in increased volatility in the values of those securities.
In recent years, credit rating agencies have shown some concern about whether the U.S. government has the political will necessary to
service all of its outstanding and expected future debt, and some have adjusted their ratings or outlook for U.S. government debt accordingly.
These developments, and the factors underlying them, could cause an increase in interest rates and borrowing costs, which may negatively
impact both the perception of credit risk associated with the debt securities issued by the U.S. and the government's ability to access
the debt markets on favorable terms. In addition, these developments could create broader financial turmoil and uncertainty, which could
increase volatility in both stock and bond markets. These events could result in significant adverse impacts on issuers of securities
held by the Fund.
Valuation Risk.
The Fund may not be able to sell an investment at the price at which the Fund has valued the investment. Such differences could be significant,
particularly for illiquid securities and securities that trade in relatively thin markets and/or markets that experience extreme volatility.
If market or other conditions make it difficult to value an investment, the Fund may be required to value such investments using more
subjective methods, known as fair value methodologies. Using fair value methodologies to price investments may result in a value that
is different from an investment’s most recent closing price and from the prices used by other funds to calculate their NAVs. Investors
who purchase or redeem Fund shares on days when the Fund is holding fair-valued securities may receive fewer or more shares, or lower
or higher redemption proceeds, than they would have received if the Fund had not held fair-valued securities or had used a different methodology.
The value of foreign securities, certain futures, fixed income securities, and currencies may be materially affected by events after the
close of the markets on which they are traded but before the Fund determines its net asset value. The impact of a closed foreign market
on the Fund is likely to be greater if a large portion of the Fund's investments trade on that closed foreign market or when the foreign
market is closed for unscheduled reasons. The value of the Fund's investments may change on days or during time periods when investors
are not able to purchase or sell Fund shares. The Fund uses pricing services to provide values for certain securities and there is no
assurance that the Fund will be able to sell an investment at the price established by such pricing services. Different pricing services
use different valuation methodologies, potentially resulting in different values for the same investments. As a result, if the Fund were
to change pricing services, or if a pricing service were to change its valuation methodology, the value of the Fund’s investments
could be impacted. The Fund’s ability to value its investments in an accurate and timely manner may be impacted by technological
issues and/or errors by third party service providers, such as pricing services or accounting agents.
Variable and Floating
Rate Instruments Risk. The market prices of instruments
with variable and floating interest rates are generally less sensitive to interest rate changes than are the market prices of instruments
with fixed interest rates. Variable and floating rate instruments may decline in value if market interest rates or interest rates paid
by such instruments do not move as expected. Conversely, variable and floating rate instruments will not generally rise in value if market
interest rates decline. Thus, investing in variable and floating rate instruments generally allows less opportunity for capital appreciation
and depreciation than investing in instruments with a fixed interest rate. Certain types of floating rate instruments, such as interests
in bank loans, may be subject to greater liquidity risk than other debt securities, may have restrictions on resale and may lack an active
market, which may make them more difficult to value or sell.
Certain variable and floating rate
instruments have an interest rate floor feature, which prevents the interest rate payable by the instrument from dropping below a specified
level as compared to a reference interest rate (the “reference rate”), such as SOFR. Such a floor is designed to protect
the Fund from a decrease in the reference rate below the specified level. However, if the reference rate is below the floor, there will
be a lag between a rise in the reference rate and a rise in the interest rate payable by the instrument, and the Fund may not benefit
from increasing interest rates for a significant period of time. Rates on certain variable rate instruments typically only reset periodically.
When-Issued and
Forward-Settling Securities Risk. When-issued and forward-settling
securities (such as to-be-announced (TBA) mortgage-backed securities) involve a commitment by the Fund to purchase or deliver securities
at a later date. Because the Fund is committed to buying them at a certain price, any change in the value of these securities, even prior
to their issuance, affects the Fund’s share value. Accordingly, the purchase of such securities involves a risk of loss if the
value of the security to be purchased declines before the settlement date. When-issued and forward-settling securities can have a leverage-like
effect on the Fund, which can increase fluctuations in the Fund’s share price. When-issued and forward-settling securities may
cause the Fund to liquidate positions when it may not be advantageous to do so, in order to satisfy its purchase obligations. When-issued
and forward-settling securities also are subject to the risk that the security will not be issued or that a counterparty will fail to
complete the sale or purchase of the security. If this occurs, the Fund may lose the opportunity to purchase or sell the security at the
agreed
upon price and
may forgo any gain in the security’s price. The Fund may sell securities it has committed to purchase before those securities are
delivered to the Fund on the settlement date. In addition, the purchase of mortgage-backed securities on a TBA basis may result in a Fund
incurring increased prepayment risks because the underlying mortgages may be less favorable than anticipated by the Fund.
Information about Additional Risks
and Other Practices
As discussed in the Fund’s
Statement of Additional Information, the Fund may engage in certain practices and invest in certain securities in addition to those described
as its “principal investment strategies” in the Fund Summary section. For example, should the Fund engage in borrowing or
securities lending, it will be subject to the additional risks associated with these practices, some or all of which may already be included
in its “principal investment strategies.”
Borrowing money or securities lending
would create investment leverage, meaning that certain gains or losses would be amplified, increasing share price movements.
As part of its liquidity management
practices, including for cash management purposes or to facilitate short-term liquidity, the Fund may invest in reverse repurchase agreements.
In a reverse repurchase agreement, the Fund sells portfolio securities to another party, such as a bank or broker-dealer, in return for
cash and agrees to repurchase the securities at an agreed-upon price and date, which reflects an interest payment to that party. Reverse
repurchase agreements involve the risk that the other party will fail to return the securities in a timely manner, or at all, which may
result in losses to the Fund. The Fund could lose money if it is unable to recover the securities and the value of the cash collateral
held by the Fund is less than the value of the securities. These events could also trigger adverse tax consequences to the Fund. Reverse
repurchase agreements also involve the risk that the market value of the securities sold will decline below the price at which the Fund
is obligated to repurchase them. Reverse repurchase agreements may be viewed as a form of borrowing by the Fund. When the Fund enters
into a reverse repurchase agreement, any fluctuations in the market value of either the securities transferred to another party or the
securities in which the proceeds may be invested would affect the market value of the Fund’s assets. During the term of the agreement,
the Fund may also be obligated to pledge additional cash and/or securities in the event of a decline in the fair value of the transferred
security. The Manager monitors the creditworthiness of counterparties to reverse repurchase agreements.
In addition, the Fund may be an investment
option for a Neuberger fund that is managed as a “fund of funds.” As a result, from time to time, the Fund may experience
relatively large redemptions or investments and could be required to sell securities or to invest cash at a time when it is not advantageous
to do so.
In anticipation of adverse or uncertain
market, economic, political, or other temporary conditions, including during periods of high cash inflows or outflows, the Fund may temporarily
depart from its goal and use a different investment strategy (including leaving a significant portion of its assets uninvested) for defensive
purposes. Doing so could help the Fund avoid losses, but may mean lost opportunities. In addition, in doing so different factors could
affect the Fund’s performance and the Fund may not achieve its goal.
In addition, to the extent the Fund is undergoing a transition
(such as a change in strategy, rebalancing, reorganization, liquidation or experiencing large inflows or outflows) or takes a temporary
defensive position, it may deviate from its principal investment strategies during such period.
The Fund may change its goal without
shareholder approval.
Please see the Statement of Additional
Information for more information.
The Bloomberg
1-3 Year U.S. Government/Credit Bond Index is the 1-3 year
component of the Bloomberg U.S. Government/Credit Index. The Bloomberg U.S. Government/Credit Index is the non-securitized component of
the Bloomberg U.S. Aggregate Bond Index and includes Treasuries and government-related (agency, sovereign, supranational, and local authority
debt guaranteed by the U.S. Government) and investment grade corporate securities.
The Bloomberg
U.S. Aggregate Bond Index measures the investment grade,
U.S. dollar-denominated, fixed-rate, taxable bond market and includes Treasuries, government-related and corporate securities, mortgage-backed
securities (MBS) (agency fixed-rate and hybrid adjustable rate mortgage (ARM) pass-throughs), asset-backed securities (ABS), and commercial
mortgage-backed securities (CMBS) (agency and non-agency).
Management of the
Fund
Neuberger Berman
Investment Advisers LLC (“Manager”), located
at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s investment manager and administrator. Neuberger Berman BD LLC
(“Distributor”), located at 1290 Avenue of the Americas, New York, NY 10104, is the Fund’s distributor. Pursuant
to an investment advisory agreement, the Manager is responsible for choosing the Fund’s investments and handling its day-to-day
business. The services provided by the Manager as the investment manager and administrator include, among others, overall responsibility
for providing all supervisory, management, and administrative services reasonably necessary for the operation of the Fund, which may include,
among others, compliance monitoring, operational and investment risk management, legal and administrative services and portfolio accounting
services. The Manager carries out its duties subject to the policies established by the Board of Trustees. The investment advisory agreement
establishes the fees the Fund pays to the Manager for its services as the Fund’s investment manager and the expenses paid directly
by the Fund. Together, the Neuberger affiliates manage approximately $567
billion in total assets (as of 3/31/2026) and continue an asset management history that began in 1939. For the 12 months ended 12/31/2025,
the management fees (i.e., advisory and administration fees) paid to the Manager by the Fund were 0.57% of the Fund's average daily net
assets for Class I.
A discussion regarding the basis
for the Board of Trustees’ approval of the investment advisory agreement is available in the Fund's Form N-CSR for the fiscal year
ended December 31, 2025.
NBIA may engage one or more of foreign
affiliates that are not registered under the Investment Advisers Act of 1940, as amended (“participating affiliates”) in
accordance with applicable SEC no-action letters. As participating affiliates, whether or not registered with the SEC, the affiliates
may provide designated investment personnel to associate with NBIA as “associated persons” of NBIA and perform specific
advisory services for NBIA, including services for the Fund, which may involve, among other services, portfolio management and/or placing
orders for securities and other instruments. The designated employees of a participating affiliate act for NBIA and are subject to certain
NBIA policies and procedures as well as supervision and periodic monitoring by NBIA. The Fund will pay no additional fees and expenses
as a result of any such arrangements.
Neither this Prospectus nor the Statement
of Additional Information is intended to give rise to any contract rights or other rights in any shareholder, other than any rights conferred
explicitly by federal or state securities laws that have not been waived. The Fund enters into contractual arrangements with various parties,
including, among others, the Manager, who provide services to the Fund. Shareholders are not parties to, or intended to be third party
beneficiaries of, those contractual arrangements. Where shareholders are not third party beneficiaries of contractual arrangements, those
contractual arrangements cannot be enforced by shareholders acting on their own behalf.
Please see the Statement of Additional
Information for additional information about each Portfolio Manager’s compensation, other accounts managed by each Portfolio Manager,
and each Portfolio Manager’s ownership of Fund shares.
Michael Foster
is a Managing Director of the Manager. He has been a Portfolio Manager of the Fund since 2008. Mr. Foster has been a portfolio manager
at the firm since 2004.
Matthew McGinnis
is a Senior Vice President of the Manager. Mr. McGinnis
joined the firm in 2008 and has been a Portfolio Manager of the Fund since February 2017. Prior to being named co-portfolio manager of
the Fund, Mr. McGinnis was a Senior Trader on the Enhanced Cash and Short Duration portfolio management teams.
David M. Brown,
CFA, is a Managing Director of the Manager. He re-joined
the firm in January 2003 and is the Co-Head of Global Investment Grade Fixed Income. Mr. Brown has been a Portfolio Manager of the Fund
since May 2021.
Ashok Bhatia, CFA,
is a Managing Director of the Manager. He joined the firm in July 2017 and is the Chief Investment Officer of Fixed Income. Prior to joining
the firm, Mr. Bhatia was a senior portfolio manager and co-leader of the customized fixed income team at another asset manager. He has
over 24 years’ experience in the investment industry. Mr. Bhatia has been a Portfolio Manager of the Fund since July 2022.
Financial Highlights
These financial
highlights describe the performance of the Fund's Class I shares for the fiscal periods indicated.
All figures have been derived from the financial statements
audited by Ernst & Young LLP, the Fund’s independent registered public accounting firm. Their report, along with full financial
statements, appears in the Fund’s most recent Form N-CSR (see back cover).
This information does not reflect
variable contract or qualified plan fees and expenses. If such fees and expenses were reflected, returns would be less than those shown.
Please refer to the prospectus for your variable contract or your qualified plan documentation for information on their separate fees
and expenses.
Neuberger Berman Advisers
Management Trust - Short Duration Bond Portfolio—Class
I Shares
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Data
apply to a single share throughout each year indicated. You can see what the Fund earned (or lost), what it
distributed
to investors, and how its share price changed. |
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Share
price (NAV) at beginning of year |
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Income
from investment operations |
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Net
investment income (loss)(1)
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Net
gains (losses)—realized
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Subtotal:
income (loss) from investment operations |
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Distributions
to shareholders |
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Subtotal:
distributions to shareholders |
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Share
price (NAV) at end of year |
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RATIOS
(% OF AVERAGE NET ASSETS) |
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The
ratios show the Fund's expenses and net investment income (loss), as they actually are as well as how they
would
have been if certain expense reimbursement arrangements had not been in effect. |
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Net
investment income (loss)—actual
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Total
return shows how an investment in the Fund would have performed over each year, assuming all
distributions
were reinvested. The turnover rate reflects how actively the Fund bought and sold securities. |
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Net
assets at end of year (in millions of dollars) |
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Portfolio
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(1)
Calculated
based on the average number of shares outstanding during each fiscal period.
(2)
Does
not reflect charges and other expenses that apply to the separate account or the related insurance policies. Qualified plans that are
direct shareholders of the Fund
are
not affected by insurance related expenses.
Your
Investment
Buying and Selling Fund Shares
The Fund is designed as a funding
vehicle for certain variable contracts and qualified plans. Because shares of the Fund are held by the insurance companies or qualified
plans involved, you will need to follow the instructions provided by your insurance company or qualified plan administrator for matters
involving allocations to this Fund.
Redemption proceeds are typically
sent out the next business day after an order is executed, and nearly always within seven days regardless of payment type. The Fund typically
expects to meet redemption requests, under both normal and stressed market conditions, by redeeming cash and cash equivalent portfolio
holdings and/or selling portfolio securities or other instruments. As stated below, and in the Fund’s Statement of Additional Information,
the Fund also reserves the right to redeem an investor’s shares in kind (i.e., providing investors with securities instead of cash),
in whole or in part to meet redemption requests in stressed market conditions and other appropriate circumstances. Redemptions in kind
may cause you to incur transaction costs to the extent you dispose of the securities redeemed in kind and the value of the securities
redeemed in kind may decrease between the time of redemption and the time of such sale. The Fund may also borrow under any available line
of credit and other available methods to meet redemption requests in both normal and stressed market conditions and other appropriate
circumstances.
Under certain circumstances, which
may include normal and stressed market conditions, the Fund reserves the right to:
■
suspend
the offering of shares
■
reject
any exchange or purchase order
■
suspend
or reject future purchase orders from any investor who has not provided timely payment to settle a purchase order
■
satisfy
an order to sell Fund shares with securities rather than cash
■
change,
suspend, or revoke the exchange privilege
■
suspend
the telephone order privilege
■
suspend
or postpone investors’ ability to sell Fund shares or postpone payments on redemptions for more than seven days, on days when trading
on the New York Stock Exchange (“Exchange”) is restricted, or as otherwise permitted by the Securities and Exchange Commission
(“SEC”)
■
suspend
or postpone investors' ability to sell Fund shares or postpone payments on redemptions for more than seven days, on days when the Exchange
or the bond market is closed
■
suspend
or postpone investors' ability to sell Fund shares or postpone payments on redemptions for more than seven days, on days when the Exchange,
the Federal Reserve or the bond market closes early (e.g., on the eve of a major holiday or because of a local emergency, such as a blizzard)
■
remain
open and process orders to purchase or sell Fund shares when the Exchange is closed.
Frequent purchases, exchanges and
redemptions of Fund shares (“market-timing activities”) can interfere with effective Fund management and adversely affect
Fund performance in various ways, including by requiring a portfolio manager to liquidate portfolio holdings at a disadvantageous time
or price, by increasing costs (such as brokerage costs) to the Fund by requiring a portfolio manager to effect more frequent purchases
and sales of portfolio securities, and possibly by requiring a portfolio manager to keep a larger portion of Fund assets in cash, all
of which could adversely affect the interests of long-term shareholders. To discourage market-timing activities by Fund shareholders,
the Board of Trustees has adopted market-timing policies and has approved the procedures of the principal underwriter for implementing
those policies. Pursuant to such policies, the exchange privilege can be withdrawn from any investor that is believed to be “timing
the market” or is otherwise making exchanges judged to be excessive. In furtherance of these policies, under certain circumstances,
the Fund reserves the right to reject any exchange or purchase order; change, suspend or revoke the exchange privilege.
The Manager applies the Fund’s
policies and procedures with respect to market-timing activities by monitoring trading activity in the Fund, identifying excessive trading
patterns, and warning or prohibiting shareholders who trade excessively from making further purchases or exchanges of Fund shares. These
policies and procedures are applied consistently to all shareholders. Although the Fund makes efforts to monitor for market-timing activities,
the ability of the Fund to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement
plan accounts and other approved financial intermediaries may be limited in those instances in which the financial intermediary maintains
the underlying shareholder accounts. Accordingly, there can be no assurance that the Fund will be able to eliminate all market-timing
activities.
Because the Fund
is offered to different insurance companies, and for different types of variable contracts—annuities
and life insurance—and
to qualified plans, groups with different interests will share the Fund. Due to differences of tax treatment and other
considerations among these shareholders, it is possible (although not likely) that the interests of the shareholders might sometimes be
in conflict. For these reasons, the Board of Trustees of the Fund watch for the existence of any material irreconcilable conflicts and
will determine what action, if any, should be taken in the event of a conflict. If there is a conflict, it is possible that to resolve
it, one or more insurance company separate accounts or qualified plans might be compelled to withdraw its investment in the Fund. While
this might resolve the conflict, it also might force the Fund to sell securities at disadvantageous prices.
When shares of the Fund are bought
and sold, the share price is the Fund’s net asset value per share.
The Fund is generally open for business
every day the Exchange is open. The Exchange is generally closed on all national holidays and Good Friday; Fund shares will not be priced
on those days or other days on which the Exchange is scheduled to be closed. When the Exchange is closed for unusual reasons, Fund shares
will generally not be priced although the Fund may decide to remain open and price Fund shares and in such a case, the Fund would post
a notice on www.nb.com.
The Fund normally calculates its
share price on each day the Exchange is open once daily as of 4:00 P.M., Eastern time. In the event of an emergency or other disruption
in trading on the Exchange, the Fund’s share price would still normally be determined as of 4:00 P.M., Eastern time. In general,
every buy or sell order you place will go through at the next share price calculated after your order has been received in proper form;
check with your insurance company or qualified plan administrator to find out by what time your order must be received so that it can
be processed the same day. Depending on when your insurance company or qualified plan administrator accepts orders, it is possible that
the Fund's share price could change on days when Fund shares cannot be bought or sold.
Because foreign markets may be open
on days when U.S. markets are closed, the value of foreign securities owned by the Fund could change on days when Fund shares cannot be
bought or sold. Remember, though, any purchase or sale takes place at the next share price calculated after you send your order to your
insurance company or qualified plan administrator and it is received in proper form.
The
net asset value per share of the Fund is the total value of Fund assets minus the amount of Fund liabilities, divided by the total number
of Fund shares outstanding. Because the value of the Fund's portfolio securities changes every business day, its share price usually changes
as well.
The
Fund generally values its investments based upon their last reported sale prices, market quotations, or estimates of value provided by
an independent pricing service as of the time as of which the Fund’s share price is calculated. Debt securities and certain derivative
instruments that do not trade on an exchange held by the Fund generally are valued by one or more independent pricing services approved
by the Board of Trustees on the basis of market quotations and in the case of derivatives, market data about the underlying investments.
Short-term securities held by the Fund may be valued on the basis of amortized cost, unless other factors indicate that amortized cost,
is not an accurate estimate of the security’s value. Equity securities (including securities issued by ETFs) and exchange-traded
derivative instruments held by the Fund generally are valued by one or more independent pricing services approved by the Board of Trustees
at the last reported sale price or official closing price or, if there is no reported sale quoted on a principal exchange or market for
that security or official closing price, on the basis of market quotations.
Investments
in non-exchange traded investment companies are valued using the respective fund’s daily calculated net asset value per share.
The prospectuses for these funds explain the circumstances under which the funds will use fair value pricing and the effects of using
fair value pricing.
If
a valuation for a security is not available from an independent pricing service or if the Manager believes in good faith that the valuation
does not reflect the amount a Fund would receive on a current sale of that security, the Fund seeks to obtain quotations from brokers
or dealers. If such quotations are not readily available, the Fund may use a fair value estimate made according to methods approved by
the Manager. Pursuant to Rule 2a-5 under the Investment Company Act of 1940, as amended, the Board of Trustees designated the Manager
as the Fund’s valuation designee. As the Fund’s valuation designee, the Manager is responsible for determining fair value
in good faith for any and all Fund investments. The Fund may also use these methods to value certain types of illiquid securities. Fair
value pricing
generally
will be used if the market in which a portfolio security trades closes early or if trading in a particular security was halted during
the day and did not resume prior to the time as of which a Fund’s share price is calculated.
The
Fund may also fair value securities that trade in a foreign market if significant events that appear likely to affect the value of those
securities occur between the time the foreign market closes and the time as of which the Fund’s share price is calculated. Significant
events may include (1) corporate actions or announcements that affect a single issuer, (2) governmental actions that affect securities
in one sector, country or region, (3) natural disasters or armed conflicts that affect a country or region, or (4) significant domestic
or foreign market fluctuations.
For
certain foreign assets, after the relevant foreign markets have closed, a third-party vendor supplies evaluated, systematic fair value
pricing based upon analysis of historical correlation of multiple factors. In the case of both foreign equity and foreign income securities,
in the absence of precise information about the market values of these foreign securities as of the time as of which a Fund’s share
price is calculated, the Manager has determined on the basis of available data that prices adjusted or evaluated in this way are likely
to be closer to the prices a Fund could realize on a current sale than are the prices of those securities established at the close of
the foreign markets in which the securities primarily trade. Please see the Funds’ Statement of Additional Information for additional
detail about the Funds’ fair valuation practices.
The
effect of using fair value pricing is that a portfolio security will be priced based on the subjective judgment of the Manager, operating
under procedures approved by the Manager, instead of being priced using valuations from an independent pricing service. Fair value pricing
can help to protect the Fund by reducing arbitrage opportunities available to short-term traders, but there is no assurance that fair
value pricing will completely prevent dilution of the Fund’s net asset value by such traders.
Trading
in securities on many foreign exchanges is normally completed before the Fund calculates its net asset value. In addition, foreign markets
may be open on days when U.S. markets are closed. As a result, the value of foreign securities owned by the Fund could change at times
or on days when the Fund’s net asset value is not calculated, when Fund shares do not trade, and when sales and redemptions of
Fund shares do not occur.
While the Manager may serve as the
adviser or sub-adviser of other funds that have similar names, goals, and strategies as the Fund, there may be certain differences between
the Fund and these other funds in matters such as size, cash flow patterns and tax matters, among others. As a result, there could also
be differences in performance.
Distributions.
The Fund pays out to shareholders of record any net income and net realized capital gains. Ordinarily, the Fund makes distributions once
a year, in October. All dividends and other distributions received by shareholders of record are automatically reinvested in Fund shares.
How distributions
and transactions are taxed. Dividends and other distributions
made by the Fund, as well as transactions in Fund shares, generally are not taxable, except to the extent described in your qualified
plan documentation or variable contract prospectus. Please consult such documents for more information.
Other tax-related
considerations. The Fund intends to continue to qualify
for treatment as a “regulated investment company” for federal tax purposes (“RIC”) by satisfying the requirements
under Subchapter M of Chapter 1 of Subtitle A (“Subchapter M”) of the Internal Revenue Code of 1986, as amended (“Code”).
As a RIC, the Fund is not subject to federal income tax on its ordinary income and net realized capital gains that it distributes to its
shareholders. It is the Fund’s intention to distribute all such income and gains for each taxable year.
Because the Fund is offered to, among
others, insurance company separate accounts (each, a “Separate Account”) to fund variable contracts, it must meet special
diversification standards beyond those that apply to RICs in general under Subchapter M. That is so because Section 817(h) of the Code
and the regulations thereunder require that a Separate Account be “adequately diversified” (see the next paragraph for certain
rules regarding that term) in order for the tax deferral for variable contracts based thereon to apply. In determining whether a Separate
Account is so diversified, the Separate Account may “look-through” a RIC that satisfies certain criteria–which
the Fund has done for each past taxable year and intends to continue to do–and treat the RIC’s assets as its
own. If the Fund’s assets failed to meet those diversification standards, you could be subject to adverse tax consequences–for
example, distributions of the net income earned and net
gains realized by the Fund to the Separate Accounts that are invested in
the Fund (“Fund
Accounts”) would generate a current tax liability for you instead of the tax deferral mentioned above. Accordingly, the Fund intends
to continue to comply with the diversification requirements of Section 817(h) and the regulations so that owners of the variable contracts
based on the Fund Accounts will not be subject to federal tax on distributions from the Fund to those Accounts.
Under the relevant regulations, a
Separate Account is deemed to be adequately diversified if (1) no more than 55% of the value of the account’s total assets is represented
by any one investment, (2) no more than 70% of that value is represented by any two investments, (3) no more than 80% of that value is
represented by any three investments, and (4) no more than 90% of that value is represented by any four investments. Section 817(h) and
those regulations also provide, as a safe harbor, that a Separate Account will be treated as being adequately diversified if the diversification
requirements under Subchapter M are satisfied and no more than 55% of the value of its total assets is represented by cash and cash items,
government securities, and securities of other RICs. For purposes of those regulations, all securities of the same issuer are treated
as a single investment, but each U.S. government agency or instrumentality is treated as a separate issuer. It is possible that complying
with these requirements may at times call for decisions that could reduce investment performance.
The foregoing is only a summary of
some of the important federal income tax considerations generally affecting the Fund and you. Please refer to the Statement of Additional
Information for more information about the taxation of the Fund. You should refer to the prospectus for your variable contract or your
qualified plan documentation, or consult with your tax adviser, for information regarding taxes applicable to your variable contract or
qualified plan, as applicable.
Insurance
and Qualified Plan Expenses
The
fees and policies outlined in this prospectus are set by the Fund and by the Distributor. The fee information here does not include the
fees and expenses charged by your insurance company under your variable contract or by your qualified plan; for those fees and expenses,
you will need to see the prospectus for your variable contract or your qualified plan documentation.
Distribution
and Shareholder Servicing
Class
I shares of the Fund have adopted a non-fee plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 that recognizes that
the Distributor may use its own resources, including revenues from fees paid to the Distributor from the Fund, to pay expenses for services
primarily intended to result in distribution of Fund shares.
Payments
to Financial Intermediaries
The
Distributor and/or its affiliates pay additional compensation, out of their own resources and not as an expense of the Fund, to affiliates,
insurance companies and their affiliates, qualified plan administrators and their affiliates, and other financial intermediaries in connection
with the sale, distribution, retention and/or servicing of Fund shares. The amount of these payments may be substantial and may differ
among financial intermediaries based on, for example, the level or type of services provided by a financial intermediary. These arrangements
are separately negotiated between the Distributor and/or its affiliates, and the recipients of these payments and/or their affiliates.
If your financial intermediary receives such payments, these payments may compensate the financial intermediary for providing services
to you as a variable contract owner or qualified plan participant, and may also provide an incentive for the financial intermediary to
make the Fund’s shares available to you, or recommend the Fund to you, as a current or prospective variable contract owner or qualified
plan participant, and therefore promote distribution of the Fund’s shares. Please speak with your insurance company, qualified
plan administrator or other financial intermediary to learn more about any payments it receives from the Distributor and/or its affiliates,
as well as fees and/or commissions the financial intermediary charges. You should also consult disclosures made by your financial intermediary
at the time of purchase. Any such payments by the Distributor or its affiliates will not change the net asset value or the price of the
Fund’s shares. For more information, please see the Fund’s Statement of Additional Information.
Portfolio Holdings Policy
A description of the Fund’s
policies and procedures with respect to the disclosure of the Fund’s portfolio holdings is available in the Fund’s Statement
of Additional Information.
The complete portfolio holdings for
the Fund are available at www.nb.com/holdings (click on the tab with the name of the relevant Fund). The complete portfolio holdings for
the Fund are generally posted 15-30 days after each month-end.
The Fund’s
complete portfolio holdings will remain available at this website until the subsequent month-end holdings have been posted. Complete portfolio
holdings for the Fund will also be available in reports on Form N-PORT and Form N-CSR filed with the SEC. Historical portfolio holdings
are available upon request.
Generally, no earlier than five business
days after month-end, the Fund may publicly disclose via various shareholder and public communications, such as portfolio manager commentaries,
fact sheets or other marketing materials, which will be publicly available at www.nb.com, certain portfolio characteristics and partial
information concerning portfolio holdings for the month as of month-end, including but not limited to: up to the top 10 holdings of the
Fund (if the Fund engages in short selling, it may also disclose up to the top 10 short positions); up to the top 10 holdings that contributed
to and/or detracted from performance or were the best and/or worst performers; sector breakdowns or changes to portfolio composition (e.g.,
buys and sells). This information will typically remain available at this website until information for the subsequent month has been
posted; however, to comply with Rule 30e-3 under the Investment Company Act of 1940, as amended, quarter-end information may be retained
on this website for the Fund’s previous fiscal year. The Fund may also post intra-month updates to holdings and certain portfolio
characteristics to www.nb.com. Any such intra-month update would be in addition to and not in lieu of the holdings disclosure policies
described above.
NEUBERGER
BERMAN ADVISERS MANAGEMENT TRUST
Short Duration Bond
Portfolio (Class I) Shares
If you would like further details
on this Fund you can request a free copy of the following documents:
Shareholder Reports
and Form N-CSR. Additional information about the Fund’s
investments is available in the Fund’s annual and semi-annual reports to shareholders and in Form N-CSR. In the Fund’s annual
report, you will find the Fund’s performance data and a discussion by the Portfolio Managers about strategies and market conditions
that significantly affected the Fund’s performance during the last fiscal year. In Form N-CSR, you will find the Fund’s
annual and semi-annual financial statements.
Statement of Additional
Information (SAI). The SAI contains more comprehensive
information on the Fund, including: various types of securities and practices, and their risks, investment limitations and additional
policies and information about the Fund’s management and business structure. The SAI is hereby incorporated by reference into this
prospectus, making it legally part of the prospectus.
Investment Manager: Neuberger
Berman Investment Advisers LLC
You can obtain a shareholder report,
SAI, and other information such as financial statements from your financial intermediary, or from:
Neuberger Berman
Investment Advisers LLC
1290 Avenue of the Americas
New York, NY 10104
800-877-9700
212-476-8800
Website: www.nb.com
Reports and other
information about the Fund are available on the EDGAR Database on the SEC’s website at http://www.sec.gov, and copies of this information
may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: [email protected].
The Fund’s
current net asset value per share is made available at: http://www.nb.com/amtportfolios/performance.
The
“Neuberger Berman” and “Neuberger”
names and logos and “Neuberger Berman Investment Advisers
LLC” are registered service marks of Neuberger Berman Group LLC. The individual Fund name in this prospectus is either a service
mark or a registered service mark of Neuberger Berman Investment Advisers LLC. ©2026 Neuberger Berman BD LLC, distributor. All rights
reserved.
SEC
File Number: 811-4255
A0061 05/26
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
STATEMENT OF ADDITIONAL INFORMATION
DATED
MAY 1, 2026
| Fund |
Class
I |
Class
S |
| Mid
Cap Growth Portfolio |
X |
X |
| Mid
Cap Intrinsic Value Portfolio |
X |
X |
| Quality
Equity Portfolio |
X |
X |
| Short
Duration Bond Portfolio |
X |
|
|
1290 Avenue of the Americas, New York, NY 10104-0002
800.877.9700
www.nb.com |
The
Mid Cap Growth Portfolio, Mid Cap Intrinsic Value Portfolio, Quality Equity Portfolio, and Short Duration Bond
Portfolio (each, a “Fund” and collectively, the “Funds”) are mutual funds that offer shares pursuant to prospectuses
dated May 1, 2026.
Shares
of the Funds are sold to insurance company separate accounts, so that the Funds may serve as investment options under variable life insurance
policies and variable annuity contracts issued by insurance companies (each, a “variable contract”). Shares of the Funds
are also offered to certain qualified pension and other retirement plans (each, a “qualified plan”). If you are buying a
variable contract or contributing to a qualified plan, you should also read the contract’s or plan’s prospectus, as the
case may be. Individual investors may not purchase shares of the Funds.
The prospectus and summary
prospectus (together, the “Prospectus”) for your Fund provide more information about your Fund that you should know before
investing. You can get a free copy of the Prospectus, annual report and/or semi-annual report for your Fund from Neuberger Berman Investment
Advisers LLC (“NBIA” or the “Manager”), 1290 Avenue of the Americas, New York, NY 10104, or by calling the
number listed above. You should read the Prospectus for your Fund and consider the investment objective(s), risks, and fees and expenses
of your Fund carefully before investing.
This Statement of Additional
Information (“SAI”) is not a prospectus and should be read in conjunction with the Prospectus for your Fund. This SAI is
not an offer to sell any shares of any class of the Funds. A written offer can be made only by a Prospectus.
Each Fund’s financial
statements, notes thereto and the report of its independent registered public accounting firm are incorporated by reference from the Fund’s
annual report to shareholders into (and are therefore legally part of) this SAI.
No person has been authorized
to give any information or to make any representations not contained in the Prospectuses or in this SAI in connection with the offering
made by the Prospectuses, and, if given or made, such information or representations must not be relied upon as having been authorized
by a Fund or its distributor. The Prospectuses and this SAI do not constitute an offering by a Fund or its distributor in any jurisdiction
in which such offering may not lawfully be made.
The
“Neuberger Berman” and “Neuberger” name and logo and “Neuberger Berman Investment Advisers LLC”
are registered service marks of Neuberger Berman Group LLC. The individual Fund names in this SAI are either service marks or registered
service marks of Neuberger Berman Investment Advisers LLC. ©2026 Neuberger Berman BD LLC, distributor. All rights reserved.
TABLE OF CONTENTS
INVESTMENT INFORMATION
Each Fund is a separate operating
series of Neuberger Berman Advisers Management Trust (“Trust”), a Delaware statutory trust since May 23, 1994, that is registered
with the U.S. Securities and Exchange Commission (“SEC”) as an open-end management investment company. The Funds are managed
by NBIA.
Mid Cap Growth Portfolio
commenced operations as a separate series of the Trust on November 3, 1997.
Mid Cap Intrinsic Value
Portfolio commenced operations as a separate series of the Trust on August 22, 2001.
Quality
Equity Portfolio commenced operations as a separate series of the Trust on February 18, 1999. On July 28, 2025, Quality Equity
Portfolio changed its name from Sustainable Equity Portfolio. Prior to May 1, 2018, the Fund was named Socially Responsive Portfolio.
Short Duration Bond Portfolio
commenced operations as a separate series of the Trust on September 10, 1984.
The following information
supplements the discussion of the Funds’ investment objectives, policies, and limitations in the Prospectuses. The investment objective(s)
and, unless otherwise specified, the investment policies and limitations of each Fund are not fundamental. Any investment objective, policy,
or limitation that is not fundamental may be changed by the trustees of the Trust (“Fund Trustees”) without shareholder
approval. The fundamental investment policies and limitations of a Fund may not be changed without the approval of the lesser of:
|
(1) |
67% of the units of beneficial interest (“shares”) of the Fund present at a meeting at which more
than 50% of the outstanding shares of the Fund are present or represented, or |
|
(2) |
a majority of the outstanding shares of the Fund. |
These
percentages are required by the Investment Company Act of 1940, as amended (“1940 Act”), and are referred to in this SAI
as a “1940 Act majority vote.”
Each
Fund, except Quality Equity Portfolio, is currently classified and operates as a diversified investment company under the 1940
Act. Quality Equity Portfolio is currently classified and operates as a non-diversified investment company under the 1940 Act.
The
policy of a Fund to be classified and operate as a non-diversified investment company under the 1940 Act may change by operation of law.
Specifically, Rule 13a-1 under the 1940 Act provides in effect that, if a fund’s investment portfolio actually meets the standards
of a diversified fund for three consecutive years, the fund’s status will change to that of a diversified fund.
Investment Policies and Limitations
Each Fund has its own fundamental
and non-fundamental investment policies and limitations, as discussed below.
Except as set forth in the
investment limitation on borrowing and the investment limitation on illiquid securities, any investment policy or limitation that involves
a maximum percentage of securities or assets will not be considered exceeded unless the percentage limitation is exceeded immediately
after, and because of, a transaction by a Fund. If events subsequent to a transaction result in a Fund exceeding the percentage limitation
on illiquid securities, the Manager will take appropriate steps to reduce the percentage held in illiquid securities, as may be required
by law, within a reasonable amount of time.
The following investment policies
and limitations are fundamental and apply to all Funds unless otherwise indicated:
1. Borrowing.
A Fund may not borrow money except as permitted by (i) the 1940 Act or interpretations or modifications by the SEC, SEC staff or other
authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority.
2. Commodities.
A Fund may purchase or sell commodities or contracts related to commodities to the extent permitted by (i) the 1940 Act or interpretations
or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission
from the SEC, SEC staff or other authority.
3. Diversification
(Mid Cap Growth Portfolio, Mid Cap Intrinsic Value Portfolio, and Short Duration Bond Portfolio). Each Fund
may not, with respect to 75% of the value of its total assets, purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. Government, or any of its agencies or instrumentalities (“U.S. Government and Agency Securities”),
or securities issued by other investment companies) if, as a result, (i) more than 5% of the value of the Fund’s total assets would
be invested in the securities of that issuer or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer.
|
Diversification (Quality
Equity Portfolio). The Fund is non-diversified under the 1940 Act. |
4. Industry
Concentration. A Fund may not make any investment if, as a result, the Fund’s investments will be concentrated in any one
industry except as permitted by (i) the 1940 Act or interpretations or modifications by the SEC, SEC staff or other authority with appropriate
jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority. This limitation does not apply
to U.S. Government and Agency Securities, securities of other investment companies, and state, territorial or municipal securities or
such other securities as may be excluded for this purpose under the 1940 Act, the rules and regulations thereunder and any applicable
exemptive relief or SEC or SEC staff interpretations.
5. Lending.
A Fund may lend money or other assets to the extent permitted by (i) the 1940 Act or interpretations or modifications by the SEC, SEC
staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other
authority.
6. Real
Estate. A Fund may not purchase or sell real estate except as permitted by (i) the 1940 Act or interpretations or modifications
by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC,
SEC staff or other authority.
7. Senior
Securities. A Fund may not issue senior securities except as permitted by (i) the 1940 Act or interpretations or modifications
by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC,
SEC staff or other authority.
8. Underwriting.
A Fund may not engage in the business of underwriting the securities of other issuers except as permitted by (i) the 1940 Act or interpretations
or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission
from the SEC, SEC staff or other authority.
9. Investment
through a Master/Feeder Structure. Notwithstanding any other investment policy, each Fund may invest all of its net investable
assets (cash, securities and receivables relating to securities) in an open-end management investment company having substantially the
same investment objective, policies and limitations as the Fund.
Currently, the Funds do not
utilize this policy. Rather, each Fund invests directly in securities.
With respect to the fundamental
policy relating to borrowing set forth in (1) above, the 1940 Act permits a Fund to borrow money in amounts of up to one-third of the
Fund’s total assets from banks for any purpose, and to borrow up to 5% of the Fund’s total assets from banks or other lenders
for temporary purposes. (The Fund’s total assets include the amounts being borrowed.) To limit the risks attendant to borrowing,
the 1940 Act requires the Fund to maintain an “asset coverage” of at least 300% of the amount of its borrowings, provided
that in the event that the Fund’s asset coverage falls below 300%, the Fund is required to reduce the amount of its borrowings
so that it meets the 300% asset coverage threshold within three days (not including Sundays and holidays). Asset coverage means the ratio
that the value of the Fund’s total assets (including amounts borrowed), minus liabilities other than borrowings, bears to the aggregate
amount of all borrowings. Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be borrowings
and thus subject to the 1940 Act restrictions. Each Fund also has obtained exemptive relief from the SEC to permit it to borrow money
from other funds for temporary purposes.
For purposes of the fundamental
policy relating to commodities set forth in (2) above, a Fund does not consider foreign currencies or forward contracts to be physical
commodities. This limitation does not prohibit a Fund from purchasing securities backed by physical commodities, including interests in
exchange-traded investment trusts and other similar entities, or derivative instruments. In addition, this limitation does not prohibit
any Fund from purchasing physical commodities.
None of the foregoing fundamental
policies shall be construed to prevent a Fund from purchasing, holding or selling all or a portion of any issuance of sukuk or similarly
structured investments.
For
purposes of the fundamental policy relating to industry concentration set forth in (4) above, industry classifications are determined
for Mid Cap Growth Portfolio, Mid Cap
Intrinsic Value Portfolio, and Quality Equity Portfolio in accordance with the industry or sub-industry classifications
established by the Global Industry Classification Standard. The more narrowly industries are defined, the more likely it is that multiple
industries will be affected in a similar fashion by a single economic or regulatory development.
With respect to the fundamental
policy relating to industry concentration set forth in (4) above, the 1940 Act does not define what constitutes “concentration”
in an industry. The SEC staff has taken the position that investment of 25% or more of a fund’s total assets in one or more issuers
conducting their principal activities in the same industry or group of industries constitutes concentration. It is possible that interpretations
of concentration could change in the future. The policy in (4) above will be interpreted to refer to concentration as that term may be
interpreted from time to time by the SEC, SEC staff or other relevant authority. The policy also will be interpreted to permit investment
without limit in the following: securities of the U.S. government and its agencies or instrumentalities; securities of state, territory,
possession or municipal governments and their authorities, agencies, instrumentalities or political subdivisions; securities of foreign
governments; and repurchase agreements collateralized by any such obligations. Accordingly, issuers of the foregoing securities will not
be considered to be members of any industry and there will be no limit on investment in issuers domiciled in a single jurisdiction or
country. The policy also will be interpreted to give broad authority to a Fund as to how to classify issuers within or among industries.
Also for purposes of the fundamental policy relating to industry concentration, mortgage-backed and asset-backed securities are grouped
according to the nature of their collateral, and certificates of deposit (“CDs”) are interpreted to include similar types
of time deposits.
Also with respect to the
fundamental policy relating to industry concentration set forth in (4) above, a Fund determines the “issuer” of a municipal
obligation that is not a general obligation note or bond based on the obligation’s characteristics. The most significant of these
characteristics is the source of funds for the repayment of principal and payment of interest on the obligation. If an obligation is backed
by an irrevocable letter of credit or other guarantee, without which the obligation would not qualify for purchase under a Fund’s
quality restrictions, the issuer of the letter of credit or the guarantee is considered an issuer of the obligation. If an obligation
meets a Fund’s quality restrictions without credit support, the Fund treats the commercial developer or the industrial user, rather
than the governmental entity or the guarantor, as the only issuer of the obligation, even if the obligation is backed by a letter of credit
or other guarantee.
With respect to the fundamental
policy relating to industry concentration set forth in (4) above, if an investment company in which a Fund invests has an industry concentration
policy, the Fund will consider that investment company for purposes of the Fund’s industry concentration policy.
With respect to the fundamental
policy relating to lending set forth in (5) above, the 1940 Act does not prohibit a Fund from making loans; however, SEC staff interpretations
currently prohibit funds from lending more than one-third of their total assets, except through the purchase of debt obligations or the
use of repurchase agreements. (A repurchase agreement is an agreement to purchase a security, coupled with an agreement to sell that security
back to the original seller on an agreed-upon date at a price that reflects current interest rates. The SEC frequently treats repurchase
agreements as loans.) The Fund also will be permitted by this policy to make loans of money, including to other funds. The Fund has obtained
exemptive relief from the SEC to make loans to other funds for temporary purposes. The policy in (5) above will be interpreted not to
prevent the Fund from purchasing or investing in debt obligations and loans. In addition, collateral arrangements with respect to options,
forward currency and futures transactions and other derivative instruments, as well as delays in the settlement of securities transactions,
will not be considered loans.
With respect to the fundamental
policy relating to real estate set forth in (6) above, the 1940 Act does not prohibit a Fund from owning real estate; however, the Fund
could lose favorable tax treatment if too much of its income is from sources other than investments in securities. This does not prevent
the Fund from investing in securities of companies that invest in real estate or real estate-related activities.
With respect to the fundamental
policy relating to issuing senior securities set forth in (7) above, “senior securities” are defined as Fund obligations
that have a priority over the Fund’s shares with respect to the payment of dividends or the distribution of Fund assets. The 1940
Act prohibits a Fund from issuing senior securities except that the Fund may borrow money in amounts of up to one-third of the Fund’s
total assets from banks for any purpose. The Fund may also borrow up to 5% of the Fund’s total assets from banks or other lenders
for temporary purposes, and these borrowings are not considered senior securities. The policy in (7) above will be interpreted not to
prevent collateral arrangements with respect to swaps, options, forward or futures contracts or other derivatives, or the posting of initial
or variation margin.
With respect to the fundamental
policy relating to underwriting set forth in (8) above, the 1940 Act does not prohibit a Fund from engaging in the underwriting business
or from underwriting the securities of other issuers; in fact, the 1940 Act permits the Fund to have underwriting commitments of up to
25% of its assets under certain circumstances. Those circumstances currently are that the amount of the Fund’s underwriting commitments,
when added to the value of the Fund’s investments in issuers where the Fund owns more than 10% of the outstanding voting securities
of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the acquisition or disposition of portfolio securities
may be considered to be an underwriter under the 1933 Act. Although it is not believed that the application of the 1933 Act provisions
described above would cause the Fund to be engaged in the business of underwriting, the policy in (8) above will be interpreted not to
prevent the Fund from engaging in transactions involving the acquisition or disposition of portfolio securities, regardless of whether
the fund may be considered to be an underwriter under the 1933 Act.
A Fund’s fundamental
policies will be interpreted broadly. For example, the policies will be interpreted to refer to the 1940 Act and the related rules as
they are in effect from time to time, and to interpretations and modifications of or relating to the 1940 Act by the SEC and others as
they are given from time to time. When a policy provides that an investment practice may be conducted as permitted by the 1940 Act, the
policy will be interpreted to mean either that the 1940 Act expressly permits the practice or that the 1940 Act does not prohibit the
practice. The following investment policies and limitations are non-fundamental and apply to all Funds unless otherwise indicated:
1. Lending.
Except for the purchase of debt securities, and engaging in repurchase agreements, each Fund may not make any loans other than securities
loans.
2. Margin
Transactions. Each Fund may not purchase securities on margin from brokers or other lenders except that a Fund may obtain such
short-term credits as are necessary for the clearance of securities transactions. For all Funds, margin posted as collateral in connection
with derivatives transactions and short sales shall not constitute the purchase of securities on margin and shall not be deemed to violate
the foregoing limitation.
3. Illiquid
Securities. No Fund may purchase any security if, as a result, more than 15% of its net assets would be invested in illiquid securities.
An illiquid investment means any investment that a Fund reasonably expects cannot be sold or disposed of in current market conditions
in seven calendar days or less without the sale or disposition significantly changing the market value of the investment.
4. Investment
by a Fund of Funds. If shares of a Fund are purchased by another fund in reliance on Section 12(d)(1)(G) of the 1940 Act, for so
long as shares of the Fund are held by such fund, the Fund will not purchase securities of registered open-end investment companies or
registered unit investment trusts in reliance on Section 12(d)(1)(F) or Section 12(d)(1)(G) of the 1940 Act.
5. Investments
in Any One Issuer. At the close of each quarter of the Fund’s taxable year, (i) no more than 25% of the value of its total
assets will be invested in the securities of a single issuer, and (ii) with regard to 50% of its total assets, no more than 5% of the
value of its total assets will be invested in the securities of a single issuer. These limitations do not apply to U.S. government securities,
as defined for federal tax purposes, or securities of another “regulated investment company” (as defined in section 851(a)
of the Internal Revenue Code of 1986, as amended (“Code”)) (“RIC”).
6. Foreign
Securities. These Funds may not invest more than 20% of the value of their total assets in securities denominated in foreign currency.
These policies do not limit
investment in American Depository Receipts (“ADRs”) and similar instruments denominated in U.S. dollars, where the underlying
security may be denominated in a foreign currency.
7. Pledging.
The Funds are not subject to any restrictions on their ability to pledge or hypothecate assets and may do so in connection with permitted
borrowings.
8. Debt
Securities (Short Duration Bond Portfolio). The Fund normally invests at least 80% of its net assets, plus the amount of
any borrowings for investment purposes, in bonds and other debt securities and other investment companies that provide investment exposure
to such debt securities. Although this is a non-fundamental policy, the Fund Trustees will not change this policy without at least 60
days’ notice to shareholders.
9. Equity
Securities (Quality Equity Portfolio). The Fund normally invests at least 80% of its net assets, plus the amount of any
borrowings for investment purposes, in equity securities. Although this is a non-fundamental policy, the Fund Trustees will not change
this policy without at least 60 days’ notice to shareholders.
10. Mid-Cap
Companies (Mid Cap Growth Portfolio and Mid Cap Intrinsic Value Portfolio). The Fund normally invests at least 80%
of its net assets, plus the amount of any borrowings for investment purposes, in mid-capitalization companies. Although this is a non-fundamental
policy, the Fund Trustees will not change this policy without at least 60 days’ notice to shareholders.
Senior
Securities
Section 18(f)(1) of the 1940
Act prohibits an open-end investment company from issuing any class of senior security, or selling any class of senior security of which
it is the issuer, except that the investment company may borrow from a bank provided that immediately after any such borrowing there is
asset coverage of at least 300% for all of its borrowings. Rule 18f-4 permits funds to engage in “derivatives transactions”
as defined by that rule that would otherwise be subject to the restrictions of Section 18 of the 1940 Act on their issuance of “senior
securities.” For information on Rule 18f-4, see “Additional Investment Information -- Futures Contracts, Options on Futures
Contracts, Options on Securities and Indices, Forward Currency Contracts, Options on Foreign Currencies, and Swap Agreements” below.
Cash Management and Temporary
Defensive Positions
For
temporary defensive purposes, or to manage cash pending investment or payout, each Fund (except Quality Equity Portfolio) may invest
up to 100% of its total assets in cash or cash equivalents, U.S. Government and Agency Securities, commercial paper, money market funds
and certain other money market instruments, as well as repurchase agreements collateralized by the foregoing. Short Duration Bond Portfolio
may adopt shorter than normal weighted average maturities or durations. Yields on these securities are generally lower than yields available
on the lower-rated debt securities in which Short Duration Bond Portfolio normally invests.
Any
part of Quality Equity Portfolio’s assets may be retained temporarily in investment grade fixed income securities of non-governmental
issuers, U.S. Government and Agency Securities, repurchase agreements, money market instruments, commercial paper, and cash and cash equivalents.
In addition to financially material considerations, the foregoing temporary investments for Quality Equity Portfolio are generally
selected with a concern for the social impact of each investment. For instance, Quality Equity Portfolio may invest in CDs issued
by community banks and credit unions.
These investments may prevent
a Fund from achieving its investment objective.
In
reliance on an SEC exemptive rule, a Fund may invest an unlimited amount of its uninvested cash and cash collateral received in connection
with securities lending in shares of money market funds and unregistered funds that operate in compliance with Rule 2a-7 under the 1940
Act, whether or not advised by NBIA or an affiliate, under specified conditions. Among other things, the conditions preclude an investing
Fund from paying a sales charge, as defined in rule 2830(b) of the NASD Conduct Rules of the Financial Industry Regulatory Authority,
Inc. (“FINRA”) (“sales charge”), or a service fee, as defined in that rule, in connection with its purchase
or redemption of a money market fund’s or an unregistered fund’s shares, or the Fund’s investment adviser must waive
a sufficient amount of its advisory fee to offset any such sales charge or service fee. Money market funds and unregistered funds do not
necessarily invest in accordance with the Quality Equity Portfolio’s Sustainable Investing Criteria.
A Fund may also invest in
such instruments to increase liquidity or to provide collateral to be segregated.
Additional Investment Information
Unless otherwise indicated,
the Funds may buy the types of securities and use the investment techniques described below, subject to any applicable investment policies
and limitations. However, the Funds may not buy all of the types of securities or use all of the investment techniques described below.
Each Fund’s principal investment strategies and the principal risks of each Fund’s principal investment strategies are discussed
in the Prospectuses.
Pursuant
to Rule 12d1-4 under the 1940 Act, each Fund may invest in both affiliated and unaffiliated investment companies, including exchange-traded
funds (“ETFs”), (“underlying funds”) in excess of the limits in Section 12 of the 1940 Act and the rules and
regulations thereunder subject to certain conditions. When a Fund invests in underlying funds, it is indirectly exposed to the investment
practices of the underlying funds and, therefore, is subject to all the risks associated with the practices of the underlying funds. This
SAI is not an offer to sell shares of any underlying fund. Shares of an underlying fund are sold only through the currently effective
prospectus for that underlying fund. Unless otherwise noted herein, the investment practices and associated risks detailed below also
include those to which a Fund indirectly may be exposed through its investment in an underlying fund. Unless otherwise noted herein, any
references to investments made by a Fund include those that may be made both directly by the Fund and indirectly by the Fund through its
investments in underlying funds.
Asset-Backed
Securities. Asset-backed securities represent direct or indirect participations in, or are secured by and payable from, pools
of assets such as, among other things, motor vehicle installment sales contracts, installment loan contracts, leases of various types
of real and personal property, and receivables from revolving credit (credit card) agreements, or a combination of the foregoing. These
assets are securitized through the use of trusts and special purpose corporations. Credit enhancements, such as various forms of cash
collateral accounts or letters of credit, may support payments of principal and interest on asset-backed securities. Although these securities
may be supported by letters of credit or other credit enhancements, payment of interest and principal ultimately depends upon individuals
paying the underlying loans, which may be affected adversely by general downturns in the economy. Asset-backed securities are subject
to the same risk of prepayment described with respect to mortgage-backed securities and to extension risk (the risk that an issuer of
a security will make principal payments slower than anticipated by the investor, thus extending the securities’ duration). The
risk that recovery on repossessed collateral might be unavailable or inadequate to support payments, however, is greater for asset-backed
securities than for mortgage-backed securities.
Certificates for Automobile
ReceivablesSM (“CARSSM”) represent undivided fractional interests in a trust whose assets consist
of a pool of motor vehicle retail installment sales contracts and security interests in the vehicles securing those contracts. Payments
of principal and interest on the underlying contracts are passed through monthly to certificate holders and are guaranteed up to specified
amounts by a letter of credit issued by a financial institution unaffiliated with the trustee or originator of the trust. Underlying installment
sales contracts are subject to prepayment, which may reduce the overall return to certificate holders. Certificate holders also may experience
delays in payment or losses on CARSSM if the trust does not realize the full amounts due on underlying installment sales contracts
because of unanticipated legal or administrative costs of enforcing the contracts; depreciation, damage, or loss of the vehicles securing
the contracts; or other factors.
Credit card receivable securities
are backed by receivables from revolving credit card agreements (“Accounts”). Credit balances on Accounts are generally
paid down more rapidly than are automobile contracts. Most of the credit card receivable securities issued publicly to date have been
pass-through certificates. In order to lengthen their maturity or duration, most such securities provide for a fixed period during which
only interest payments on the underlying Accounts are passed through to the security holder; principal payments received on the Accounts
are used to fund the transfer of additional credit card charges made on the Accounts to the pool of assets supporting the securities.
Usually, the initial fixed period may be shortened if specified events occur which signal a potential deterioration in the quality of
the assets backing the security, such as the imposition of a cap on interest rates. An issuer’s ability to extend the life of an
issue of credit card receivable securities thus depends on the continued generation of principal amounts in the underlying Accounts and
the non-occurrence of the specified events. The non-deductibility of consumer interest, as well as competitive and general economic factors,
could adversely affect the rate at which new receivables are created in an Account and conveyed to an issuer, thereby shortening the expected
weighted average life of the related security and reducing its yield. An acceleration in cardholders’ payment rates or any other
event that shortens the period during which additional credit card charges on an Account may be transferred to the pool of assets supporting
the related security could have a similar effect on its weighted average life and yield.
Credit cardholders are entitled
to the protection of state and federal consumer credit laws. Many of those laws give a holder the right to set off certain amounts against
balances owed on the credit card, thereby reducing amounts paid on Accounts. In addition, unlike the collateral for most other asset-backed
securities, Accounts are unsecured obligations of the cardholder.
A Fund may invest in trust
preferred securities, which are a type of asset-backed security. Trust preferred securities represent interests in a trust formed by a
parent company to finance its operations. The trust sells preferred shares and invests the proceeds in debt securities of the parent.
This debt may be subordinated and unsecured. Dividend payments on the trust preferred securities match the interest payments on the debt
securities; if no interest is paid on the debt securities, the trust will not make current payments on its preferred securities. Unlike
typical asset-backed securities, which have many underlying payors and are usually overcollateralized, trust preferred securities have
only one underlying payor and are not overcollateralized. Issuers of trust preferred securities and their parents currently enjoy favorable
tax treatment. If the tax characterization of trust preferred securities were to change, they could be redeemed by the issuers, which
could result in a loss to a Fund.
Banking
and Savings Institution Securities. These include CDs, time deposits, bankers’ acceptances, and other short-term and
long-term debt obligations issued by commercial banks and savings institutions. The CDs, time deposits, and bankers’ acceptances
in which the Funds invest typically are not covered by deposit insurance.
A certificate of deposit is
a short-term negotiable certificate issued by a commercial bank against funds deposited in the bank and is either interest-bearing or
purchased on a discount basis. A bankers’ acceptance is a short-term draft drawn on a commercial bank by a borrower, usually in
connection with an international commercial transaction. The borrower is liable for payment as is the bank, which unconditionally guarantees
to pay the draft at its face amount on the maturity date. Fixed time deposits are obligations of branches of U.S. banks or foreign banks
that are payable at a stated maturity date and bear a fixed rate of interest. Although fixed time deposits do not have a market, there
are no contractual restrictions on the right to transfer a beneficial interest in the deposit to a third party. Deposit notes are notes
issued by commercial banks that generally bear fixed rates of interest and typically have original maturities ranging from eighteen months
to five years.
Banks are subject to extensive
governmental regulations that may limit both the amounts and types of loans and other financial commitments that may be made and the interest
rates and fees that may be charged. The profitability of this industry is largely dependent upon the availability and cost of capital,
which can fluctuate significantly when interest rates change. Also, general economic conditions, consolidation and competition among banking
and savings institutions play an important part in the operations of this industry and exposure to credit losses arising from possible
financial difficulties of borrowers might affect a bank’s ability to meet its obligations. Bank obligations may be general obligations
of the parent bank or may be limited to the issuing branch by the terms of the specific obligations or by government regulation.
In 2010, the Dodd-Frank Wall
Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) was passed, which significantly impacted the financial
services industry, including more stringent regulation of depository institutions and their holding companies.
In addition, securities of
foreign banks and foreign branches of U.S. banks may involve investment risks in addition to those relating to domestic bank obligations.
Such risks include future political and economic developments, the possible seizure or nationalization of foreign deposits, and the possible
adoption of foreign governmental restrictions that might adversely affect the payment of principal and interest on such obligations. In
addition, foreign banks and foreign branches of U.S. banks may be subject to less stringent reserve requirements and non-U.S. issuers
generally are subject to different accounting, auditing, reporting and recordkeeping standards than those applicable to U.S. issuers.
Volatility in the banking
system may impact the viability of banking and financial services institutions. There can be no certainty that the actions taken
by the U.S. government to strengthen public confidence in the U.S. banking system will be effective in mitigating the effects of financial
institution failures on the economy and restoring public confidence in the U.S. banking system.
Collateralized
Loan Obligations. A Fund also may invest in collateralized loan obligations
(“CLOs”), which are another type of asset-backed security. A CLO is a trust or other special purpose entity that is comprised
of or collateralized by a pool of loans, including domestic and non-U.S. senior secured loans, senior unsecured loans and subordinate
corporate loans, including loans that may be rated below investment grade or equivalent unrated loans. The loans generate cash flow that
is allocated among one or more classes of securities (“tranches”) that vary in risk and yield. The most senior tranche has
the best credit quality and the lowest yield compared to the other tranches. The equity tranche has the highest potential yield but also
has the greatest risk, as it bears the bulk of defaults from the underlying loans and helps to protect the more senior tranches from risk
of these defaults. However, despite the protection from the equity and other more junior tranches, more senior tranches can experience
substantial losses due to actual defaults and decreased market value due to collateral default and disappearance of protecting tranches,
market anticipation of defaults, as well as aversion to CLO securities as a class.
Normally, CLOs are privately
offered and sold and are not registered under state or federal securities laws. Therefore, investments in CLOs may be characterized by
a Fund as illiquid securities; however, an active dealer market may exist for CLOs allowing a CLO to qualify for transactions pursuant
to Rule 144A under the 1933 Act. CLOs normally charge management fees and administrative expenses, which are in addition to those of a
Fund.
The riskiness of investing
in CLOs depends largely on the quality and type of the collateral loans and the tranche of the CLO in which a Fund invests. In addition
to the normal risks associated with fixed-income securities discussed elsewhere in this SAI and a Fund’s Prospectus (such as interest
rate risk and credit risk), CLOs carry risks including, but not limited to: (i) the possibility that distributions from the collateral
will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the
Fund may invest in CLO tranches that are subordinate to other tranches; and (iv) the complex structure of the CLO may not be fully understood
at the time of investment or may result in the quality of the underlying collateral not being fully understood and may produce disputes
with the issuer or unexpected investment results. In addition, interest on certain tranches of a CLO may be paid in-kind (meaning that
unpaid interest is effectively added to principal), which involves continued exposure to default risk with respect to such payments. Certain
CLOs may receive credit enhancement in the form of a senior-subordinate structure, over-collateralization or bond insurance, but such
enhancement may not always be present and may fail to protect a Fund against the risk of loss due to defaults on the collateral. Certain
CLOs may not hold loans directly, but rather, use derivatives such as swaps to create “synthetic” exposure to the collateral
pool of loans. Such CLOs entail the risks of derivative instruments described elsewhere in this SAI.
Commercial
Paper. Commercial paper is a short-term debt security issued by a corporation, bank, municipality, or other issuer, usually
for purposes such as financing current operations. A Fund may invest in commercial paper that cannot be resold to the public without an
effective registration statement under the 1933 Act. While some restricted commercial paper normally is deemed illiquid, the Manager may
in certain cases determine that such paper is liquid.
Commodities
Related Investments. A Fund may purchase securities backed by physical commodities, including interests in exchange-traded
investment trusts and other similar entities, the value of the shares of which relates directly to the value of physical commodities held
by such an entity. As an investor in such an entity, a Fund would indirectly bear its pro rata share of the entity’s expenses,
which may include storage and other costs relating to the entity’s investments in physical commodities. In addition, a Fund will
not qualify as a RIC for any taxable year in which more than 10% of its gross income consists of “non-qualifying” income,
which includes gains from selling physical commodities (or options or futures contracts thereon unless the gain is realized from certain
hedging transactions) and certain other non-passive income. A Fund’s investment in securities backed by, or in such entities that
invest in, physical commodities would produce non-qualifying income, although investments in stock of a “controlled foreign corporation”
that invests in physical commodities and annually distributes its net income and gains generally should not produce such income. To remain
within the 10% limitation, a Fund may need to hold such an investment or sell it at a loss, or sell other investments, when for investment
reasons it would not otherwise do so. The availability of such measures does not guarantee that a Fund would be able to satisfy that limitation.
Exposure to physical commodities
may subject a Fund to greater volatility than investments in traditional securities. The value of such investments may be affected by
overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity,
such as supply and demand, drought, floods, weather, embargoes, tariffs and international economic, political and regulatory developments.
Their value may also respond to investor perception of instability in the national or international economy, whether or not justified
by the facts. However, these investments may help to moderate fluctuations in the value of a Fund’s other holdings, because these
investments may not correlate with investments in traditional securities. Economic and other events (whether real or perceived) can reduce
the demand for commodities, which may reduce market prices and cause the value of a Fund’s shares to fall. No active trading market
may exist for certain commodities investments, which may impair the ability of a Fund to sell or realize the full value of such investments
in the event of the need to liquidate such investments. Certain commodities are subject to limited pricing flexibility because of supply
and demand factors. Others are subject to broad price fluctuations as a result of the volatility of the prices for certain raw materials
and the instability of the supplies of other materials. These additional variables may create additional investment risks and result in
greater volatility than investments in traditional securities. Because physical commodities do not generate investment income, the return
on such investments will be derived solely from the appreciation or depreciation on such investments. Certain types of commodities instruments
(such as commodity-linked swaps and commodity-linked structured notes) are subject to the risk that the counterparty to the instrument
will not perform or will be unable to perform in accordance with the terms of the instrument.
Policies
and Limitations. For the Funds’ policies and limitations on commodities, see “Investment Policies and Limitations--Commodities”
above. In addition, a Fund does not intend to sell commodities related investments when doing so would cause it to fail to qualify as
a RIC.
Contingent
Convertible Securities. Contingent convertible securities (“CoCos”)
are a form of hybrid security that are intended to either convert into equity or have their principal written down upon the occurrence
of certain triggers. The triggers are generally linked to regulatory capital thresholds or regulatory actions calling into question the
issuer’s continued viability as a going concern. The unique equity conversion or principal write-down features of CoCos are tailored
to the issuer and its regulatory requirements. CoCos typically will be issued in the form of subordinated debt instruments in order to
provide the appropriate regulatory capital treatment prior to a conversion. One type of CoCo provides for mandatory conversion of the
security into common stock of the issuer under certain circumstances. The mandatory conversion might relate, for example, to the issuer’s
failure to maintain a capital minimum required by regulations. Because the common stock of the issuer may not pay a dividend, investors
in such securities could experience reduced yields (or no yields at all) and conversion would worsen the investor’s standing in
the case of an issuer’s insolvency. Another type of CoCo has characteristics designed to absorb losses, where the liquidation value
of the security may be adjusted downward to below the original par value or written off entirely under certain circumstances. For instance,
in the event that losses have eroded the issuer’s capital levels to below a specified threshold, the liquidation value of the security
may be reduced in whole or in part. The write-down of the security’s par value may occur automatically and would not entitle holders
to institute bankruptcy proceedings against the issuer. In addition, an automatic write-down could result in a reduced income rate if
the dividend or interest payment associated with the security is based on the security’s par value. Such securities may, but are
not required to, provide for circumstances under which the liquidation value of the security may be adjusted back up to par, such as an
improvement in capitalization or earnings. In addition, CoCos may have no stated maturity and may have fully discretionary coupons that
can potentially be cancelled at the issuer’s discretion or may be prohibited by the relevant regulatory authority from being paid
in order to help the issuer absorb losses.
Convertible
Securities. A convertible security is a bond, debenture, note, preferred stock, or other security or debt obligation that may
be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of
time at a specified price or formula. Convertible securities generally have features of, and risks associated with, both equity and fixed
income instruments. As such, the value of most convertible securities will vary with changes in the price of, and will be subject to the
risks associated with, the underlying common stock. Additionally, convertible securities are also subject to the risk that the issuer
may not be able to pay principal or interest when due and the value of the convertible security may change based on the issuer’s
credit rating.
A convertible security entitles
the holder to receive the interest paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures
or is redeemed, converted or exchanged. Before conversion, such securities ordinarily provide a stream of income with generally higher
yields than common stocks of the same or similar issuers, but lower than the yield on non-convertible debt. Convertible securities are
usually subordinated to comparable-tier non-convertible securities and other senior debt obligations of the issuer, but rank senior to
common stock in a company’s capital structure. The value of a convertible security is a function of (1) its yield in comparison
to the yields of other securities of comparable maturity and quality that do not have a conversion privilege and (2) its worth if converted
into the underlying common stock.
The price of a convertible
security often reflects variations in the price of the underlying common stock in a way that non-convertible debt may not. Convertible
securities may be issued by smaller capitalization companies whose stock prices may be more volatile than larger capitalization companies.
A convertible security may have a mandatory conversion feature or a call feature that subjects it to redemption at the option of the issuer
at a price established in the security’s governing instrument. If a convertible security held by a Fund is called for redemption,
the Fund will be required to convert it into the underlying common stock, sell it to a third party or permit the issuer to redeem the
security. Any of these actions could have an adverse effect on a Fund’s ability to achieve its investment objectives.
Policies
and Limitations. Quality Equity Portfolio may invest up to 20% of its net assets in convertible securities.
Direct
Debt Instruments including Loans, Loan Assignments, and Loan Participations.
Direct debt includes interests in loans, notes and other interests in amounts owed to financial institutions by borrowers, such as companies
and governments, including emerging market countries. Direct debt instruments are interests in amounts owed by corporate, governmental,
or other borrowers (including emerging market countries) to lenders or lending syndicates. Purchasers of loans and other forms of direct
indebtedness depend primarily upon the creditworthiness of the borrower for payment of principal and interest. The borrower may be in
financial distress or may default. If a Fund does not receive scheduled interest or principal payments on such indebtedness, the Fund’s
share price and yield could be adversely affected. Participations in debt instruments may involve a risk of insolvency of the selling
bank. In addition, there may be fewer legal protections for owners of participation interests than for direct lenders. Direct indebtedness
of developing countries involves a risk that the governmental entities responsible for the repayment of the debt may be unable or unwilling
to pay interest and repay principal when due. See the additional risks described under “Foreign Securities” in this SAI.
Direct debt instruments may
have floating interest rates. These interest rates will vary depending on the terms of the underlying loan and market conditions.
Loans,
Loan Assignments, and Loan Participations. Floating rate securities, including loans, provide for automatic adjustment of the interest
rate at fixed intervals (e.g., daily, weekly, monthly, or semi-annually) or automatic adjustment of the interest rate whenever a specified
interest rate or index changes. The interest rate on floating rate securities ordinarily is determined by reference to SOFR (Secured Overnight
Financing Rate), a particular bank’s prime rate, the 90-day U.S. Treasury Department Bill rate, the rate of return on commercial
paper or bank CDs, an index of short-term tax-exempt rates or some other objective measure. A Fund may invest in secured and unsecured
loans.
A Fund may invest in direct
debt instruments by direct investment as a lender, by taking an assignment of all or a portion of an interest in a loan previously held
by another institution or by acquiring a participation interest in a loan that continues to be held by another institution. It also may
be difficult for a Fund to obtain an accurate picture of a selling bank’s financial condition. Loans are subject to the same risks
as other direct debt instruments discussed above and carry additional risks described in this section.
Direct
Investments. When a Fund invests as an initial investor in a new loan, the investment is typically made at par value. Secondary
purchases of loans may be made at a premium to par, at par, or at a discount to par. Therefore, a Fund’s return on a secondary
investment may be lower, equal, or higher than if the Fund had made a direct investment. As an initial investor in a new loan, the Fund
may be paid a commitment fee.
Assignments.
When a Fund purchases a loan by assignment, the Fund typically succeeds to the rights of the assigning lender under the loan agreement
and becomes a lender under the loan agreement. Subject to the terms of the loan agreement, a Fund typically succeeds to all the rights
and obligations under the loan agreement of the assigning lender. However, assignments may be arranged through private negotiations between
potential assignees and potential assignors, and the rights and obligations acquired by the purchaser of an assignment may differ from,
and be more limited than, those held by the assigning lender.
Participation
Interests. A Fund’s rights under a participation interest with respect to a particular loan may be more limited than the
rights of original lenders or of investors who acquire an assignment of that loan. In purchasing participation interests, a Fund will
have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation
interest (the “participating lender”) and only when the participating lender receives the payments from the borrower.
In a participation interest,
a Fund will usually have a contractual relationship only with the selling institution and not the underlying borrower. A Fund normally
will have to rely on the participating lender to demand and receive payments in respect of the loans, and to pay those amounts on to the
Fund; thus, a Fund will be subject to the risk that the lender may be unwilling or unable to do so. In such a case, a Fund would not likely
have any rights against the borrower directly. In addition, a Fund generally will have no right to object to certain changes to the loan
agreement agreed to by the participating lender.
In buying a participation
interest, a Fund might not directly benefit from the collateral supporting the related loan and may be subject to any rights of set off
the borrower has against the selling institution. In the event of bankruptcy or insolvency of the borrower, the obligation of the borrower
to repay the loan may be subject to certain defenses that can be asserted by the borrower as a result of any improper conduct of the participating
lender. As a result, a Fund may be subject to delays, expenses and risks that are greater than those that exist when the Fund is an original
lender or assignee.
Creditworthiness.
A Fund’s ability to receive payments in connection with loans depends on the financial condition of the borrower. The Manager will
not rely solely on another lending institution’s credit analysis of the borrower, but will perform its own investment analysis
of the borrower. The Manager’s analysis may include consideration of the borrower’s financial strength, managerial experience,
debt coverage, additional borrowing requirements or debt maturity schedules, changing financial conditions, and responsiveness to changes
in business conditions and interest rates. Indebtedness of borrowers whose creditworthiness is poor involves substantially greater risks
and may be highly speculative. Borrowers that are in bankruptcy or restructuring may never pay off their indebtedness, or may pay only
a small fraction of the amount owed. In connection with the restructuring of a loan or other direct debt instrument outside of bankruptcy
court in a negotiated work-out or in the context of bankruptcy proceedings, equity securities or junior debt securities may be received
in exchange for all or a portion of an interest in the security.
In buying a participation
interest, a Fund assumes the credit risk of both the borrower and the participating lender. If the participating lender fails to perform
its obligations under the participation agreement, a Fund might incur costs and delays in realizing payment and suffer a loss of principal
and/or interest. If a participating lender becomes insolvent, a Fund may be treated as a general creditor of that lender. As a general
creditor, a Fund may not benefit from a right of set off that the lender has against the borrower. A Fund will acquire a participation
interest only if the Manager determines that the participating lender or other intermediary participant selling the participation interest
is creditworthy.
Ratings.
Loan interests may not be rated by independent rating agencies and therefore, investments in a particular loan participation may depend
almost exclusively on the credit analysis of the borrower performed by the Manager.
Agents.
Loans are typically administered by a bank, insurance company, finance company or other financial institution (the “agent”)
for a lending syndicate of financial institutions. In a typical loan, the agent administers the terms of the loan agreement and is responsible
for the collection of principal and interest and fee payments from the borrower and the apportionment of these payments to all lenders
that are parties to the loan agreement. In addition, an institution (which may be the agent) may hold collateral on behalf of the lenders.
Typically, under loan agreements, the agent is given broad authority in monitoring the borrower’s performance and is obligated
to use the same care it would use in the management of its own property. In asserting rights against a borrower, a Fund normally will
be dependent on the willingness of the lead bank to assert these rights, or upon a vote of all the lenders to authorize the action.
If an agent becomes insolvent,
or has a receiver, conservator, or similar official appointed for it by the appropriate regulatory authority, or becomes a debtor in a
bankruptcy proceeding, the agent’s appointment may be terminated and a successor agent would be appointed. If an appropriate regulator
or court determines that assets held by the agent for the benefit of the purchasers of loans are subject to the claims of the agent’s
general or secured creditors, a Fund might incur certain costs and delays in realizing payment on a loan or suffer a loss of principal
and/or interest. A Fund may be subject to similar risks when it buys a participation interest or an assignment from an intermediary.
Collateral.
Although most of the loans in which a Fund invests are secured, there is no assurance that the collateral can be promptly liquidated,
or that its liquidation value will be equal to the value of the debt. In most loan agreements there is no formal requirement to pledge
additional collateral if the value of the initial collateral declines. As a result, a loan may not always be fully collateralized and
can decline significantly in value.
If a borrower becomes insolvent,
access to collateral may be limited by bankruptcy and other laws. Borrowers that are in bankruptcy may pay only a small portion of the
amount owed, if they are able to pay at all. In addition, if a secured loan is foreclosed, a Fund may bear the costs and liabilities associated
with owning and disposing of the collateral. The collateral may be difficult to sell and a Fund would bear the risk that the collateral
may decline in value while the Fund is holding it. There is also a possibility that a Fund will become the owner of its pro rata share
of the collateral which may carry additional risks and liabilities. In addition, under legal theories of lender liability, a Fund potentially
might be held liable as a co-lender. In the event of a borrower’s bankruptcy or insolvency, the borrower’s obligation to
repay the loan may be subject to certain defenses that the borrower can assert as a result of improper conduct by the Agent.
Some loans are unsecured.
If the borrower defaults on an unsecured loan, a Fund will be a general creditor and will not have rights to any specific assets of the
borrower.
Liquidity.
Loans are generally subject to legal or contractual restrictions on resale. Loans are not currently listed on any securities exchange
or automatic quotation system. As a result, there may not be a recognized, liquid public market for loan interests.
Prepayment
Risk and Maturity. Because many loans are repaid early, the actual maturity of loans is typically shorter than their stated final
maturity calculated solely on the basis of the stated life and payment schedule. The degree to which borrowers prepay loans, whether as
a contractual requirement or at their election, may be affected by general business conditions, market interest rates, the borrower’s
financial condition and competitive conditions among lenders. Such prepayments may require a Fund to replace an investment with a lower
yielding security which may have an adverse effect on a Fund’s share price. Prepayments cannot be predicted with accuracy. Floating
rate loans can be less sensitive to prepayment risk, but a Fund’s net asset value (“NAV”) may still fluctuate in
response to interest rate changes because variable interest rates may reset only periodically and may not rise or decline as much as interest
rates in general.
Restrictive
Covenants. A borrower must comply with various restrictive covenants in a loan agreement such as restrictions on dividend payments
and limits on total debt. The loan agreement may also contain a covenant requiring the borrower to prepay the loan with any free cash
flow. A breach of a covenant is normally an event of default, which provides the agent or the lenders the right to call the outstanding
loan.
Fees
and Expenses. A Fund may be required to pay and receive various fees and commissions in the process of purchasing, selling, and
holding loans. The fee component may include any, or a combination of, the following elements: assignment fees, arrangement fees, non-use
fees, facility fees, letter of credit fees, and ticking fees. Arrangement fees are paid at the commencement of a loan as compensation
for the initiation of the transaction. A non-use fee is paid based upon the amount committed but not used under the loan. Facility fees
are on-going annual fees paid in connection with a loan. Letter of credit fees are paid if a loan involves a letter of credit. Ticking
fees are paid from the initial commitment indication until loan closing if for an extended period. The amount of fees is negotiated at
the time of closing. In addition, a Fund incurs expenses associated with researching and analyzing potential loan investments, including
legal fees.
Available
Information. Loans normally are not registered with the SEC or any state securities commission or listed on any securities exchange.
As a result, the amount of public information available about a specific loan historically has been less extensive than if the loan were
registered or exchange traded. They may also not be considered “securities,” and purchasers, such as a Fund, therefore may
not be entitled to rely on the strong anti-fraud protections of the federal securities laws.
Leveraged
Buy-Out Transactions. Loans purchased by a Fund may represent interests in loans made to finance highly leveraged corporate acquisitions,
known as “leveraged buy-out” transactions, leveraged recapitalization loans and other types of acquisition financing. The
highly leveraged capital structure of the borrowers in such transactions may make such loans especially vulnerable to adverse changes
in economic or market conditions.
Junior
Loans. A Fund may invest in second lien secured loans and secured and unsecured subordinated loans, including bridge loans (“Junior
Loans”). In the event of a bankruptcy or liquidation, second lien secured loans are generally paid only if the value of the borrower’s
collateral is sufficient to satisfy the borrower’s obligations to the first lien secured lenders and even then, the remaining collateral
may not be sufficient to cover the amount owed to a Fund. Second lien secured loans give investors priority over general unsecured creditors
in the event of an asset sale.
Junior Loans are subject to
the same general risks inherent to any loan investment, including credit risk, market and liquidity risk, and interest rate risk. Due
to their lower place in the borrower’s capital structure, Junior Loans involve a higher degree of overall risk than senior loans
of the same borrower.
Bridge
Loans. Bridge loans or bridge facilities are short-term loan arrangements (e.g., 12 to 18 months) typically made by a borrower
in anticipation of intermediate-term or long-term permanent financing. Most bridge loans are structured as floating-rate debt with step-up
provisions under which the interest rate on the bridge loan rises over time. Thus, the longer the loan remains outstanding, the more the
interest rate increases. In addition, bridge loans commonly contain a conversion feature that allows the bridge loan investor to convert
its loan interest into senior exchange notes if the loan has not been prepaid in full on or prior to its maturity date. Bridge loans may
be subordinate to other debt and may be secured or unsecured. Like any loan, bridge loans involve credit risk. Bridge loans are generally
made with the expectation that the borrower will be able to obtain permanent financing in the near future. Any delay in obtaining permanent
financing subjects the bridge loan investor to increased risk. A borrower’s use of bridge loans also involves the risk that the
borrower may be unable to locate permanent financing to replace the bridge loan, which may impair the borrower’s perceived creditworthiness.
Delayed draw term loans. A
Fund may be obligated under the terms of the relevant loan documents to advance additional funds after the initial disbursement that it
makes at the time of its investment. For example, the loan may not have been fully funded at that time or the lenders may have ongoing
commitments to make further advances up to a stated maximum. When a loan has been fully funded, however, repaid principal amounts normally
may not be reborrowed. Interest accrues on the outstanding principal amount of the loan. The borrower normally may pay a fee during any
commitment period.
Policies
and Limitations. The Funds do not intend to invest in loan instruments that could require additional investments upon the borrower’s
demand, but may invest in loans that require funding at a later date following the initial investment in the loan.
Each Fund’s policies
limit the percentage of its assets that can be invested in the securities of one issuer or in issuers primarily involved in one industry.
Legal interpretations by the SEC staff may require a Fund to treat both the lending bank and the borrower as “issuers” of
a loan participation by the Fund. In combination, a Fund’s policies and the SEC staff’s interpretations may limit the amount
the Fund can invest in loan participations.
For purposes of determining
its dollar-weighted average maturity or duration, each Fund calculates the remaining maturity or duration of loans on the basis of the
stated life and payment schedule.
Dollar
Rolls. In a “dollar roll,” a Fund sells securities for delivery in the current month and simultaneously agrees
to repurchase substantially similar (i.e., same type and coupon) securities on a specified future date from the same party. During the
period before the repurchase, a Fund forgoes principal and interest payments on the securities. A Fund is compensated by the difference
between the current sales price and the forward price for the future purchase (often referred to as the “drop”), as well
as by the interest earned on the cash proceeds of the initial sale. Dollar rolls may increase fluctuations in a Fund’s NAV and
may be viewed as a form of leverage. A “covered roll” is a specific type of dollar roll in which a Fund holds an offsetting
cash position or a cash-equivalent securities position that matures on or before the forward settlement date of the dollar roll transaction.
There is a risk that the counterparty will be unable or unwilling to complete the transaction as scheduled, which may result in losses
to a Fund. The Manager monitors the creditworthiness of counterparties to dollar rolls.
Policies
and Limitations. Dollar rolls are considered borrowings for purposes of each Fund’s investment policies and limitations
concerning borrowings.
Energy-Related
Investments. The securities of companies in energy-related activities include, among others, integrated oil and gas companies,
refining companies, independent oil and gas companies, oil service companies, coal companies, energy infrastructure companies, energy
transportation companies, energy master limited partnerships (see “Master Limited Partnerships” above), natural gas and
electric utilities, and alternative energy providers. Companies in the energy sector are especially affected by variations in the commodities
markets (that may be due to market events, regulatory developments or other factors that a Fund cannot control) and may lack the resources
and the broad business lines to weather hard times. These companies face the risk that their earnings, dividends and stock prices will
be affected by changes in the prices and supplies of energy fuels. Prices and supplies of energy can fluctuate significantly over short
and long periods because of a variety of factors, including the supply and demand for energy fuels, international political events, energy
conservation, the success of exploration projects, tax and other governmental regulations, policies of the Organization of Petroleum Exporting
Countries (“OPEC”), and relationships among OPEC members and between OPEC and oil-importing countries. In addition, companies
in the energy sector are at risk of civil liability from accidents resulting in pollution or other environmental damage claims and risk
of loss from terrorism and natural disasters. Shifts in energy consumption or supply disruptions may significantly impact companies in
this sector. Further, because a significant portion of revenues of companies in this sector are derived from a relatively small number
of customers that are largely composed of governmental entities and utilities, governmental budget constraints may have a significant
impact on the stock prices of companies in this industry.
Equity
Securities. Equity securities in which a Fund may invest include common stocks, preferred stocks, convertible securities and
warrants. Common stocks and preferred stocks represent shares of ownership in a corporation. Preferred stocks usually have specific dividends
and rank after bonds and before common stock in claims on assets of the corporation should it be dissolved. Increases and decreases in
earnings are usually reflected in a corporation’s stock price. Convertible securities are debt or preferred equity securities convertible
into common stock. Usually, convertible securities pay dividends or interest at rates higher than common stock, but lower than other securities.
Convertible securities usually participate to some extent in the appreciation or depreciation of the underlying stock into which they
are convertible. Warrants are options to buy a stated number of shares of common stock at a specified price anytime during the life of
the warrants.
To the extent a Fund invests
in such securities, the value of securities held by the Fund will be affected by changes in the stock markets, which may be the result
of domestic or international political or economic news, changes in interest rates or changing investor sentiment. At times, the stock
markets can be volatile and stock prices can change substantially. Because some investors purchase equity securities with borrowed money,
an increase in interest rates can cause a decline in equity prices. The equity securities of smaller companies are more sensitive to these
changes than those of larger companies. This market risk will affect a Fund’s NAV per share, which will fluctuate as the value
of the securities held by the Fund changes. Not all stock prices change uniformly or at the same time and not all stock markets move in
the same direction at the same time. Other factors affect a particular stock’s prices, such as poor earnings reports by an issuer,
loss of major customers, major litigation against an issuer, or changes in governmental regulations affecting an industry. Adverse news
affecting one company can sometimes depress the stock prices of all companies in the same industry. Not all factors can be predicted.
Fixed
Income Securities. Each Fund may invest in investment grade debt securities, including debentures, variable rate securities
(the interest rates on which reset at specified intervals to reflect current market rates as defined by a certain index or reference rate),
and floating rate securities (the interest rates on which reset whenever the specified index or reference rate changes). A Fund may invest
in debt securities rated below investment grade.
Fixed income securities are
subject to the risk of an issuer’s inability to meet principal and interest payments on its obligations (“credit risk”)
and are subject to price volatility due to such factors as interest rate sensitivity (“interest rate risk”), market perception
of the creditworthiness of the issuer, and market liquidity (“market risk”). The value of a Fund’s fixed income investments
is likely to decline in times of rising market interest rates. Conversely, the value of a Fund’s fixed income investments is likely
to rise in times of declining market interest rates. Typically, the longer the time to maturity of a given security, the greater is the
change in its value in response to a change in interest rates. Foreign debt securities are subject to risks similar to those of other
foreign securities.
Lower-rated securities are
more likely to react to developments affecting market and credit risk than are more highly rated securities, which react primarily to
movements in the general level of interest rates. Debt securities in the lowest rating categories may involve a substantial risk of default
or may be in default. Changes in economic conditions or developments regarding the individual issuer are more likely to cause price volatility
and weaken the capacity of the issuer of such securities to make principal and interest payments than is the case for higher-grade debt
securities. An economic downturn affecting the issuer may result in an increased incidence of default. The market for lower-rated securities
may be thinner and less active than for higher-rated securities. Pricing of thinly traded securities requires greater judgment than pricing
of securities for which market transactions are regularly reported. Odd lots may trade at lower prices than institutional round lots.
Call
Risk. Some debt securities in which a Fund may invest are also subject to the risk that the issuer might repay them early (“call
risk”). When market interest rates are low, issuers generally call securities paying higher interest rates. For this reason, a
Fund holding a callable security may not enjoy the increase in the security’s market price that usually accompanies a decline in
rates. Furthermore, a Fund would have to reinvest the proceeds from the called security at the current, lower rates.
Ratings
of Fixed Income Securities. A Fund may purchase securities rated by S&P, Moody’s, Fitch, Inc. or any other nationally
recognized statistical rating organization (“NRSRO”) (please see the Prospectuses for further information). The ratings
of an NRSRO represent its opinion as to the quality of securities it undertakes to rate. Ratings are not absolute standards of quality;
consequently, securities with the same maturity, duration, coupon, and rating may have different yields. In addition, NRSROs are subject
to an inherent conflict of interest because they are often compensated by the same issuers whose securities they rate. Although the Funds
may rely on the ratings of any NRSRO, the Funds refer primarily to ratings assigned by S&P, Moody’s, and Fitch, Inc., which
are described in Appendix A. A Fund may also invest in unrated securities that have been determined by the Manager to be comparable
in quality to the rated securities in which the Fund may permissibly invest.
High-Quality
Debt Securities. High-quality debt securities are securities that have received from at least one NRSRO, such as S&P, Moody’s
or Fitch, Inc., a rating in one of the two highest rating categories (the highest category in the case of commercial paper) or, if not
rated by any NRSRO, such as U.S. Government and Agency Securities, have been determined by the Manager to be of comparable quality.
Investment
Grade Debt Securities. Investment grade debt securities are securities that have received, from at least one NRSRO that has rated
it, a rating in one of the four highest rating categories or, if not rated by any NRSRO, have been determined by the Manager to be of
comparable quality (“Comparable Unrated Securities”). Moody’s deems securities rated in its fourth highest rating
category (Baa) to have speculative characteristics; a change in economic factors could lead to a weakened capacity of the issuer to repay.
If a security receives one rating in one of the four highest rating categories and another rating below the fourth highest rating category,
it will be considered investment grade.
Lower-Rated
Debt Securities. Lower-rated debt securities or “junk bonds” are those rated below the fourth highest category (including
those securities rated as low as D by S&P) or unrated securities of comparable quality. Securities rated below investment grade are
often considered to be speculative. See the risks described under “Lower-Rated Debt Securities” in this SAI.
Ratings
Downgrades. Subsequent to a Fund’s purchase of debt securities, the rating of that issue of debt securities may be reduced,
so that the securities would no longer be eligible for purchase by that Fund. In such a case, with respect to Short Duration Bond Portfolio,
the Manager will engage in an orderly disposition of the downgraded securities or other securities to the extent necessary to ensure the
Fund’s holdings of securities that are considered by the Fund to be below investment grade will not exceed 20% of its net assets.
Duration
and Maturity. Duration is a measure of the sensitivity of debt securities to changes in market interest rates, based on the entire
cash flow associated with the securities, including payments occurring before the final repayment of principal.
The Manager may utilize duration
as a tool in portfolio selection instead of the more traditional measure known as “term to maturity.” “Term to maturity”
measures only the time until a debt security provides its final payment, taking no account of the pattern of the security’s payments
prior to maturity. Duration incorporates a debt security’s yield, coupon interest payments, final maturity and call features into
one measure. Duration therefore provides a more accurate measurement of a debt security’s likely price change in response to a
given change in market interest rates. The longer the duration, the greater the debt security’s price movement will be as interest
rates change. For any fixed income security with interest payments occurring prior to the payment of principal, duration is always less
than maturity.
Futures, options and options
on futures have durations which are generally related to the duration of the securities underlying them. Holding long futures or call
option positions will lengthen a Fund’s duration by approximately the same amount as would holding an equivalent amount of the
underlying securities. Short futures or put options have durations roughly equal to the negative of the duration of the securities that
underlie these positions, and have the effect of reducing portfolio duration by approximately the same amount as would selling an equivalent
amount of the underlying securities.
There are some situations
where even the standard duration calculation does not properly reflect the interest rate exposure of a security. For example, floating
and variable rate securities often have final maturities of ten or more years; however, their interest rate exposure corresponds to the
frequency of the coupon reset. Another example where the interest rate exposure is not properly captured by duration is the case of mortgage-backed
securities. The stated final maturity of such securities is generally 30 years, but current and expected prepayment rates are critical
in determining the securities’ interest rate exposure. In these and other similar situations, the Manager, where permitted, will
use more sophisticated analytical techniques that incorporate the economic life of a security into the determination of its interest rate
exposure.
Policies
and Limitations. Except as otherwise provided in the Prospectuses and this SAI, a Fund (except Short Duration Bond Portfolio)
normally may invest up to 20% of its total assets in debt securities. The Short Duration Bond Portfolio normally invests at least
80% of its net assets, plus the amount of any borrowings for investment purposes, in bonds and other debt securities and other investment
companies that provide investment exposure to such debt securities.
Foreign
Securities. A Fund may invest in equity, debt, or other securities of foreign issuers and foreign branches of U.S. banks. These
securities may be U.S. dollar denominated or denominated in or indexed to foreign currencies and may include (1) common and preferred
stocks, (2) negotiable CDs, commercial paper, fixed time deposits, and bankers’ acceptances, (3) obligations of other
corporations, and (4) obligations of foreign governments and their subdivisions, agencies, and instrumentalities, international agencies,
and supranational entities. Foreign issuers are issuers organized and doing business principally outside the United States and include
banks, non-U.S. governments, and quasi-governmental organizations. Investments in foreign securities involve sovereign and other risks,
in addition to the credit and market risks normally associated with domestic securities. These risks include the possibility of adverse
political and economic developments (including political or social instability, nationalization, expropriation, or confiscatory taxation);
the potentially adverse effects of the unavailability of public information regarding issuers, less governmental supervision and regulation
of financial markets, reduced liquidity of certain financial markets, and the lack of uniform accounting, auditing, and financial reporting
standards or the application of standards that are different or less stringent than those applied in the United States; different laws
and customs governing securities tracking; and possibly limited access to the courts to enforce a Fund’s rights as an investor.
It may be difficult to invoke legal process or to enforce contractual obligations abroad, and it may be especially difficult to sue a
foreign government in the courts of that country.
Additionally, investing in
foreign currency denominated securities involves the additional risks of (a) adverse changes in foreign exchange rates, (b) nationalization,
expropriation, or confiscatory taxation, and (c) adverse changes in investment or exchange control regulations (which could prevent
cash from being brought back to the United States). Additionally, dividends and interest payable on foreign securities (and gains realized
on disposition thereof) may be subject to foreign taxes, including taxes withheld from those payments. Commissions on foreign securities
exchanges are often at fixed rates and are generally higher than negotiated commissions on U.S. exchanges, although a Fund endeavors to
achieve the most favorable net results on portfolio transactions.
Foreign securities often trade
with less frequency and in less volume than domestic securities and therefore may exhibit greater price volatility. Additional costs associated
with an investment in foreign securities may include higher custodial fees than apply to domestic custody arrangements and transaction
costs of foreign currency conversions.
Foreign markets also have
different clearance and settlement procedures. In certain markets, there have been times when settlements have been unable to keep pace
with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in temporary
periods when a portion of the assets of a Fund are uninvested and no return is earned thereon. The inability of a Fund to make intended
security purchases due to settlement problems could cause the Fund to miss attractive investment opportunities. Inability to dispose of
portfolio securities due to settlement problems could result in losses to a Fund due to subsequent declines in value of the securities
or, if the Fund has entered into a contract to sell the securities, could result in possible liability to the purchaser. The inability
of a Fund to settle security purchases or sales due to settlement problems could cause the Fund to pay additional expenses, such as interest
charges.
Securities of issuers traded
on exchanges may be suspended, either by the issuers themselves, by an exchange or by government authorities. The likelihood of such suspensions
may be higher for securities of issuers in emerging or less-developed market countries than in countries with more developed markets.
Trading suspensions may be applied from time to time to the securities of individual issuers for reasons specific to that issuer, or may
be applied broadly by exchanges or governmental authorities in response to market events. Suspensions may last for significant periods
of time, during which trading in the securities and instruments that reference the securities, such as participatory notes (or “P-notes”)
or other derivative instruments, may be halted. In the event that a Fund holds material positions in such suspended securities or instruments,
the Fund’s ability to liquidate its positions or provide liquidity to investors may be compromised and the Fund could incur significant
losses.
Interest rates prevailing
in other countries may affect the prices of foreign securities and exchange rates for foreign currencies. Local factors, including the
strength of the local economy, the demand for borrowing, the government’s fiscal and monetary policies, and the international balance
of payments, often affect interest rates in other countries. Individual foreign economies may differ favorably or unfavorably from the
U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency,
and balance of payments position.
A Fund may invest in American
Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”)
and International Depositary Receipts (“IDRs”). ADRs (sponsored or unsponsored) are receipts typically issued by a U.S.
bank or trust company evidencing its ownership of the underlying foreign securities. Most ADRs are denominated in U.S. dollars and are
traded on a U.S. stock exchange. However, they are subject to the risk of fluctuation in the currency exchange rate if, as is often the
case, the underlying securities are denominated in foreign currency. EDRs are receipts issued by a European bank evidencing its ownership
of the underlying foreign securities and are often denominated in a foreign currency. GDRs are receipts issued by either a U.S. or non-U.S.
banking institution evidencing its ownership of the underlying foreign securities and are often denominated in U.S. dollars. IDRs are
receipts typically issued by a foreign bank or trust company evidencing its ownership of the underlying foreign securities. Depositary
receipts involve many of the same risks of investing directly in foreign securities, including currency risks and risks of foreign investing.
Issuers of the securities
underlying sponsored depositary receipts, but not unsponsored depositary receipts, are contractually obligated to disclose material information
in the United States. Therefore, the market value of unsponsored depositary receipts is less likely to reflect the effect of such information.
Policies
and Limitations. For the Funds’ policies and limitations on investing in foreign currency denominated securities, see “Investment
Policies and Limitations -- Foreign Securities” above. Within those limitations, however, none of the Funds are restricted in the
amount they may invest in foreign securities, including foreign securities denominated in any one foreign currency.
Securities
of Issuers in Emerging Market Countries. The risks described above for foreign securities may be heightened in connection with
investments in emerging market countries. Historically, the markets of emerging market countries have been more volatile than the markets
of developed countries, reflecting the greater uncertainties of investing in less established markets and economies. In particular, emerging
market countries may have less stable governments; may present the risks of nationalization of businesses, restrictions on foreign ownership
and prohibitions on the repatriation of assets; and may have less protection of property rights than more developed countries. The economies
of emerging market countries may be reliant on only a few industries, may be highly vulnerable to changes in local or global trade conditions
and may suffer from high and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities
and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult or
impossible at times.
In determining where an issuer
of a security is based, the Manager may consider such factors as where the company is legally organized, maintains its principal corporate
offices and/or conducts its principal operations.
Additional costs could be
incurred in connection with a Fund’s investment activities outside the United States. Brokerage commissions may be higher outside
the United States, and a Fund will bear certain expenses in connection with its currency transactions. Furthermore, increased custodian
costs may be associated with maintaining assets in certain jurisdictions.
Certain risk factors related
to emerging market countries include:
Currency
fluctuations. A Fund’s investments may be valued in currencies other than the U.S. dollar. Certain emerging market countries’
currencies have experienced and may in the future experience significant declines against the U.S. dollar. For example, if the U.S. dollar
appreciates against foreign currencies, the value of a Fund’s securities holdings would generally depreciate and vice versa. Consistent
with its investment objective, a Fund can engage in certain currency transactions to hedge against currency fluctuations. See “Forward
Foreign Currency Transactions.” After a Fund has distributed income, subsequent foreign currency losses may result in the Fund’s
having distributed more income in a particular fiscal period than was available from investment income, which could result in a return
of capital to shareholders.
Government
regulation. The political, economic and social structures of certain developing countries may be more volatile and less developed
than those in the United States. Certain emerging market countries lack uniform accounting, auditing, financial reporting and corporate
governance standards, have less governmental supervision of financial markets than in the United States, and do not honor legal rights
enjoyed in the United States. Certain governments may be more unstable and present greater risks of nationalization or restrictions on
foreign ownership of local companies.
Repatriation of investment
income, capital and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging
market countries. While a Fund will only invest in markets where these restrictions are considered acceptable by the Manager, a country
could impose new or additional repatriation restrictions after the Fund’s investment. If this happened, a Fund’s response
might include, among other things, applying to the appropriate authorities for a waiver of the restrictions or engaging in transactions
in other markets designed to offset the risks of decline in that country. Such restrictions will be considered in relation to a Fund’s
liquidity needs and all other positive and negative factors. Further, some attractive equity securities may not be available to a Fund,
or a Fund may have to pay a premium to purchase those equity securities, due to foreign shareholders already holding the maximum amount
legally permissible.
While government involvement
in the private sector varies in degree among emerging market countries, such involvement may in some cases include government ownership
of companies in certain sectors, wage and price controls or imposition of trade barriers, market manipulation and other protectionist
measures. With respect to any emerging market country, there is no guarantee that some future economic or political crisis will not lead
to price controls, forced mergers of companies, expropriation, or creation of government monopolies to the possible detriment of a Fund’s
investments.
Less developed securities
markets. Emerging market countries may have less well developed securities markets and exchanges. These markets have lower trading volumes
than the securities markets of more developed countries. These markets may be unable to respond effectively to increases in trading volume.
Consequently, these markets may be substantially less liquid than those of more developed countries, and the securities of issuers located
in these markets may have limited marketability. These factors may make prompt liquidation of substantial portfolio holdings difficult
or impossible at times.
Settlement
risks. Settlement systems in emerging market countries are generally less well organized than developed markets. Supervisory authorities
may also be unable to apply standards comparable to those in developed markets. Thus, there may be risks that settlement may be delayed
and that cash or securities belonging to a Fund may be in jeopardy because of failures of or defects in the systems. In particular, market
practice may require that payment be made before receipt of the security being purchased or that delivery of a security be made before
payment is received. In such cases, default by a broker or bank (the “counterparty”) through whom the transaction is effected
might cause a Fund to suffer a loss. A Fund will seek, where possible, to use counterparties whose financial status is such that this
risk is reduced. However, there can be no certainty that a Fund will be successful in eliminating this risk, particularly as counterparties
operating in emerging market countries frequently lack the substance or financial resources of those in developed countries. There may
also be a danger that, because of uncertainties in the operation of settlement systems in individual markets, competing claims may arise
with respect to securities held by or to be transferred to a Fund.
Investor
information. A Fund may encounter problems assessing investment opportunities in certain emerging market securities markets in
light of limitations on available information, including the quality and reliability of such information, and different regulatory, accounting,
auditing, financial reporting and recordkeeping standards. In such circumstances, the Manager will seek alternative sources of information,
and to the extent it may not be satisfied with the sufficiency of the information obtained with respect to a particular market or security,
a Fund will not invest in such market or security.
Taxation.
Taxation of dividends received, and net capital gains realized, by non-residents on securities issued in emerging market countries varies
among those countries, and, in some cases, the applicable tax rate is comparatively high. In addition, emerging market countries typically
have less well-defined tax laws and procedures than developed countries, and such laws and procedures may permit retroactive taxation
so that a Fund could in the future become subject to local tax liability that it had not reasonably anticipated in conducting its investment
activities or valuing its assets.
Litigation
and Enforcement. A Fund and its shareholders may encounter substantial difficulties in obtaining and enforcing judgments against
non-U.S. resident individuals and companies.
Fraudulent
securities. Securities purchased by a Fund may subsequently be found to be fraudulent or counterfeit, resulting in a loss to the
Fund.
Risks
of Investing in Frontier Emerging Market Countries. Frontier emerging market countries are countries that have smaller economies
or less developed capital markets than traditional emerging markets. Frontier emerging market countries tend to have relatively low gross
national product per capita compared to the larger traditionally-recognized emerging markets. The frontier emerging market countries include
the least developed countries even by emerging markets standards. The risks of investments in frontier emerging market countries include
all the risks described above for investment in foreign securities and emerging markets, although these risks are magnified in the case
of frontier emerging market countries.
Risks
of Variable Interest Entities. For purposes of raising capital offshore on exchanges outside of the People’s Republic of
China (“PRC”), including on U.S. exchanges, many PRC-based operating companies are structured as entities commonly referred
to as variable interest entities (“VIEs”). In a typical VIE structure, the onshore PRC-based operating company is the VIE.
Shareholders of the VIE establish an entity, which is typically offshore in a foreign jurisdiction, such as the Cayman Islands to enter
into contractual arrangement through wholly or majority-owned subsidiaries with the VIE. The offshore entity is listed on an exchange
outside of the PRC and issues exchange-traded shares that are sold to the public, including non-Chinese investors (such as the Fund).
This structure enables PRC companies in which the government restricts foreign ownership to raise capital from foreign investors. While
the offshore entity has no legal equity ownership of the VIE, its contractual arrangements with the VIE permit the offshore entity to
consolidate the VIE’s financial statements with its own for accounting purposes and provide for economic exposure to the performance
of the underlying PRC-based operating company. Therefore, an investor in the listed offshore entity, such as the Fund, will have exposure
to the PRC-based operating company only through its contractual arrangements with the VIE and has no legal ownership in the VIE. Furthermore,
because the offshore entity only has indirect rights provided for in these contractual arrangements with the VIE, its abilities to control
the activities at the VIE are limited and the VIE may engage in activities that negatively impact the investment value.
Intervention by the Chinese
government with respect to VIE structures could adversely affect the Chinese operating company’s performance, the enforceability
of the offshore entity’s contractual arrangements with the VIE and the value of the offshore entity’s shares. While the
VIE structure has been widely adopted, it is not formally or legally recognized under PRC law and therefore there is a risk that the PRC
government could restrict the effectiveness of such structures or negatively impact the VIE’s contractual arrangements with the
listed offshore entity by making them invalid under PRC law. The offshore entity’s control over the VIE may also be jeopardized
if certain legal formalities are not observed in connection with the agreements, if the agreements are breached or if the agreements are
otherwise determined not to be enforceable under PRC law. If any of the foregoing were to occur, investors in the listed offshore entity,
such as the Fund, may suffer significant losses with little or no recourse available. If the PRC government determines that the contractual
agreements involving the VIE structures do not comply with PRC laws and regulations, including those related to restrictions on foreign
ownership, it could subject a VIE to numerous sanctions such as penalties, revocation of business and operating licenses, invalidation
or termination of contractual arrangements and/or forfeiture or non-recognition of ownership interest. In addition, the listed offshore
entity’s benefits through its contractual arrangements over a VIE may also be jeopardized if a natural person who holds the equity
interest in the VIE is deemed to breach the terms of the contractual arrangement (assuming the contractual arrangement is held to be valid
under PRC law), is subject to legal proceedings or if any physical instruments for authenticating documentation by the VIE, such as chops
and seals, are used without the VIE’s authorization to enter into the contractual arrangements in PRC. Chops and seals, which are
carved stamps used to sign documents, represent a legally binding commitment by the company. Moreover, any future regulatory action may
limit or prohibit the ability of the offshore entity to receive the economic benefits of the VIE, which may cause the value of the Fund’s
investment in the listed offshore entity to suffer a significant loss.
In
addition, PRC companies listed on U.S. exchanges, including ADRs and companies that rely on VIE structures, may be delisted if they do
not meet U.S. accounting standards and auditor oversight requirements. Delisting could significantly decrease the liquidity and value
of the securities of these companies, decrease the ability of the Fund to invest in such securities and increase the cost of the Fund
if it is required to seek alternative markets in which to invest in such securities.
Sovereign
Government and Supranational Debt. Investments in debt securities issued by foreign governments and their political subdivisions
or agencies (“Sovereign Debt”) involve special risks. Sovereign Debt is subject to risks in addition to those relating to
non-U.S. investments generally. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable
or unwilling to repay principal and/or interest when due in accordance with the terms of such debt, and a fund may have limited legal
recourse in the event of a default. As a sovereign entity, the issuing government may be immune from lawsuits in the event of its failure
or refusal to pay the obligations when due.
Sovereign Debt differs from
debt obligations issued by private entities in that, generally, remedies for defaults must be pursued in the courts of the defaulting
party. Legal recourse is therefore somewhat diminished. Political conditions, especially a sovereign entity’s willingness to meet
the terms of its debt obligations, are of considerable significance. Also, holders of commercial bank debt issued by the same sovereign
entity may contest payments to the holders of Sovereign Debt in the event of default under commercial bank loan agreements.
A sovereign debtor’s
willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation,
the extent of its non-U.S. reserves, the availability of sufficient non-U.S. exchange on the date a payment is due, the relative size
of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward principal international lenders and
the political constraints to which a sovereign debtor may be subject. Increased protectionism on the part of a country’s trading
partners or political changes in those countries, could also adversely affect its exports. Such events could diminish a country’s
trade account surplus, if any, or the credit standing of a particular local government or agency.
Sovereign debtors may also
be dependent on disbursements or assistance from foreign governments or multinational agencies, the country’s access to trade and
other international credits, and the country’s balance of trade. Assistance may be dependent on a country’s implementation
of austerity measures and reforms, which measures may limit or be perceived to limit economic growth and recovery. Some sovereign debtors
have rescheduled their debt payments, declared moratoria on payments or restructured their debt to effectively eliminate portions of it,
and similar occurrences may happen in the future. There is no bankruptcy proceeding by which sovereign debt on which governmental entities
have defaulted may be collected in whole or in part.
The ability of some sovereign
debtors to repay their obligations may depend on the timely receipt of assistance from international agencies or other governments, the
flow of which is not assured. The willingness of such agencies to make these payments may depend on the sovereign debtor’s willingness
to institute certain economic changes, the implementation of which may be politically difficult.
The occurrence of political,
social or diplomatic changes in one or more of the countries issuing Sovereign Debt could adversely affect a Fund’s investments.
Political changes or a deterioration of a country’s domestic economy or balance of trade may affect the willingness of countries
to service their Sovereign Debt. While NBIA endeavors to manage investments in a manner that will minimize the exposure to such risks,
there can be no assurance that adverse political changes will not cause the Fund to suffer a loss of interest or principal on any of its
holdings.
Sovereign Debt may include:
debt securities issued or guaranteed by governments, governmental agencies or instrumentalities and political subdivisions located in
emerging market countries; debt securities issued by government owned, controlled or sponsored entities located in emerging market countries;
interests in entities organized and operated for the purpose of restructuring the investment characteristics of instruments issued by
any of the above issuers; participations in loans between emerging market governments and financial institutions; and Brady Bonds, which
are debt securities issued under the framework of the Brady Plan as a means for debtor nations to restructure their outstanding external
indebtedness.
Brady Bonds may be collateralized
or uncollateralized and issued in various currencies (although most are dollar-denominated) and they are actively traded in the over-the-counter
(“OTC”) secondary market. Certain Brady Bonds are collateralized in full as to principal due at maturity by zero coupon
obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities having the same maturity (“Collateralized
Brady Bonds”). Brady Bonds are not, however, considered to be U.S. Government Securities.
Dollar-denominated, Collateralized
Brady Bonds may be fixed rate bonds or floating rate bonds. Interest payments on Brady Bonds are often collateralized by cash or securities
in an amount that, in the case of fixed rate bonds, is equal to at least one year of rolling interest payments or, in the case of floating
rate bonds, initially is equal to at least one year’s rolling interest payments based on the applicable interest rate at that time
and is adjusted at regular intervals thereafter. Certain Brady Bonds are entitled to “value recovery payments” in certain
circumstances, which in effect constitute supplemental interest payments but generally are not collateralized. Brady Bonds are often viewed
as having three or four valuation components: (i) collateralized repayment of principal at final maturity; (ii) collateralized interest
payments; (iii) uncollateralized interest payments; and (iv) any uncollateralized repayment of principal at maturity (these uncollateralized
amounts constitute the “residual risk”). In the event of a default with respect to Collateralized Brady Bonds as a result
of which the payment obligations of the issuer are accelerated, the U.S. Treasury Department zero coupon obligations held as collateral
for the payment of principal will not be distributed to investors, nor will such obligations be sold and the proceeds distributed. The
collateral will be held by the collateral agent to the scheduled maturity of the defaulted Brady Bonds, which will continue to be outstanding,
at which time the face amount of the collateral will equal the principal payments which would have been due on the Brady Bonds in the
normal course. In addition, in light of the residual risk of Brady Bonds and, among other factors, the history of defaults with respect
to commercial bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady Bonds should be viewed
as speculative.
Supranational entities may
also issue debt securities. A supranational entity is a bank, commission or company established or financially supported by the national
governments of one or more countries to promote reconstruction or development. Included among these organizations are the Asian Development
Bank, the European Investment Bank, the Inter-American Development Bank, the International Monetary Fund, the United Nations, the World
Bank and the European Bank for Reconstruction and Development. Supranational organizations have no taxing authority and are dependent
on their members for payments of interest and principal. Further, the lending activities of such entities are limited to a percentage
of their total capital, reserves and net income.
Fund
of Funds Structure. Section 12(d)(1)(A) of the 1940 Act, in relevant part, prohibits a registered investment company from acquiring
shares of an investment company if after such acquisition the securities represent more than 3% of the total outstanding voting stock
of the acquired company, more than 5% of the total assets of the acquiring company, or, together with the securities of any other investment
companies, more than 10% of the total assets of the acquiring company except in reliance on certain exceptions contained in the 1940 Act
and the rules and regulations thereunder. Pursuant to Rule 12d1-4, a Fund is permitted to exceed the limits of Section 12 of the 1940
Act if the Fund complies with Rule 12d1-4’s conditions, including (i) limits on control and voting; (ii) required evaluations and
findings; (iii) required fund of funds investment agreements; and (iv) limits on complex structures.
The
Manager may be deemed to have a conflict of interest when determining whether to invest or maintain a Fund’s assets in affiliated
underlying funds. The Manager would seek to mitigate this conflict of interest, however, by undertaking to waive a portion of fees it
receives from affiliated underlying funds on the Fund’s assets invested in those affiliated underlying funds. The Manager and its
affiliates may derive indirect benefits such as increased assets under management from investing Fund assets in an affiliated underlying
fund, which benefits would not be present if investments were made in unaffiliated underlying funds. In addition, although the Manager
will waive a portion of its fees, the Fund will indirectly bear its pro rata share of an affiliated underlying fund’s other fees
and expenses, and such fees and expenses may be paid to the Manager or its affiliates or a third party.
Futures
Contracts, Options on Futures Contracts, Options on Securities and Indices, Forward Currency Contracts, Options on Foreign Currencies,
and Swap Agreements (collectively, “Financial Instruments”). Financial Instruments are instruments whose value
is dependent upon the value of an underlying asset or assets, which may include stocks, bonds, commodities, interest rates, currency exchange
rates, or related indices. As described below, Financial Instruments may be used for “hedging” purposes, meaning that they
may be used in an effort to offset a decline in value in a Fund’s other investments, which could result from changes in interest
rates, market prices, currency fluctuations, or other market factors. Financial Instruments may also be used for non-hedging purposes
in an effort to implement a cash management strategy, to enhance income or gain, to manage or adjust the risk profile of a Fund or the
risk of individual positions, to gain exposure more efficiently than through a direct purchase of the underlying security, or to gain
exposure to securities, markets, sectors or geographical areas.
The Dodd-Frank Act requires
the SEC and the Commodity Futures Trading Commission (“CFTC”) to establish new regulations with respect to derivatives defined
as security-based swaps (e.g., derivatives based on an equity or a narrowly based equity index) and swaps (e.g., derivatives based on
a broad-based index or commodity), respectively, and the markets in which these instruments trade. In addition, it subjected all security-based
swaps and swaps to SEC and CFTC jurisdiction, respectively.
Rule 18f-4 under the 1940
Act regulates the use of derivatives transactions as defined by that rule for certain funds registered under the 1940 Act (“Rule
18f-4”). Due to the way derivatives transactions are defined by Rule 18f-4, it includes transactions traditionally characterized
as derivatives as well as certain transactions that have not been traditionally characterized as derivatives. Unless a Fund qualifies
as a “limited derivatives user” as defined in Rule 18f-4, the rule, among other things, requires the Fund to establish a
derivatives risk management program, comply with certain value-at-risk (“VAR”) based leverage limits, appoint a derivatives
risk manager and provide additional disclosure both publicly and to the SEC regarding its derivatives positions. Rule 18f-4 provides an
exception for limited derivatives users, which Rule 18f-4 defines as any fund that limits its derivatives exposure to 10% of its net assets,
excluding certain currency and interest rate hedging transactions. Limited derivatives users are exempt from Rule 18f-4’s requirements
to comply with VAR-based limits, appoint a derivatives risk manager, and adopt a derivatives risk management program. A limited derivatives
user must still adopt and implement policies and procedures reasonably designed to manage its derivatives risk.
Futures
Contracts and Options on Futures Contracts. A Fund may purchase and sell futures contracts (sometimes referred to as “futures”)
and options thereon for hedging purposes (i.e., to attempt to offset against changes in the prices of securities or, in the case of foreign
currency futures and options thereon, to attempt to offset against changes in prevailing currency exchange rates) or non-hedging purposes.
A “purchase”
of a futures contract (or entering into a “long” futures position) entails the buyer’s assumption of a contractual
obligation to take delivery of the instrument underlying the contract at a specified price at a specified future time. A “sale”
of a futures contract (or entering into a “short” futures position) entails the seller’s assumption of a contractual
obligation to make delivery of the instrument underlying the contract at a specified price at a specified future time.
The value of a futures contract
tends to increase or decrease in tandem with the value of its underlying instrument. Therefore, purchasing futures contracts will tend
to increase a Fund’s exposure to positive and negative price fluctuations in the underlying instrument, much as if the Fund had
purchased the underlying instrument directly. A Fund may purchase futures contracts to fix what the Manager believes to be a favorable
price for securities the Fund intends to purchase. When a Fund sells a futures contract, by contrast, the value of its futures position
will tend to move in a direction contrary to the market for the underlying instrument. Selling futures contracts, therefore, will tend
to offset both positive and negative market price changes, much as if a Fund had sold the underlying instrument. A Fund may sell futures
contracts to offset a possible decline in the value of its portfolio securities. In addition, a Fund may purchase or sell futures contracts
with a greater or lesser value than the securities it wishes to hedge to attempt to compensate for anticipated differences in volatility
between positions a Fund may wish to hedge and the standardized futures contracts available to it, although this may not be successful
in all cases. Further, a loss incurred on a particular transaction being used as a hedge does not mean that it failed to achieve its objective,
if the goal was to prevent a worse loss that may have resulted had a particular securities or cash market investment suffered a substantial
loss and there were no offsetting hedge.
Certain futures, including
index futures and futures not calling for the physical delivery or acquisition of the instrument underlying the contract, are settled
on a net cash payment basis rather than by the delivery of the underlying instrument. In addition, although futures contracts by their
terms may call for the physical delivery or acquisition of the instrument underlying the contract, in most cases the contractual obligation
is extinguished by being closed out before the expiration of the contract. A futures position is closed out by buying (to close out an
earlier sale) or selling (to close out an earlier purchase) an identical futures contract calling for delivery in the same month. This
may result in a profit or loss. While futures contracts entered into by a Fund will usually be liquidated in this manner, a Fund may instead
make or take delivery of the underlying instrument or utilize the cash settlement process whenever it appears economically advantageous
for it to do so.
Because the futures markets
may be more liquid than the cash markets, the use of futures contracts permits a Fund to enhance portfolio liquidity and maintain a defensive
position without having to sell portfolio securities. For example, (i) futures contracts on single stocks, interest rates and indices
(including on narrow-based indices) and options thereon may be used as a maturity or duration management device and/or a device to reduce
risk or preserve total return in an adverse environment for the hedged securities, and (ii) foreign currency futures and options
thereon may be used as a means of establishing more definitely the effective return on, or the purchase price of, securities denominated
in foreign currencies that are held or intended to be acquired by a Fund.
For purposes of managing cash
flow, a Fund may use futures and options thereon to increase its exposure to the performance of a recognized securities index.
With respect to currency futures,
a Fund may sell a currency futures contract or a call option thereon, or may purchase a put option on a currency futures contract, if
the Manager anticipates that exchange rates for a particular currency will fall. Such a transaction will be used as a hedge (or, in the
case of a sale of a call option, a partial hedge) against a decrease in the value of portfolio securities denominated in that currency.
If the Manager anticipates that exchange rates for a particular currency will rise, a Fund may purchase a currency futures contract or
a call option thereon to protect against an increase in the price of securities that are denominated in that currency and that the Fund
intends to purchase. A Fund also may purchase a currency futures contract or a call option thereon for non-hedging purposes when the Manager
anticipates that a particular currency will appreciate in value, but securities denominated in that currency do not present attractive
investment opportunities and are not held in the Fund’s investment portfolio.
A Fund may invest in commodity-linked
futures contracts. Commodity-linked futures contracts are generally based upon commodities within six main commodity groups: (1) energy,
which includes, among others, crude oil, gas oil, natural gas, gasoline and heating oil; (2) livestock, which includes, among others,
feeder cattle, live cattle and hogs; (3) agriculture, which includes, among others, wheat (Kansas City wheat and Chicago wheat), corn
and soybeans; (4) industrial metals, which includes, among others, aluminum, copper, lead, nickel and zinc; (5) precious metals, which
includes, among others, gold, silver, platinum and palladium; and (6) softs, which includes cotton, coffee, sugar and cocoa. The price
of a commodity futures contract will reflect the storage costs of purchasing the physical commodity. These storage costs include the time
value of money invested in the physical commodity plus the actual costs of storing the commodity, less any benefits from ownership of
the physical commodity that are not obtained by the holder of a futures contract (these benefits are sometimes referred to as the “convenience
yield”). To the extent that these storage costs change for an underlying commodity while the Fund is long futures contracts on
that commodity, the value of the futures contract may change proportionately.
“Initial Margin”
with respect to a futures contract is the amount of assets that must be deposited by a Fund with, or for the benefit of, a futures commission
merchant or broker in order to initiate the Fund’s futures positions. Initial margin is the margin deposit made by a Fund when
it enters into a futures contract; it is intended to assure performance of the contract by the Fund. If the value of the Fund’s
futures account declines by a specified amount, the Fund will receive a margin call and be required to post assets sufficient to restore
the equity in the account to the initial margin level. (This is sometimes referred to as “variation margin;” technically,
variation margin refers to daily payments that a clearing member firm is required to pay to the clearing organization based upon marking
to market of the firm’s portfolio.) However, if favorable price changes in the futures account cause the margin deposit to exceed
the required initial margin level, the excess margin may be transferred to the Fund. The futures commission merchant or clearing member
firm through which a Fund enters into and clears futures contracts may require a margin deposit in excess of exchange minimum requirements
based upon its assessment of a Fund’s creditworthiness. In computing its NAV, a Fund will mark to market the value of its open
futures positions. A Fund also must make margin deposits with respect to options on futures that it has written (but not with respect
to options on futures that it has purchased, if the Fund has paid the required premium in full at the outset). If the futures commission
merchant or broker holding the margin deposit or premium goes bankrupt, a Fund could suffer a delay in recovering excess margin or other
funds and could ultimately suffer a loss.
Because of the low margin
deposits required, futures trading involves an extremely high degree of leverage; as a result, a relatively small price movement in a
futures contract may result in immediate and substantial loss, or gain, to the investor. Losses that may arise from certain futures transactions
are potentially unlimited, and may exceed initial margin deposits as well as deposits made in response to subsequent margin calls.
A Fund may enter into futures
contracts and options thereon that are traded on exchanges regulated by the CFTC or on non-U.S. exchanges. U.S. futures contracts are
traded on exchanges that have been designated as “contract markets” by the CFTC; futures transactions must be executed through
a futures commission merchant that is a member of the relevant contract market. Futures executed on regulated futures exchanges have minimal
counterparty risk to a Fund because the exchange’s clearing organization assumes the position of the counterparty in
each transaction. Thus, a Fund is exposed to risk only in connection with the clearing organization and not in connection with
the original counterparty to the transaction. However, if a futures customer defaults on a futures contract and the futures
commission merchant carrying that customer’s account cannot cover the defaulting customer’s obligations on its futures
contracts, the clearing organization may use any or all of the collateral in the futures commission merchant’s customer omnibus
account — including the assets of the futures commission merchant’s other customers, such as a Fund — to meet
the defaulting customer’s obligations. This is sometimes referred to as “fellow customer risk.” Trading on non-U.S.
exchanges is subject to the legal requirements of the jurisdiction in which the exchange is located and to the rules of such exchange,
and may not involve a clearing mechanism and related guarantees. Funds deposited in connection with such trading may also be subject to
the bankruptcy laws of such other jurisdiction, which may result in a delay in recovering such funds in a bankruptcy and could ultimately
result in a loss.
An option on a futures contract
gives the purchaser the right, in return for the premium paid, to assume a position in the contract (a long position if the option is
a call and a short position if the option is a put) at a specified exercise price at any time during the option exercise period. The writer
of the option is required upon exercise to assume a short futures position (if the option is a call) or a long futures position (if the
option is a put). Upon exercise of the option, the accumulated cash balance in the writer’s futures margin account is delivered
to the holder of the option. That balance represents the amount by which the market price of the futures contract at exercise exceeds,
in the case of a call, or is less than, in the case of a put, the exercise price of the option. Options on futures have characteristics
and risks similar to those of securities options, as discussed herein.
Although a Fund believes that
the use of futures contracts and options may benefit it, if the Manager’s judgment about the general direction of the markets or
about interest rate or currency exchange rate trends is incorrect, the Fund’s overall return would be lower than if it had not
entered into any such contracts. The prices of futures contracts and options are volatile and are influenced by, among other things, actual
and anticipated changes in interest or currency exchange rates, which in turn are affected by fiscal and monetary policies and by national
and international political and economic events. At best, the correlation between changes in prices of futures contracts or options and
of securities being hedged can be only approximate due to differences between the futures and securities markets or differences between
the securities or currencies underlying a Fund’s futures or options position and the securities held by or to be purchased for
the Fund. The currency futures or options market may be dominated by short-term traders seeking to profit from changes in exchange rates.
This would reduce the value of such contracts used for hedging purposes over a short-term period. Such distortions are generally minor
and would diminish as the contract approaches maturity.
Under certain circumstances,
futures exchanges may limit the amount of fluctuation in the price of a futures contract or option thereon during a single trading day;
once the daily limit has been reached, no trades may be made on that day at a price beyond that limit. Daily limits govern only price
movements during a particular trading day, however; they do not limit potential losses. In fact, a daily limit may increase the risk of
loss, because prices can move to the daily limit for several consecutive trading days with little or no trading, thereby preventing liquidation
of unfavorable futures and options positions and subjecting traders to substantial losses. If this were to happen with respect to a position
held by a Fund, it could (depending on the size of the position) have an adverse impact on the Fund’s NAV. In addition, a Fund
would continue to be subject to margin calls and might be required to maintain the position being hedged by the futures contract or option
thereon or to maintain cash or securities in a collateral account.
Many electronic trading facilities
that support futures trading are supported by computer-based component systems for the order, routing, execution, matching, registration
or clearing of trades. A Fund’s ability to recover certain losses may be subject to limits on liability imposed by the system provider,
the market, the clearing house or member firms.
Call
Options on Securities. A Fund may write (sell) call options and purchase call options on securities for hedging purposes (i.e.,
to attempt to reduce, at least in part, the effect on the Fund’s NAV of price fluctuations of securities held by the Fund) or non-hedging
purposes. When writing call options, each Fund writes only “covered” call options. A call option is “covered”
if a Fund simultaneously holds an equivalent position in the security underlying the option. Portfolio securities on which a Fund may
write and purchase call options are purchased solely on the basis of investment considerations consistent with the Fund’s investment
objective.
When a Fund writes a call
option, it is obligated to sell a security to a purchaser at a specified price at any time until a certain date if the purchaser decides
to exercise the option. A Fund will receive a premium for writing a call option. So long as the obligation of the call option continues,
a Fund may be assigned an exercise notice, requiring it to deliver the underlying security against payment of the exercise price. A Fund
may be obligated to deliver securities underlying an option at less than the market price.
The writing of covered call
options is a conservative investment technique that is believed to involve relatively little risk (in contrast to the writing of “naked”
or uncovered call options, which the Funds will not do), but is capable of enhancing a Fund’s total return. When writing a covered
call option, a Fund, in return for the premium, gives up the opportunity for profit from a price increase in the underlying security above
the exercise price, but retains the risk of loss should the price of the security decline.
If a call option that a Fund
has written expires unexercised, the Fund will realize a gain in the amount of the premium; however, that gain may be offset by a decline
in the market value of the underlying security during the option period. If a call option that a Fund has written is exercised, the Fund
will realize a gain or loss from the sale of the underlying security.
When a Fund purchases a call
option, it pays a premium to the writer for the right to purchase a security from the writer for a specified amount at any time until
a certain date. A Fund generally would purchase a call option to offset a previously written call option or to protect itself against
an increase in the price of a security it intends to purchase.
Put
Options on Securities. A Fund may write (sell) and purchase put options on securities for hedging purposes (i.e., to attempt to
reduce, at least in part, the effect on the Fund’s NAV of price fluctuations of securities held by the Fund) or non-hedging purposes.
Portfolio securities on which a Fund may write and purchase put options are purchased solely on the basis of investment considerations
consistent with the Fund’s investment objective.
When a Fund writes a put option,
it is obligated to acquire a security at a certain price at any time until a certain date if the purchaser decides to exercise the option.
A Fund will receive a premium for writing a put option. When writing a put option, a Fund, in return for the premium, takes the risk that
it must purchase the underlying security at a price that may be higher than the current market price of the security. If a put option
that a Fund has written expires unexercised, the Fund will realize a gain in the amount of the premium.
When a Fund purchases a put
option, it pays a premium to the writer for the right to sell a security to the writer for a specified amount at any time until a certain
date. A Fund generally would purchase a put option to protect itself against a decrease in the market value of a security it owns.
General
Information About Options on Securities. The exercise price of an option may be below, equal to, or above the market value of the
underlying security at the time the option is written. Options normally have expiration dates between three and nine months from the date
written. American-style options are exercisable at any time prior to their expiration date. European-style options are exercisable only
immediately prior to their expiration date. The obligation under any option written by a Fund terminates upon expiration of the option
or, at an earlier time, when the Fund offsets the option by entering into a “closing purchase transaction” to purchase an
option of the same series. If an option is purchased by a Fund and is never exercised or closed out, the Fund will lose the entire amount
of the premium paid.
Options are traded both on
U.S. national securities exchanges and in the OTC market. Options also are traded on non-U.S. exchanges. Exchange-traded options are issued
by a clearing organization affiliated with the exchange on which the option is listed; the clearing organization in effect guarantees
completion of every exchange-traded option. In contrast, OTC options are contracts between a Fund and a counterparty, with no clearing
organization guarantee. Thus, when a Fund sells (or purchases) an OTC option, it generally will be able to “close out” the
option prior to its expiration only by entering into a closing transaction with the dealer to whom (or from whom) the Fund originally
sold (or purchased) the option. There can be no assurance that a Fund would be able to liquidate an OTC option at any time prior to expiration.
Unless a Fund is able to effect a closing purchase transaction in a covered OTC call option it has written, it will not be able to liquidate
securities used as cover until the option expires or is exercised or until different cover is substituted. In the event of the counterparty’s
insolvency, a Fund may be unable to liquidate its options position and the associated cover. The Manager monitors the creditworthiness
of dealers with which a Fund may engage in OTC options transactions.
The premium a Fund receives
(or pays) when it writes (or purchases) an option is the amount at which the option is currently traded on the applicable market. The
premium may reflect, among other things, the current market price of the underlying security, the relationship of the exercise price to
the market price, the historical price volatility of the underlying security, the length of the option period, the general supply of and
demand for credit, and the interest rate environment. The premium a Fund receives when it writes an option is recorded as a liability
on the Fund’s statement of assets and liabilities. This liability is adjusted daily to the option’s current market value.
Closing transactions are effected
in order to realize a profit (or minimize a loss) on an outstanding option, to prevent an underlying security from being called, or to
permit the sale or the put of the underlying security. Furthermore, effecting a closing transaction permits a Fund to write another call
option on the underlying security with a different exercise price or expiration date or both. There is, of course, no assurance that a
Fund will be able to effect closing transactions at favorable prices. If a Fund cannot enter into such a transaction, it may be required
to hold a security that it might otherwise have sold (or purchase a security that it might otherwise not have bought), in which case it
would continue to be at market risk on the security.
A Fund will realize a profit
or loss from a closing purchase transaction if the cost of the transaction is less or more than the premium received from writing the
call or put option. Because increases in the market price of a call option generally reflect increases in the market price of the underlying
security, any loss resulting from the repurchase of a call option is likely to be offset, in whole or in part, by appreciation of the
underlying security owned by the Fund; however, the Fund could be in a less advantageous position than if it had not written the call
option.
A Fund pays brokerage commissions
or spreads in connection with purchasing or writing options, including those used to close out existing positions. From time to time,
a Fund may purchase an underlying security for delivery in accordance with an exercise notice of a call option assigned to it, rather
than deliver the security from its inventory. In those cases, additional brokerage commissions are incurred.
The hours of trading for options
may not conform to the hours during which the underlying securities are traded. To the extent that the options markets close before the
markets for the underlying securities close, significant price and rate movements can take place in the underlying markets that cannot
be reflected in the options markets.
Additionally, volatility in
the market for equity securities, which can impact a single stock or certain segments of stocks and can happen suddenly, can meaningfully
increase the risk of loss associated with options.
Put
and Call Options on Securities Indices and Other Financial Indices. A Fund may write (sell) and purchase put and call options on
securities indices and other financial indices for hedging or non-hedging purposes. In so doing, a Fund can pursue many of the same objectives
it would pursue through the purchase and sale of options on individual securities or other instruments.
Options on securities indices
and other financial indices are similar to options on a security or other instrument except that, rather than settling by physical delivery
of the underlying instrument, options on indices settle by cash settlement; that is, an option on an index gives the holder the right
to receive, upon exercise of the option, an amount of cash if the closing level of the index upon which the option is based is greater
than, in the case of a call, or is less than, in the case of a put, the exercise price of the option (except if, in the case of an OTC
option, physical delivery is specified). This amount of cash is equal to the difference between the closing price of the index and the
exercise price of the option times a specified multiple (multiplier), which determines the total dollar value for each point of such difference.
The seller of the option is obligated, in return for the premium received, to make delivery of this amount.
A securities index fluctuates
with changes in the market values of the securities included in the index. The gain or loss on an option on an index depends on price
movements in the instruments comprising the market, market segment, industry or other composite on which the underlying index is based,
rather than price movements in individual securities, as is the case with respect to options on securities. The risks of investment in
options on indices may be greater than the risks of investment in options on securities.
The effectiveness of hedging
through the purchase of securities index options will depend upon the extent to which price movements in the securities being hedged correlate
with price movements in the selected securities index. Perfect correlation is not possible because the securities held or to be acquired
by a Fund will not exactly match the composition of the securities indices on which options are available.
For purposes of managing cash
flow, a Fund may purchase put and call options on securities indices to increase its exposure to the performance of a recognized securities
index.
Securities index options have
characteristics and risks similar to those of securities options, as discussed herein. Certain securities index options are traded in
the OTC market and involve liquidity and credit risks that may not be present in the case of exchange-traded securities index options.
Options
on Foreign Currencies. A Fund may write (sell) and purchase covered call and put options on foreign currencies for hedging or non-hedging
purposes. A Fund may use options on foreign currencies to protect against decreases in the U.S. dollar value of securities held or increases
in the U.S. dollar cost of securities to be acquired by the Fund or to protect the U.S. dollar equivalent of dividends, interest, or other
payments on those securities. In addition, a Fund may write and purchase covered call and put options on foreign currencies for non-hedging
purposes (e.g., when the Manager anticipates that a foreign currency will appreciate or depreciate in value, but securities denominated
in that currency do not present attractive investment opportunities and are not held in the Fund’s investment portfolio). A Fund
may write covered call and put options on any currency in order to realize greater income than would be realized on portfolio securities
alone.
Currency options have characteristics
and risks similar to those of securities options, as discussed herein. Certain options on foreign currencies are traded on the OTC market
and involve liquidity and credit risks that may not be present in the case of exchange-traded currency options.
Forward
Foreign Currency Transactions. A Fund may enter into contracts for the purchase or sale of a specific currency at a future date,
which may be any fixed number of days in excess of two days from the date of the contract agreed upon by the parties, at a price set at
the time of the contract (“forward currency contracts”) for hedging or non-hedging purposes. A Fund also may engage in foreign
currency transactions on a spot basis (i.e., cash transaction that results in actual delivery within two days) at the spot rate prevailing
in the foreign currency market.
A Fund may enter into forward
currency contracts in an attempt to hedge against changes in prevailing currency exchange rates (i.e., as a means of establishing more
definitely the effective return on, or the purchase price of, securities denominated in foreign currencies). A Fund may also enter into
forward currency contracts to protect against decreases in the U.S. dollar value of securities held or increases in the U.S. dollar cost
of securities to be acquired by a Fund or to protect the U.S. dollar equivalent of dividends, interest, or other payments on those securities.
In addition, a Fund may enter into forward currency contracts for non-hedging purposes when the Manager anticipates that a foreign currency
will appreciate or depreciate in value, but securities denominated in that currency do not present attractive investment opportunities
and are not held in the Fund’s investment portfolio. The cost to a Fund of engaging in forward currency contracts varies with factors
such as the currency involved, the length of the contract period, and the market conditions then prevailing.
Sellers or purchasers of forward
currency contracts can enter into offsetting closing transactions, similar to closing transactions on futures, by purchasing or selling,
respectively, an instrument identical to the instrument sold or bought, respectively. Secondary markets generally do not exist for forward
currency contracts, however, with the result that closing transactions generally can be made for forward currency contracts only by negotiating
directly with the counterparty. Thus, there can be no assurance that a Fund will in fact be able to close out a forward currency contract
at a favorable price prior to maturity. In addition, in the event of insolvency of the counterparty, a Fund might be unable to close out
a forward currency contract at any time prior to maturity. In either event, the Fund would continue to be subject to market risk with
respect to the position, and would continue to be required to maintain a position in the securities or currencies that are the subject
of the hedge or to maintain cash or securities.
The precise matching of forward
currency contract amounts and the value of the securities involved generally will not be possible because the value of such securities,
measured in the foreign currency, will change after the forward currency contract has been established. Thus, a Fund might need to purchase
or sell foreign currencies in the spot (cash) market to the extent such foreign currencies are not covered by forward currency contracts.
The projection of short-term currency market movements is extremely difficult, and the successful execution of a short-term hedging strategy
is highly uncertain.
The Manager believes that
the use of foreign currency hedging techniques, including “proxy-hedges,” can provide significant protection of NAV in the
event of a general increase or decrease in the value of the U.S. dollar against foreign currencies. For example, the return available
from securities denominated in a particular foreign currency would decline if the value of the U.S. dollar increased against that currency.
Such a decline could be partially or completely offset by an increase in the value of a hedge involving a forward currency contract to
sell that foreign currency or a proxy-hedge involving a forward currency contract to sell a different foreign currency whose behavior
is expected to resemble the behavior of the currency in which the securities being hedged are denominated but which is available on more
advantageous terms.
However, a hedge or a proxy-hedge
cannot protect against exchange rate risks perfectly and, if the Manager is incorrect in its judgment of future exchange rate relationships,
a Fund could be in a less advantageous position than if such a hedge had not been established. If a Fund uses proxy-hedging, it may experience
losses on both the currency in which it has invested and the currency used for hedging if the two currencies do not vary with the expected
degree of correlation. Using forward currency contracts to protect the value of a Fund’s securities against a decline in the value
of a currency does not eliminate fluctuations in the prices of the underlying securities. A Fund may experience delays in the settlement
of its foreign currency transactions.
Forward currency contracts
in which a Fund may engage include foreign exchange forwards. The consummation of a foreign exchange forward requires the actual exchange
of the principal amounts of the two currencies in the contract (i.e., settlement on a physical basis). Because foreign exchange forwards
are physically settled through an exchange of currencies, they are traded in the interbank market directly between currency traders (usually
large commercial banks) and their customers. A foreign exchange forward generally has no deposit requirement, and no commissions are charged
at any stage for trades; foreign exchange dealers realize a profit based on the difference (the spread) between the prices at which they
are buying and the prices at which they are selling various currencies. When a Fund enters into a foreign exchange forward, it relies
on the counterparty to make or take delivery of the underlying currency at the maturity of the contract. Failure by the counterparty to
do so would result in the loss of any expected benefit of the transaction.
A Fund may be required to
obtain the currency that it must deliver under the foreign exchange forward through the sale of portfolio securities denominated in such
currency or through conversion of other assets of the Fund into such currency. When a Fund engages in foreign currency transactions for
hedging purposes, it will not enter into foreign exchange forwards to sell currency or maintain a net exposure to such contracts if their
consummation would obligate the Fund to deliver an amount of foreign currency materially in excess of the value of its portfolio securities
or other assets denominated in that currency.
Forward currency contracts
in which a Fund may engage also include non-deliverable forwards (“NDFs”). NDFs are cash-settled, short-term forward contracts
on foreign currencies (each a “Reference Currency”) that are non-convertible and that may be thinly traded or illiquid.
NDFs involve an obligation to pay an amount (the “Settlement Amount”) equal to the difference between the prevailing market
exchange rate for the Reference Currency and the agreed upon exchange rate (the “NDF Rate”), with respect to an agreed notional
amount. NDFs have a fixing date and a settlement (delivery) date. The fixing date is the date and time at which the difference between
the prevailing market exchange rate and the agreed upon exchange rate is calculated. The settlement (delivery) date is the date by which
the payment of the Settlement Amount is due to the party receiving payment.
Although NDFs are similar
to forward exchange forwards, NDFs do not require physical delivery of the Reference Currency on the settlement date. Rather, on the settlement
date, the only transfer between the counterparties is the monetary settlement amount representing the difference between the NDF Rate
and the prevailing market exchange rate. NDFs typically may have terms from one month up to two years and are settled in U.S. dollars.
NDFs are subject to many of
the risks associated with derivatives in general and forward currency transactions, including risks associated with fluctuations in foreign
currency and the risk that the counterparty will fail to fulfill its obligations. Although NDFs have historically been traded OTC, in
the future, pursuant to the Dodd-Frank Act, they may be exchange-traded. Under such circumstances, they may be centrally cleared and a
secondary market for them will exist. With respect to NDFs that are centrally-cleared, an investor could lose margin payments it has deposited
with the clearing organization as well as the net amount of gains not yet paid by the clearing organization if the clearing organization
breaches its obligations under the NDF, becomes insolvent or goes into bankruptcy. In the event of bankruptcy of the clearing organization,
the investor may be entitled to the net amount of gains the investor is entitled to receive plus the return of margin owed to it only
in proportion to the amount received by the clearing organization’s other customers, potentially resulting in losses to the investor.
Even if some NDFs remain traded OTC, they will be subject to margin requirements for uncleared swaps and counterparty risk common to other
swaps, as discussed below.
A Fund may purchase securities
of an issuer domiciled in a country other than the country in whose currency the securities are denominated.
Swap
Agreements. A Fund may enter into swap agreements to manage or gain exposure to particular types of investments (including commodities,
equity securities, interest rates or indices of equity securities in which the Fund otherwise could not invest efficiently) or to help
enhance the value of its portfolio. A Fund may also enter into other types of swap agreements, including total return swaps, asset swaps,
currency swaps and credit default swaps, and may write (sell) and purchase options thereon for hedging and non-hedging purposes.
Swap agreements historically
have been individually negotiated and structured to include exposure to a variety of different types of investments or market factors.
Swap agreements are two party contracts entered into primarily by institutional investors. Swap agreements can vary in term like other
fixed-income investments. Most swap agreements are currently traded over-the-counter. In a standard “swap” transaction,
two parties agree to exchange one or more payments based, for example, on the returns (or differentials in rates of return) earned or
realized on particular predetermined investments or instruments (such as securities, indices, or other financial or economic interests).
The gross payments to be exchanged (or “swapped”) between the parties are calculated with respect to a notional amount,
which is the predetermined dollar principal of the trade representing the hypothetical underlying quantity upon which payment obligations
are computed. If a swap agreement provides for payment in different currencies, the parties may agree to exchange the principal amount.
A swap also includes an instrument that is dependent on the occurrence, nonoccurrence or the extent of the occurrence of an event or contingency
associated with a potential financial, economic or commercial consequence, such as a credit default swap.
Depending on how they are
used, swap agreements may increase or decrease the overall volatility of a Fund’s investments and its share price and yield. Swap
agreements are subject to liquidity risk, meaning that a Fund may be unable to sell a swap agreement to a third party at a favorable price.
Swap agreements may involve leverage and may be highly volatile; depending on how they are used, they may have a considerable impact on
a Fund’s performance. The risks of swap agreements depend upon a Fund’s ability to terminate its swap agreements or reduce
its exposure through offsetting transactions. Swaps are highly specialized instruments that require investment techniques and risk analyses
different from those associated with stocks, bonds, and other traditional investments.
Some swaps currently are,
and more in the future will be, centrally cleared. Swaps that are centrally cleared are subject to the creditworthiness of the clearing
organization involved in the transaction. For example, an investor could lose margin payments it has deposited with its futures commission
merchant as well as the net amount of gains not yet paid by the clearing organization if the clearing organization becomes insolvent or
goes into bankruptcy. In the event of bankruptcy of the clearing organization, the investor may be entitled to the net amount of gains
the investor is entitled to receive plus the return of margin owed to it only in proportion to the amount received by the clearing organization’s
other customers, potentially resulting in losses to the investor.
To the extent a swap is not
centrally cleared, the use of a swap involves the risk that a loss may be sustained as a result of the insolvency or bankruptcy of the
counterparty or the failure of the counterparty to make required payments or otherwise comply with the terms of the agreement. If a counterparty’s
creditworthiness declines, the value of the swap might decline, potentially resulting in losses to a Fund. Changing conditions in a particular
market area, whether or not directly related to the referenced assets that underlie the swap agreement, may have an adverse impact on
the creditworthiness of the counterparty. If a default occurs by the counterparty to such a transaction, a Fund may have contractual remedies
pursuant to the agreements related to the transaction.
Following the passage of the
Dodd-Frank Act and promulgation of related CFTC regulations, U.S. swap markets have undergone substantial change in recent years. Reporting
and recordkeeping requirements are now required for all swap transactions in the U.S., and certain swaps may also be subject to margin,
clearing and trade execution mandates, among other regulatory obligations. Regulations adopted by the CFTC, SEC and prudential regulators
may require certain Fund counterparties to post and collect margin on OTC swaps, and exchanges also have minimum margin requirements for
exchange-traded and cleared swaps.
The prudential regulators
issued final rules that require banks subject to their supervision to exchange variation and initial margin in respect of their obligations
arising under OTC swap agreements with certain of their counterparties. The CFTC adopted similar rules that apply to CFTC-registered swap
dealers that are not banks. Such rules generally require a Fund to set aside additional eligible assets in order to meet the new variation
and initial margin requirements when they enter into OTC swap agreements. The European Supervisory Authorities (“ESA”),
various national regulators in Europe, the Australian Securities & Investment Commission, the Japanese Financial Services Agency and
the Canadian Office of the Superintendent of Financial Institutions adopted rules and regulations that are similar to that of the U.S.
prudential regulators. All such variation and initial margin requirements are now effective. Due to these regulations, a Fund may be required
by its swap dealer counterparties to enter into additional documentation (including ISDA Credit Support Annexes), and post and collect
margin related to its swap agreements.
CFTC regulations now also
allow for the minimum transfer amount (“MTA”) of initial and variation margin to apply separately to each separately managed
investment account or sleeve (“SMA”) that an asset manager is responsible for, rather than having to calculate the MTA across
all accounts of the Fund or other counterparty. An SMA’s MTA may be calculated separately from other SMAs of the same legal entity
so long as it meets the following conditions: (1) the SMA is managed by an asset manager and is governed by an investment management agreement,
pursuant to which the SMA owner has granted the asset manager authority with respect to certain of the owner’s assets; (2) swaps
are entered into by the asset manager on behalf of the SMA pursuant to the investment management agreement; (3) the swaps of such SMA
are subject to a master netting agreement that does not permit netting of initial or variation margin obligations across SMAs of the legal
entity that have swaps outstanding with the applicable swap dealer; and (4) the MTA is no greater than $50,000 for each applicable SMA.
As of the date of this SAI, the prudential regulators have not provided similar relief, although swaps dealers subject to a prudential
regulator are expected to act in a manner consistent with the relief provided by the CFTC.
Regulations adopted by the
prudential regulators require certain banks to include in a range of financial contracts, including swap agreements, terms delaying or
restricting default, termination and other rights in the event that the bank and/or its affiliates become subject to certain types of
resolution or insolvency proceedings. The regulations could limit a Fund’s ability to exercise a range of cross-default rights
if its counterparty, or an affiliate of the counterparty, is subject to bankruptcy or similar proceedings. Such regulations could further
negatively impact a Fund’s use of swaps.
Swap agreements can take many
different forms and are known by a variety of names including, but not limited to, interest rate swaps, mortgage swaps, total return swaps,
inflation swaps, asset swaps (where parties exchange assets, typically a debt security), currency swaps, equity swaps, credit default
swaps, commodity-linked swaps, and contracts for differences. A Fund may also write (sell) and purchase options on swaps (swaptions).
Interest
Rate Swaps, Mortgage Swaps, and Interest Rate “Caps,” “Floors,” and “Collars.” In a typical
interest rate swap agreement, one party agrees to make regular payments equal to a floating rate on a specified amount in exchange for
payments equal to a fixed rate, or a different floating rate, on the same amount for a specified period. Mortgage swap agreements are
similar to interest rate swap agreements, except the notional principal amount is tied to a reference pool of mortgages or index of mortgages.
In an interest rate cap or floor, one party agrees, usually in return for a fee, to make payments under particular circumstances. For
example, the purchaser of an interest rate cap has the right to receive payments to the extent a specified interest rate exceeds an agreed
level; the purchaser of an interest rate floor has the right to receive payments to the extent a specified interest rate falls below an
agreed level. An interest rate collar entitles the purchaser to receive payments to the extent a specified interest rate falls outside
an agreed range.
Among other techniques, a
Fund may use interest rate swaps to offset declines in the value of fixed income securities held by the Fund. In such an instance, a Fund
may agree with a counterparty to pay a fixed rate (multiplied by a notional amount) and the counterparty to pay a floating rate multiplied
by the same notional amount. If long-term interest rates rise, resulting in a diminution in the value of a Fund’s portfolio, the
Fund would receive payments under the swap that would offset, in whole or in part, such diminution in value; if interest rates fall, the
Fund would likely lose money on the swap transaction. A Fund may also enter into constant maturity swaps, which are a variation of the
typical interest rate swap. Constant maturity swaps are exposed to changes in long-term interest rate movements.
Total
Return Swaps. A Fund may enter into total return swaps (“TRS”) to obtain exposure to a security or market without
owning or taking physical custody of such security or market. A Fund may be either a total return receiver or a total return payer. Generally,
the total return payer sells to the total return receiver an amount equal to all cash flows and price appreciation on a defined security
or asset payable at periodic times during the swap term (i.e., credit risk) in return for a periodic payment from the total return receiver
based on a designated index (e.g., the Secured Overnight Financing Rate, known as SOFR) and spread, plus the amount of any price depreciation
on the reference security or asset. The total return payer does not need to own the underlying security or asset to enter into a total
return swap. The final payment at the end of the swap term includes final settlement of the current market price of the underlying reference
security or asset, and payment by the applicable party for any appreciation or depreciation in value. Usually, collateral must be posted
by the total return receiver to secure the periodic interest-based and market price depreciation payments depending on the credit quality
of the underlying reference security and creditworthiness of the total return receiver, and the collateral amount is marked-to-market
daily equal to the market price of the underlying reference security or asset between periodic payment dates.
TRS may effectively add leverage
to a Fund’s portfolio because, in addition to its net assets, the Fund would be subject to investment exposure on the notional
amount of the swap. If a Fund is the total return receiver in a TRS, then the credit risk for an underlying asset is transferred to the
Fund in exchange for its receipt of the return (appreciation) on that asset. If a Fund is the total return payer, it is hedging the downside
risk of an underlying asset but it is obligated to pay the amount of any appreciation on that asset.
Inflation
Swaps. In an inflation swap, one party agrees to pay the cumulative percentage increase in a price index, such as the Consumer
Price Index, over the term of the swap (with some lag on the referenced inflation index) and the other party agrees to pay a compounded
fixed rate. Inflation swaps may be used to protect a Fund’s NAV against an unexpected change in the rate of inflation measured
by an inflation index.
Currency
Swaps. A currency swap involves the exchange by a Fund and another party of the cash flows on a notional amount of two or more
currencies based on the relative value differential among them, such as exchanging a right to receive a payment in foreign currency for
the right to receive U.S. dollars. A Fund may enter into currency swaps (where the parties exchange their respective rights to make or
receive payments in specified currencies). Currency swap agreements may be entered into on a net basis or may involve the delivery of
the entire principal value of one designated currency in exchange for the entire principal value of another designated currency. In such
cases, the entire principal value of a currency swap is subject to the risk that the counterparty will default on its contractual delivery
obligations.
Equity
Swaps. Equity swaps are contracts that allow one party to exchange the returns, including any dividend income, on an equity security
or group of equity securities for another payment stream. Under an equity swap, payments may be made at the conclusion of the equity swap
or periodically during its term. A Fund may enter into equity swaps. An equity swap may be used to invest in a market without owning or
taking physical custody of securities in circumstances in which direct investment may be restricted for legal reasons or is otherwise
deemed impractical or disadvantageous. Furthermore, equity swaps may be illiquid and a Fund may be unable to terminate its obligations
when desired. In addition, the value of some components of an equity swap (such as the dividends on a common stock) may also be sensitive
to changes in interest rates.
Credit
Default Swaps. In a credit default swap, the credit default protection buyer makes periodic payments, known as premiums, to the
credit default protection seller. In return, the credit default protection seller will make a payment to the credit default protection
buyer upon the occurrence of a specified credit event. A credit default swap can refer to a single issuer or asset, a basket of issuers
or assets or index of assets, each known as the reference entity or underlying asset. A Fund may act as either the buyer or the seller
of a credit default swap. A Fund may buy or sell credit default protection on a basket of issuers or assets, even if a number of the underlying
assets referenced in the basket are lower-quality debt securities. In an unhedged credit default swap, a Fund buys credit default protection
on a single issuer or asset, a basket of issuers or assets or index of assets without owning the underlying asset or debt issued by the
reference entity. Credit default swaps involve greater and different risks than investing directly in the referenced asset, because, in
addition to market risk, credit default swaps include liquidity, counterparty and operational risk.
Credit default swaps allow
a Fund to acquire or reduce credit exposure to a particular issuer, asset or basket of assets. If a swap agreement calls for payments
by a Fund, the Fund must be prepared to make such payments when due. If a Fund is the credit default protection seller, the Fund will
experience a loss if a credit event occurs and the credit of the reference entity or underlying asset has deteriorated. If a Fund is the
credit default protection buyer, the Fund will be required to pay premiums to the credit default protection seller. In the case of a physically
settled credit default swap in which a Fund is the protection seller, the Fund must be prepared to pay par for and take possession of
debt of a defaulted issuer delivered to the Fund by the credit default protection buyer. Any loss would be offset by the premium payments
the Fund receives as the seller of credit default protection.
Commodity-Linked
Swaps. Commodity-linked swaps are two party contracts in which the parties agree to exchange the return or interest rate on one
instrument for the return of a particular commodity, commodity index or commodity futures or options contract. The payment streams are
calculated by reference to an agreed upon notional amount. A one-period swap contract operates in a manner similar to a forward or futures
contract because there is an agreement to swap a commodity for cash at only one forward date. A Fund may engage in swap transactions that
have more than one period and therefore more than one exchange of payments. A Fund may invest in total return commodity swaps to gain
exposure to the overall commodity markets. In a total return commodity swap, a Fund will receive the price appreciation of a commodity
index, a portion of the index, or a single commodity in exchange for paying an agreed-upon fee. If a commodity swap is for one period,
a Fund will pay a fixed fee, established at the outset of the swap. However, if the term of a commodity swap is more than one period,
with interim swap payments, a Fund will pay an adjustable or floating fee. With “floating” rate, the fee is pegged to a
base rate such as SOFR, and is adjusted each period. Therefore, if interest rates increase over the term of the swap contract, a Fund
may be required to pay a higher fee at each swap reset date.
Contracts
for Differences. A Fund may purchase contracts for differences (“CFDs”). A CFD is a form of equity swap in which
its value is based on the fluctuating value of some underlying instrument (e.g., a single security, stock basket or index). A CFD is a
privately negotiated contract between two parties, buyer and seller, stipulating that the seller will pay to or receive from the buyer
the difference between the nominal value of the underlying instrument at the opening of the contract and that instrument’s value
at the end of the contract. The buyer and seller are both required to post margin, which is adjusted daily, and adverse market movements
against the underlying instrument may require the buyer to make additional margin payments. The buyer will also pay to the seller a financing
rate on the notional amount of the capital employed by the seller less the margin deposit. A CFD is usually terminated at the buyer’s
initiative.
A CFD can be set up to take
either a short or long position on the underlying instrument and enables a Fund to potentially capture movements in the share prices of
the underlying instrument without the need to own the underlying instrument. By entering into a CFD transaction, a Fund could incur losses
because it would face many of the same types of risks as owning the underlying instrument directly.
As with other types of swap
transactions, CFDs also carry counterparty risk, which is the risk that the counterparty to the CFD transaction may be unable or unwilling
to make payments or to otherwise honor its financial obligations under the terms of the contract, that the parties to the transaction
may disagree as to the meaning or application of contractual terms, or that the instrument may not perform as expected. If the counterparty
were to do so, the value of the contract, and of a Fund’s shares, may be reduced.
Options
on Swaps (Swaptions). A swaption is an option to enter into a swap agreement. The purchaser of a swaption pays a premium for the
option and obtains the right, but not the obligation, to enter into an underlying swap on agreed-upon terms. The seller of a swaption,
in exchange for the premium, becomes obligated (if the option is exercised) to enter into an underlying swap on agreed-upon terms. Depending
on the terms of the particular option agreement, a Fund generally will incur a greater degree of risk when it writes a swaption than when
it purchases a swaption. When a Fund purchases a swaption, it risks losing only the amount of the premium it has paid should it decide
to let the option expire unexercised.
Combined
Transactions. A Fund may enter into multiple transactions, which may include multiple options transactions, multiple interest rate
transactions and any combination of options and interest rate transactions, instead of a single Financial Instrument, as part of a single
or combined strategy when, in the judgment of the Manager, it is in the best interests of the Fund to do so. A combined transaction will
usually contain elements of risk that are present in each of its component transactions. Although a Fund will normally enter into combined
transactions based on the Manager’s judgment that the combined transactions will reduce risk or otherwise more effectively achieve
the desired portfolio management goal, it is possible that the combined transactions will instead increase risk or hinder achievement
of the desired portfolio management goal.
Regulatory
Limitations on Using Futures, Options on Futures, and Swaps. The CFTC has adopted regulations that subject registered investment
companies and/or their investment advisors to regulation by the CFTC if the registered investment company invests more than a prescribed
level of its NAV in commodity futures, options on commodities or commodity futures, swaps, or other financial instruments regulated under
the Commodity Exchange Act, or if the registered investment company is marketed as a vehicle for obtaining exposure to such commodity
interests.
As discussed in more detail
below, the Manager has claimed an exclusion from CPO registration pursuant to CFTC Rule 4.5, with respect to all of the Funds. To remain
eligible for this exclusion, a Fund must comply with certain limitations, including limits on trading in commodity interests, and restrictions
on the manner in which the Fund markets its commodity interests trading activities. These limitations may restrict a Fund’s ability
to pursue its investment strategy, increase the costs of implementing its strategy, increase its expenses and/or adversely affect its
total return.
To qualify for the CFTC Rule
4.5 exclusion, a Fund is permitted to engage in unlimited “bona fide hedging” (as defined by the CFTC), but if a Fund uses
commodity interests other than for bona fide hedging purposes, the aggregate initial margin and premiums required to establish these positions,
determined at the time the most recent position was established, may not exceed 5% of the Fund’s NAV (after taking into account
unrealized profits and unrealized losses on any such positions and excluding the amount by which options that are “in-the-money”
at the time of purchase are “in-the-money”) or, alternatively, the aggregate net notional value of non-bona fide hedging
commodity interest positions, determined at the time the most recent position was established, may not exceed 100% of the Fund’s
NAV (after taking into account unrealized profits and unrealized losses on any such positions). In addition to complying with these de
minimis trading limitations, to qualify for the exclusion, a Fund must satisfy a marketing test, which requires, among other things, that
a Fund not hold itself out as a vehicle for trading commodity interests.
A Fund may be exposed to commodity
interests indirectly in excess of the de minimis trading limitations described above. Such exposure may result from a Fund’s investment
in other investment vehicles, such as real estate investment trusts, collateralized loan obligations, collateralized debt obligations
and other securitization vehicles that may invest directly in commodity interests. These investment vehicles are referred to collectively
as “underlying investment vehicles.” The CFTC treats a fund as a commodity pool whether it invests in commodity interests
directly or indirectly through its investments in underlying investment vehicles. The CFTC staff has issued a no-action letter permitting
the manager of a fund that invests in such underlying investment vehicles to defer registering as a CPO or claiming the exclusion from
the CPO definition until six months from the date on which the CFTC issues additional guidance on the application of the calculation of
the de minimis trading limitations in the context of the CPO exemption in CFTC Regulation 4.5 (the “Deadline”). Such guidance
is expected to clarify how to calculate compliance with the de minimis trading limitations given a fund’s investments in underlying
investment vehicles that may cause the fund to be deemed to be indirectly trading commodity interests. The Manager has filed the required
notice to claim this no-action relief with respect to each Fund. In addition, the Manager has claimed an exclusion (under CFTC Regulation
4.5) from the CPO definition with respect to each Fund. As a result, at this time the Manager is not required to register as a CPO with
respect to any Fund and need not generally comply with the regulatory requirements otherwise applicable to a registered CPO. Prior to
the Deadline, however, the Manager will determine with respect to each Fund whether it must operate as a registered CPO or whether it
can rely on an exemption or exclusion from the CPO definition. If the Manager determines that it can rely on the exclusion in CFTC Regulation
4.5 with respect to a Fund, then the Manager, in its management of that Fund, will comply with one of the two alternative de minimis trading
limitations in that regulation. Complying with the de minimis trading limitations may restrict the Manager’s ability to use derivatives
as part of a Fund’s investment strategies. Although the Manager believes that it will be able to execute each Fund’s investment
strategies within the de minimis trading limitations, a Fund’s performance could be adversely affected. If the Manager determines
that it cannot rely on the exclusion in CFTC Regulation 4.5 with respect to a Fund, then the Manager will serve as a registered CPO with
respect to that Fund. CPO regulation would increase the regulatory requirements to which a Fund is subject and it is expected that it
would increase costs for a Fund.
Pursuant to authority granted
under the Dodd-Frank Act, the U.S. Treasury Department issued a notice of final determination stating that foreign exchange forwards and
foreign exchange swaps, as defined in the Dodd-Frank Act and described above, should not be considered swaps for most purposes. Thus,
foreign exchange forwards and foreign exchange swaps are not deemed to be commodity interests. Therefore, if the Manager determines that
it can rely on the exclusion in CFTC Regulation 4.5 with respect to a Fund, the Fund may enter into foreign exchange forwards and foreign
exchange swaps without such transactions counting against the de minimis trading limitations discussed above. Notwithstanding the U.S.
Treasury Department determination, foreign exchange forwards and foreign exchange swaps (1) must be reported to swap data repositories,
(2) may be subject to business conduct standards, and (3) are subject to antifraud and anti-manipulation proscriptions of swap execution
facilities. In addition, for purposes of determining whether any Fund may be subject to initial margin requirements for uncleared swaps,
the average daily aggregate notional amount of a foreign exchange forward or a foreign exchange swap must be included in the calculation
of whether such Fund has a “material swaps exposure” as defined in the regulations.
In addition, pursuant to the
Dodd-Frank Act and regulations adopted by the CFTC in connection with implementing the Dodd-Frank Act, NDFs are deemed to be commodity
interests, including for purposes of amended CFTC Regulation 4.5, and are subject to the full array of regulations under the Dodd-Frank
Act. Therefore, if the Manager determines that it can rely on the exclusion in CFTC Regulation 4.5 with respect to a Fund, the Fund will
limit its investment in NDFs as discussed above.
The staff of the CFTC has
issued guidance providing that, for purposes of determining compliance with CFTC Regulation 4.5, and the de minimis trading limitations
discussed above, swaps that are centrally-cleared on the same clearing organization may be netted where appropriate, but no such netting
is permitted for uncleared swaps. To the extent some NDFs remain traded OTC and are not centrally-cleared, the absolute notional value
of all such transactions, rather than the net notional value, would be counted against the de minimis trading limitations discussed above.
General
Risks of Financial Instruments. The primary risks in using Financial Instruments are: (1) imperfect correlation or no correlation
between changes in market value of the securities or currencies held or to be acquired by a Fund and the prices of Financial Instruments;
(2) possible lack of a liquid secondary market for Financial Instruments and the resulting inability to close out Financial Instruments
when desired; (3) the fact that the skills needed to use Financial Instruments are different from those needed to select a Fund’s
securities; (4) the fact that, although use of Financial Instruments for hedging purposes can reduce the risk of loss, they also
can reduce the opportunity for gain, or even result in losses, by offsetting favorable price movements in hedged investments; (5) the
possible inability of a Fund to purchase or sell a portfolio security at a time that would otherwise be favorable for it to do so, or
the possible need for a Fund to sell a portfolio security at a disadvantageous time; and (6) when traded on non-U.S. exchanges, Financial
Instruments may not be regulated as rigorously as in the United States. There can be no assurance that a Fund’s use of Financial
Instruments will be successful.
In addition, Financial Instruments
may contain leverage to magnify the exposure to the underlying asset or assets.
A
Fund’s use of Financial Instruments may be limited by the provisions of the Code and U.S. Treasury Department regulations, with
which it must comply to qualify or to continue to qualify as a RIC. See “Additional Tax Information.” Financial Instruments
may not be available with respect to some currencies, especially those of so-called emerging market countries.
Policies
and Limitations. When hedging, the Manager intends to reduce the risk of imperfect correlation by investing only in Financial Instruments
whose behavior is expected to resemble or offset that of a Fund’s underlying securities or currency. The Manager intends to reduce
the risk that a Fund will be unable to close out Financial Instruments by entering into such transactions only if the Manager believes
there will be an active and liquid secondary market.
Illiquid
Securities. Generally, an illiquid security is any investment that may not reasonably be expected to be sold or disposed of
in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of
the investment. Illiquid securities may include unregistered or other restricted securities and repurchase agreements maturing in greater
than seven days. Illiquid securities may also include commercial paper under Section 4(a)(2) of the 1933 Act, and Rule 144A securities
(restricted securities that may be traded freely among qualified institutional buyers pursuant to an exemption from the registration requirements
of the securities laws); these securities are considered illiquid unless the Manager determines they are liquid. Most such securities
held by the Funds are deemed liquid. Generally, foreign securities freely tradable in their principal market are not considered restricted
or illiquid, even if they are not registered in the United States. Illiquid securities may be difficult for a Fund to value or dispose
of due to the absence of an active trading market. The sale of some illiquid securities by a Fund may be subject to legal restrictions,
which could be costly to the Fund.
Policies
and Limitations. For the Funds’ policies and limitations on illiquid securities, see “Investment Policies and Limitations
-- Illiquid Securities” above.
Indexed
Securities. A Fund may invest in indexed securities whose values are linked to currencies, interest rates, commodities, indices,
or other financial indicators, domestic or foreign. Most indexed securities are short- to intermediate-term fixed income securities whose
values at maturity or interest rates rise or fall according to the change in one or more specified underlying instruments. The value of
indexed securities may increase or decrease if the underlying instrument appreciates, and they may have return characteristics similar
to direct investment in the underlying instrument. An indexed security may be more volatile than the underlying instrument itself.
Inflation-Indexed
Securities. Inflation-indexed bonds are fixed income securities whose principal value or coupon (interest payment) is periodically
adjusted according to the rate of inflation. A Fund may invest in inflation-indexed securities issued in any country. Two structures are
common. The U.S. Treasury Department and some other issuers use a structure that accrues inflation into the principal value of the bond.
Other issuers pay out the index-based accruals as part of a semiannual coupon.
A Fund may invest in U.S.
Treasury Department inflation-indexed securities, formerly called “U.S. Treasury Inflation Protected Securities” (“U.S.
TIPS”), which are backed by the full faith and credit of the U.S. Government. The periodic adjustment of U.S. TIPS is currently
tied to the Consumer Price Index for All Urban Consumers (“CPI-U”), which is calculated by the Bureau of Labor Statistics,
which is part of the Labor Department. The CPI-U is a measurement of changes in the cost of living, made up of components such as housing,
food, transportation and energy. Inflation-indexed bonds issued by a non-U.S. government are generally adjusted to reflect a comparable
inflation index, calculated by that government. There can be no assurance that the CPI-U or any non-U.S. inflation index will accurately
measure the real rate of inflation in the prices of goods and services. In addition, there can be no assurance that the rate of inflation
in a non-U.S. country will be correlated to the rate of inflation in the United States. The three-month lag in calculating the CPI-U for
purposes of adjusting the principal value of U.S. TIPS may give rise to risks under certain circumstances.
Interest is calculated on
the basis of the current adjusted principal value. The principal value of inflation-indexed securities declines in periods of deflation,
but holders at maturity receive no less than par. However, if a Fund purchases inflation-indexed securities in the secondary market whose
principal values have been adjusted upward due to inflation since issuance, the Fund may experience a loss if there is a subsequent period
of deflation. If inflation is lower than expected during the period a Fund holds the security, the Fund may earn less on it than on a
conventional bond. A Fund may also invest in other inflation-related bonds which may or may not provide a guarantee of principal. If a
guarantee of principal is not provided, the adjusted principal value of the bond repaid at maturity may be less than the original principal
amount.
Because the coupon rate on
inflation-indexed securities is lower than fixed-rate U.S. Treasury Department securities, the CPI-U would have to rise at least to the
amount of the difference between the coupon rate of the fixed-rate U.S. Treasury Department issues and the coupon rate of the inflation-indexed
securities, assuming all other factors are equal, in order for such securities to match the performance of the fixed-rate U.S. Treasury
Department securities. Inflation-indexed securities are expected to react primarily to changes in the “real” interest rate
(i.e., the nominal (or stated) rate less the rate of inflation), while a typical bond reacts to changes in the nominal interest rate.
Accordingly, inflation-indexed securities have characteristics of fixed-rate U.S. Treasury Department securities having a shorter duration.
Changes in market interest rates from causes other than inflation will likely affect the market prices of inflation-indexed securities
in the same manner as conventional bonds.
Any increase in the principal
value of an inflation-indexed security is taxable in the year the increase occurs, even though its holders do not receive cash representing
the increase until the security matures. Because a Fund must distribute substantially all of its net investment income (including non-cash
income attributable to those principal value increases) and net realized gains to its shareholders each taxable year to continue to qualify
for treatment as a RIC and to minimize or avoid payment of federal income and excise taxes, a Fund may have to dispose of other investments
under disadvantageous circumstances to generate cash, or may be required to borrow, to satisfy its distribution requirements.
The U.S. Treasury Department
began issuing inflation-indexed bonds in 1997. Certain non-U.S. governments, such as the United Kingdom, Canada and Australia, have a
longer history of issuing inflation-indexed bonds, and there may be a more liquid market in certain of these countries for these securities.
Initial
Public Offerings (“IPO”). A Fund may invest in companies that have recently completed an initial public offering
(“IPO”). IPO issuers may have limited operating histories, may be subject to greater price volatility, and typically have
less publicly available information than more established companies. Securities of IPO issuers may experience significant price declines
after the initial offering period, including when lock-up agreements expire and additional shares become eligible for sale. There can
be no assurance that a Fund will be able to purchase IPO securities at favorable prices or that such securities will perform as expected.
Interfund
Lending. Pursuant to an exemptive order issued by the SEC and corresponding compliance procedures adopted by the Board of Trustees,
the Funds may lend money to, and borrow money from, each other and other Neuberger Funds, (“Neuberger Funds”) pursuant to
a master interfund lending agreement (“Interfund Lending Program”). Under the Interfund Lending Program, the Funds may lend
or borrow money for temporary purposes directly to or from one another or another Neuberger Fund (an “Interfund Loan”),
subject to meeting the conditions of the SEC exemptive order. All Interfund Loans consist only of uninvested cash reserves that the lending
fund otherwise would invest in short-term repurchase agreements or other short-term instruments.
If
a Fund has outstanding bank borrowings, any Interfund Loans to the Fund would: (a) be at an interest rate equal to or lower than that
of any outstanding bank loan, (b) be secured at least on an equal priority basis with at least an equivalent percentage of collateral
to loan value as any outstanding bank loan that requires collateral, (c) have a maturity no longer than any outstanding bank loan (and
in any event not over seven days), and (d) provide that, if an event of default occurs under any agreement evidencing an outstanding bank
loan to the Fund, that event of default will automatically (without need for action or notice by the lending fund) constitute an immediate
event of default under the Interfund Lending Program, entitling the lending fund to call the Interfund Loan (and exercise all rights with
respect to any collateral), and that such call will be made if the lending bank exercises its right to call its loan under its agreement
with the borrowing fund.
A
Fund may make an unsecured borrowing under the Interfund Lending Program if its outstanding borrowings from all sources immediately after
the borrowing under the Interfund Lending Program are equal to or less than 10% of its total assets, provided that, if the Fund has a
secured loan outstanding from any other lender, including but not limited to another fund, the Fund’s borrowing under the Interfund
Lending Program would be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value
as any outstanding loan that requires collateral. If a Fund’s total outstanding borrowings immediately after an interfund borrowing
under the Interfund Lending Program exceeded 10% of its total assets, the Fund may borrow through the Interfund Lending Program on a secured
basis only. A Fund may not borrow under the Interfund Lending Program or from any other source if its total outstanding borrowings immediately
after the borrowing would be more than 33-1/3% of its total assets.
No
Neuberger Fund may lend to another Neuberger Fund through the Interfund Lending Program if the loan would cause the lending fund’s
aggregate outstanding loans through the Interfund Lending Program to exceed 15% of its current net assets at the time of the loan. A Fund’s
Interfund Loans to any one fund shall not exceed 5% of the lending fund’s net assets. The duration of Interfund Loans would be
limited to the time required to receive payment for securities sold, but in no event more than seven days, and for purposes of this condition,
loans effected within seven days of each other will be treated as separate loan transactions. Each Interfund Loan may be called on one
business day’s notice by a lending fund and may be repaid on any day by a borrowing fund.
The
limitations detailed above and the other conditions of the SEC exemptive relief application permitting interfund lending are designed
to minimize the risks associated with interfund lending for both the lending fund and the borrowing fund. However, no borrowing or lending
activity is without risk. When a Fund borrows money from another fund, there is a risk that the Interfund Loan could be called on one
day’s notice or not renewed, in which case the Fund may have to borrow from a bank at higher rates or sell portfolio securities
if an Interfund Loan is not available from another fund. There can be no assurance than an Interfund Loan will be available to any Fund
either as a borrower or lender. Interfund Loans are subject to the risk that the borrowing fund could be unable to repay the loan when
due, and a delay in repayment to a lending fund could result in a lost opportunity or additional lending costs. No Fund may borrow more
than the amount permitted by its investment limitations.
Investments
by Funds of Funds or Other Large Shareholders. A Fund may experience large redemptions or investments due to transactions in
Fund shares by funds of funds, other large shareholders, or similarly managed accounts. While it is impossible to predict the overall
effect of these transactions over time, there could be an adverse impact on a Fund’s performance. In the event of such redemptions
or investments, a Fund could be required to sell securities or to invest cash at a time when it may not otherwise desire to do so. Such
transactions may increase a Fund’s brokerage and/or other transaction costs and affect the liquidity of a Fund’s portfolio.
In addition, when funds of funds or other investors own a substantial portion of a Fund’s shares, a large redemption by such an
investor could cause actual expenses to increase, or could result in the Fund’s current expenses being allocated over a smaller
asset base, leading to an increase in the Fund’s expense ratio. Redemptions of Fund shares could also accelerate a Fund’s
realization of capital gains (which would be taxable to its shareholders when distributed to them) if sales of securities needed to fund
the redemptions result in net capital gains. The impact of these transactions is likely to be greater when a fund of funds or other significant
investor purchases, redeems, or owns a substantial portion of a Fund’s shares. A high volume of redemption requests can impact
a Fund the same way as the transactions of a single shareholder with substantial investments.
Japanese
Investments. A Fund may invest in securities of Japanese issuers. The performance of a Fund may therefore be affected by events
influencing Japan’s social, political, and economic conditions, as well as the exchange rate between the Japanese yen and the U.S.
dollar. Japan’s economy fell into a long recession in the 1990s. After a few years of mild recovery in the mid-2000s, Japan’s
economy fell into another recession, as a result of the recent global economic crisis and has struggled with low growth rates since. This
economic recession was likely compounded by Japan’s massive government debt, the aging and shrinking of the population, low domestic
consumption, certain corporate structural weaknesses, government intervention and protectionism, and reliance on oil imports, which remain
some of the major long-term problems of the Japanese economy. In the longer term, Japan will have to address the effects of an aging population,
such as a shrinking workforce and higher welfare costs. To date, Japan has had restrictive immigration policies that, combined with other
demographic concerns, appear to be having a negative impact on the economy. Japan has recently embarked on a program of monetary loosening,
fiscal stimulus, and growth-oriented structural reform, which has generated early success in raising growth rates. However, the long term
potential of this strategy remains uncertain.
Overseas
trade is important to Japan’s economy and Japan’s economic growth is significantly driven by its exports. Japan is heavily
dependent on oil and other commodity imports, and higher commodity prices could therefore have a negative impact on the Japanese economy.
Global economic disruptions such as supply chain disruptions and geopolitical instability and other hostilities have significant impact
on the Japanese economy. International trade, particularly with the U.S., also impacts the growth of the Japanese economy, and trade policies
taken by the U.S. and other trade partners or adverse economic conditions in the U.S. or other trade partners may affect Japan and the
Fund’s investments. Domestic or foreign trade sanctions or other protectionist measures could harm Japan’s economy. Japan’s
growth prospects appear to be dependent on its export capabilities. Japan’s economic prospects may also be affected by the natural,
political and military situations of its near neighbors, notably North Korea, China, and Russia.
Currency
fluctuations, which have been significant at times, can have a considerable impact on exports and the overall Japanese economy. The Japanese
yen has fluctuated widely during recent periods. In addition, the yen has had a history of unpredictable and volatile movements against
the U.S. dollar. A weak yen is disadvantageous to U.S. shareholders investing in yen-denominated securities. A strong yen, however, could
be an impediment to strong continued exports and economic recovery because it makes Japanese goods sold in other countries more expensive
and reduces the value of foreign earnings repatriated to Japan.
Japan is located in a part
of the world that has historically been prone to natural disasters such as earthquakes, tsunamis, typhoons and volcanic eruptions, which
may have a significant impact on the business operations of Japanese companies in the affected regions and Japan’s economy. Japan
has one of the world’s highest population densities, with a significant percentage of its total population concentrated in the
metropolitan areas of Tokyo, Osaka, and Nagoya. A natural disaster centered in or very near to one of these cities could have a particularly
devastating effect on Japan’s financial markets. Japan also faces risks associated with climate change and transitioning to a lower-carbon
economy.
Leverage.
Each Fund may engage in transactions that have the effect of leverage. Although leverage creates an opportunity for increased total
return, it also can create special risk considerations. For example, leverage from borrowing may amplify changes in a Fund’s NAV.
Although the principal of such borrowings will be fixed, a Fund’s assets may change in value during the time the borrowing is outstanding.
Leverage from borrowing creates interest expenses for a Fund. To the extent the income derived from securities purchased with borrowed
funds is sufficient to cover the cost of leveraging, the net income of a Fund will be greater than it would be if leverage were not used.
Conversely, to the extent the income derived from securities purchased with borrowed funds is not sufficient to cover the cost of leveraging,
the net income of a Fund will be less than it would be if leverage were not used and, therefore, the amount (if any) available for distribution
to the Fund’s shareholders as dividends will be reduced. Reverse repurchase agreements, securities lending transactions, when-issued
and delayed-delivery transactions, certain Financial Instruments (as defined above), and short sales, among others, may create leverage.
Policies
and Limitations. For the Funds’ policies and limitations on borrowing, see “Investment Policies and Limitations --
Borrowing” above. In addition, each Fund may borrow to purchase securities needed to close out short sales entered into for hedging
purposes and to facilitate other hedging transactions.
Lower-Rated
Debt Securities. Lower-rated debt securities or “junk bonds” are those rated below the fourth highest category
(including those securities rated as low as D by S&P) or unrated securities of comparable quality. Securities rated below investment
grade are often considered to be speculative. These securities have poor protection with respect to the issuer’s capacity to pay
interest and repay principal. Lower-rated debt securities generally offer a higher current yield than that available for investment grade
issues with similar maturities, but they may involve significant risk under adverse conditions. In particular, adverse changes in general
economic conditions and in the industries in which the issuers are engaged and changes in the financial condition of the issuers are more
likely to cause price volatility and weaken the capacity of the issuer to make principal and interest payments than is the case for higher-grade
debt securities. These securities are susceptible to default or decline in market value due to real or perceived adverse economic and
business developments relating to the issuer, market interest rates and market liquidity. In addition, a Fund that invests in lower-quality
securities may incur additional expenses to the extent recovery is sought on defaulted securities. Because of the many risks involved
in investing in lower-rated debt securities, the success of such investments is dependent on the credit analysis of the Manager.
During periods of economic
downturn or rising interest rates, highly leveraged issuers may experience financial stress, which could adversely affect their ability
to make payments of interest and principal and increase the possibility of default. In addition, such issuers may not have more traditional
methods of financing available to them and may be unable to repay debt at maturity by refinancing. The risk of loss due to default by
such issuers is significantly greater because such securities frequently are unsecured and subordinated to the prior payment of senior
indebtedness.
At certain times in the past,
the market for lower-rated debt securities has expanded rapidly, and its growth generally paralleled a long economic expansion. In the
past, the prices of many lower-rated debt securities declined substantially, reflecting an expectation that many issuers of such securities
might experience financial difficulties. As a result, the yields on lower-rated debt securities rose dramatically. However, such higher
yields did not reflect the value of the income stream that holders of such securities expected, but rather the risk that holders of such
securities could lose a substantial portion of their value as a result of the issuers’ financial restructuring or defaults. There
can be no assurance that such declines will not recur.
The market for lower-rated
debt issues generally is thinner or less active than that for higher quality securities, which may limit a Fund’s ability to sell
such securities at fair value in response to changes in the economy or financial markets. Judgment may play a greater role in pricing
such securities than it does for more liquid securities. Adverse publicity and investor perceptions, whether or not based on fundamental
analysis, may also decrease the values and liquidity of lower rated debt securities, especially in a thinly traded market.
A Fund may invest in securities
whose ratings imply an imminent risk of default with respect to such payments. Issuers of securities in default may fail to resume principal
or interest payments, in which case a Fund may lose its entire investment.
See Appendix A for further
information about the ratings of debt securities assigned by S&P, Fitch, Inc., and Moody’s.
Policies
and Limitations. Mid Cap Intrinsic Value Portfolio may invest up to 15% of its net assets in corporate debt securities rated
below investment grade or Comparable Unrated Securities. Each Fund considers bonds rated by at least one NRSRO below the fourth highest
rating category to be lower-rated debt securities or “junk bonds.”
Subsequent
to its purchase by a Fund, an issue of debt securities may cease to be rated or its rating may be reduced, so that the securities would
no longer be eligible for purchase by that Fund. In such a case, Quality Equity Portfolio will engage in an orderly disposition
of the downgraded securities, and Short Duration Bond Portfolio will engage in an orderly disposition of the downgraded securities
or other securities to the extent necessary to ensure the Fund’s holdings that are considered by the Fund to be below investment
grade will not exceed 20% of its net assets. Each other Fund will engage in an orderly disposition of the downgraded securities to the
extent necessary to ensure that the Fund’s holdings of securities rated below investment grade and Comparable Unrated Securities
will not exceed 5% of its net assets (15% in the case of Mid Cap Intrinsic Value Portfolio).
Master
Limited Partnerships. Master limited partnerships (“MLPs”) are limited partnerships (or similar entities, such
as limited liability companies) in which the ownership units (e.g., limited partnership interests) are publicly traded. MLP units are
registered with the SEC and are freely traded on a securities exchange or in the OTC market. Many MLPs operate in oil and gas related
businesses, including energy processing and distribution. Many MLPs are pass-through entities that generally are taxed at the unitholder
level and are not subject to federal or state income tax at the entity level. Annual income, gains, losses, deductions and credits of
such an MLP pass-through directly to its unitholders. Distributions from an MLP may consist in part of a return of capital. Additionally,
since MLPs generally conduct business in multiple states, the Fund may be subject to income or franchise tax in each of the states in
which the partnership does business. The additional cost of preparing and filing the tax returns and paying the related taxes may adversely
impact the Fund’s return on its investment in MLPs. Generally, an MLP is operated under the supervision of one or more general
partners. Limited partners are not involved in the day-to-day management of an MLP.
Investing in MLPs involves
certain risks related to investing in their underlying assets and risks associated with pooled investment vehicles. MLPs holding credit-related
investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in
a particular industry or a particular geographic region are subject to risks associated with such industry or region. Investments held
by MLPs may be relatively illiquid, limiting the MLPs’ ability to vary their portfolios promptly in response to changes in economic
or other conditions. MLPs may have limited financial resources, their securities may trade infrequently and in limited volume, and they
may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies.
The risks of investing in
an MLP are generally those inherent in investing in a partnership as opposed to a corporation. For example, state law governing partnerships
is different than state law governing corporations. Accordingly, there may be fewer protections afforded investors in an MLP than investors
in a corporation. For example, although unitholders of an MLP are generally limited in their liability, similar to a corporation’s
shareholders, creditors typically have the right to seek the return of distributions made to unitholders if the liability in question
arose before the distributions were paid. This liability may stay attached to a unitholder even after it sells its units.
Policies
and Limitations. Under certain circumstances, an MLP could be deemed an investment company. If that occurred, a Fund’s investment
in the MLP’s securities would be limited by the 1940 Act. See “Securities of Other Investment Companies.”
Mortgage-Backed
Securities. Mortgage-backed securities, including residential and commercial mortgage-backed securities, represent direct or
indirect participations in, or are secured by and payable from, pools of mortgage loans. Those securities may be guaranteed by a U.S.
Government agency or instrumentality (such as by Ginnie Mae); issued and guaranteed by a government-sponsored stockholder-owned corporation,
though not backed by the full faith and credit of the United States (such as by Fannie Mae or Freddie Mac (collectively, the “GSEs”),
and described in greater detail below); or issued by fully private issuers. Private issuers are generally originators of and investors
in mortgage loans and include savings associations, mortgage bankers, commercial banks, investment bankers, and special purpose entities.
Private mortgage-backed securities may be backed by U.S. Government agency supported mortgage loans or some form of non-governmental credit
enhancement.
Government-related guarantors
(i.e., not backed by the full faith and credit of the U.S. Government) include Fannie Mae and Freddie Mac. Fannie Mae is a government-sponsored
corporation owned by stockholders. It is subject to general regulation by the Federal Housing Finance Authority (“FHFA”).
Fannie Mae purchases residential mortgages from a list of approved seller/servicers that include state and federally chartered savings
and loan associations, mutual savings banks, commercial banks, credit unions and mortgage bankers. Fannie Mae guarantees the timely payment
of principal and interest on pass-through securities that it issues, but those securities are not backed by the full faith and credit
of the U.S. Government.
Freddie Mac is a government-sponsored
corporation formerly owned by the twelve Federal Home Loan Banks and now owned by stockholders. Freddie Mac issues Participation Certificates
(“PCs”), which represent interests in mortgages from Freddie Mac’s national portfolio. Freddie Mac guarantees the
timely payment of interest and ultimate collection of principal on the PCs it issues, but those PCs are not backed by the full faith and
credit of the U.S. Government.
The U.S. Treasury Department
has historically had the authority to purchase obligations of Fannie Mae and Freddie Mac. However, in 2008, due to capitalization concerns,
Congress provided the U.S. Treasury Department with additional authority to lend the GSEs emergency funds and to purchase their stock.
In September 2008, those capital concerns led the U.S. Treasury Department and the FHFA to announce that the GSEs had been placed in conservatorship.
Since that time, the GSEs
have received significant capital support through U.S. Treasury Department preferred stock purchases as well as U.S. Treasury Department
and Federal Reserve purchases of their mortgage backed securities (“MBS”). While the MBS purchase programs ended in 2010,
the U.S. Treasury Department announced in December 2009 that it would continue its support for the entities’ capital as necessary
to prevent a negative net worth. However, no assurance can be given that the Federal Reserve, U.S. Treasury Department, or FHFA initiatives
will ensure that the GSEs will remain successful in meeting their obligations with respect to the debt and MBS they issue into the future.
In 2012, the FHFA initiated
a strategic plan to develop a program related to credit risk transfers intended to reduce Fannie Mae’s and Freddie Mac’s
overall risk through the creation of credit risk transfer assets (“CRTs”). CRTs come in two primary series: Structured Agency
Credit Risk (“STACRs”) for Freddie Mac and Connecticut Avenue Securities (“CAS”) for Fannie Mae, although
other series may be developed in the future. CRTs are typically structured as unsecured general obligations of either entities guaranteed
by a government-sponsored stockholder-owned corporation, though not backed by the full faith and credit of the United States (such as
by Fannie Mae or Freddie Mac (collectively, the “GSEs”) or special purpose entities), and their cash flows are based on
the performance of a pool of reference loans. Unlike traditional residential MBS securities, bond payments typically do not come directly
from the underlying mortgages. Instead, the GSEs either make the payments to CRT investors, or the GSEs make certain payments to the special
purpose entities and the special purpose entities make payments to the investors. In certain structures, the special purpose entities
make payments to the GSEs upon the occurrence of credit events with respect to the underlying mortgages, and the obligation of the special
purpose entity to make such payments to the GSE is senior to the obligation of the special purpose entity to make payments to the CRT
investors. CRTs are typically floating rate securities and may have multiple tranches with losses first allocated to the most junior or
subordinate tranche. This structure results in increased sensitivity to dramatic housing downturns, especially for the subordinate tranches.
Many CRTs also have collateral performance triggers (e.g., based on credit enhancement, delinquencies or defaults, etc.) that could shut
off principal payments to subordinate tranches. Generally, GSEs have the ability to call all of the CRT tranches at par in 10 years.
In addition, the future of
the GSEs is in serious question as the U.S. Government is considering multiple options, ranging on a spectrum from significant reform,
nationalization, privatization, consolidation, or abolishment of the entities. Congress is considering several pieces of legislation that
would reform the GSEs, proposing to address their structure, mission, portfolio limits, and guarantee fees, among other issues.
The
FHFA and the U.S. Treasury Department (through its agreement to purchase GSE preferred stock) have imposed strict limits on the size of
GSEs’ mortgage portfolios. In August 2012, the U.S. Treasury Department amended its preferred stock purchase agreements to provide
that the GSEs’ portfolios would be wound down at an annual rate of 15 percent (up from the previously agreed annual rate of 10
percent), requiring the GSEs to reach the $250 billion target by December 31, 2018. Fannie Mae and Freddie Mac were below the $250 billion
cap for year-end 2018. On December 21, 2017, a letter agreement between the U.S. Treasury Department and Fannie Mae and Freddie Mac changed
the terms of the senior preferred stock certificates to permit the GSEs each to retain a $3 billion capital reserve, quarterly. Under
the 2017 letter, each GSE paid a dividend to the U.S. Treasury Department equal to the amount that its net worth exceeded $3 billion at
the end of each quarter. On September 30, 2019, the U.S. Treasury Department and the FHFA, acting as conservator to Fannie Mae and Freddie
Mac, announced amendments to the respective senior preferred stock certificates that will permit the GSEs to retain earnings beyond the
$3 billion capital reserves previously allowed through the 2017 letter agreements. Fannie Mae and Freddie Mac are now permitted to maintain
capital reserves of $25 billion and $20 billion, respectively. In late 2020, the FHFA issued a new capital rule requiring Fannie Mae and
Freddie Mac to hold $283 billion in unadjusted total capital as of June 30, 2020, based on their assets at the time. On January 2, 2025,
the U.S. Treasury Department and the FHFA announced an agreement to amend the preferred stock purchase agreements between the U.S. Treasury
Department and each of the GSEs to help ensure that the eventual release of the GSEs from conservatorship will be orderly and to reflect
certain existing practices. Among other things, the agreement restores the U.S. Treasury Department’s previous right to consent
to a release of the GSEs from conservatorship.
Mortgage-backed securities
may have either fixed or adjustable interest rates. Tax or regulatory changes may adversely affect the mortgage securities market. In
addition, changes in the market’s perception of the issuer may affect the value of mortgage-backed securities. The rate of return
on mortgage-backed securities may be affected by prepayments of principal on the underlying loans, which generally increase as market
interest rates decline; as a result, when interest rates decline, holders of these securities normally do not benefit from appreciation
in market value to the same extent as holders of other non-callable debt securities.
Because many mortgages are
repaid early, the actual maturity and duration of mortgage-backed securities are typically shorter than their stated final maturity and
their duration calculated solely on the basis of the stated life and payment schedule. In calculating its dollar-weighted average maturity
and duration, a Fund may apply certain industry conventions regarding the maturity and duration of mortgage-backed instruments. Different
analysts use different models and assumptions in making these determinations. The Funds use an approach that the Manager believes is reasonable
in light of all relevant circumstances. If this determination is not borne out in practice, it could positively or negatively affect the
value of a Fund when market interest rates change. Increasing market interest rates generally extend the effective maturities of mortgage-backed
securities, increasing their sensitivity to interest rate changes.
Mortgage-backed securities
may be issued in the form of collateralized mortgage obligations (“CMOs”) or collateralized mortgage-backed bonds (“CBOs”).
CMOs are obligations that are fully collateralized, directly or indirectly, by a pool of mortgages; payments of principal and interest
on the mortgages are passed through to the holders of the CMOs, although not necessarily on a pro rata basis, on the same schedule as
they are received. CBOs are general obligations of the issuer that are fully collateralized, directly or indirectly, by a pool of mortgages.
The mortgages serve as collateral for the issuer’s payment obligations on the bonds, but interest and principal payments on the
mortgages are not passed through either directly (as with mortgage-backed “pass-through” securities issued or guaranteed
by U.S. Government agencies or instrumentalities) or on a modified basis (as with CMOs). Accordingly, a change in the rate of prepayments
on the pool of mortgages could change the effective maturity or the duration of a CMO but not that of a CBO (although, like many bonds,
CBOs may be callable by the issuer prior to maturity). To the extent that rising interest rates cause prepayments to occur at a slower
than expected rate, a CMO could be converted into a longer-term security that is subject to greater risk of price volatility.
Governmental, government-related,
and private entities (such as commercial banks, savings institutions, private mortgage insurance companies, mortgage bankers, and other
secondary market issuers, including securities broker-dealers and special purpose entities that generally are affiliates of the foregoing
established to issue such securities) may create mortgage loan pools to back CMOs and CBOs. Such issuers may be the originators and/or
servicers of the underlying mortgage loans, as well as the guarantors of the mortgage-backed securities. Pools created by non-governmental
issuers generally offer a higher rate of interest than governmental and government-related pools because of the absence of direct or indirect
government or agency guarantees. Various forms of insurance or guarantees, including individual loan, title, pool, and hazard insurance
and letters of credit, may support timely payment of interest and principal of non-governmental pools. Governmental entities, private
insurers, and mortgage poolers issue these forms of insurance and guarantees. The Manager considers such insurance and guarantees, as
well as the creditworthiness of the issuers thereof, in determining whether a mortgage-backed security meets a Fund’s investment
quality standards. There can be no assurance that private insurers or guarantors can meet their obligations under insurance policies or
guarantee arrangements. A Fund may buy mortgage-backed securities without insurance or guarantees, if the Manager determines that the
securities meet the Fund’s quality standards. The Manager will, consistent with a Fund’s investment objective, policies
and limitations and quality standards, consider making investments in new types of mortgage-backed securities as such securities are developed
and offered to investors.
Policies
and Limitations. A Fund may not purchase mortgage-backed securities that, in the Manager’s opinion, are illiquid if, as
a result, more than 15% of the Fund’s net assets would be invested in illiquid securities.
Freddie
Mac Collateralized Mortgage Obligations. Freddie Mac CMOs are debt obligations of Freddie Mac issued in multiple tranches having
different maturity dates that are secured by the pledge of a pool of conventional mortgage loans purchased by Freddie Mac. Unlike Freddie
Mac PCs, payments of principal and interest on the CMOs are made semiannually, as opposed to monthly. The amount of principal payable
on each semiannual payment date is determined in accordance with Freddie Mac’s mandatory sinking fund schedule, which, in turn,
is equal to approximately 100% of FHA prepayment experience applied to the mortgage collateral pool. All sinking fund payments in the
CMOs are allocated to the retirement of the individual tranches of bonds in the order of their stated maturities. Payment of principal
on the mortgage loans in the collateral pool in excess of the amount of Freddie Mac’s minimum sinking fund obligation for any payment
date are paid to the holders of the CMOs as additional sinking fund payments. This “pass-through” of prepayments has the
effect of retiring most CMO tranches prior to their stated final maturity.
If collection of principal
(including prepayments) on the mortgage loans during any semiannual payment period is not sufficient to meet Freddie Mac’s minimum
sinking fund obligation on the next sinking fund payment date, Freddie Mac agrees to make up the deficiency from its general funds. Criteria
for the mortgage loans in the pool backing the Freddie Mac CMOs are identical to those of Freddie Mac PCs. Freddie Mac has the right to
substitute collateral in the event of delinquencies and/or defaults.
Other
Mortgage-Related Securities. Other mortgage-related securities include securities other than those described above that directly
or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property, including stripped mortgage-backed
securities. Other mortgage-related securities may be equity or debt securities issued by agencies or instrumentalities of the U.S. Government
or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks,
commercial banks, investment banks, partnerships, trusts and special purpose entities of the foregoing.
Municipal
Obligations. Municipal obligations are issued by or on behalf of states, the District of Columbia, and U.S. territories and
possessions and their political subdivisions, agencies, and instrumentalities. The interest on municipal obligations is generally exempt
from federal income tax. A Fund determines the tax-exempt status of the interest on any issue of municipal obligations based on an opinion
of the issuer’s bond counsel, which is not binding on the U.S. Internal Revenue Service (“Service”) or the courts,
at the time the obligations are issued.
Municipal obligations include
“general obligation” securities, which are backed by the full taxing power of the issuing governmental entity, and “revenue”
securities, which are backed only by the income from a specific project, facility, or tax. Municipal obligations also include PABs, which
are issued by or on behalf of public authorities to finance various privately operated facilities, and are generally supported only by
revenue from those facilities, if any. They are not backed by the credit of any governmental or public authority. “Anticipation
notes” are issued by municipalities in expectation of future proceeds from the issuance of bonds or from taxes or other revenues
and are payable from those bond proceeds, taxes, or revenues. Municipal obligations also include tax-exempt commercial paper, which is
issued by municipalities to help finance short-term capital or operating requirements.
The value of municipal obligations
depends on the continuing payment of interest and principal when due by the issuers of the municipal obligations (or, in the case of PABs,
the revenues generated by the facility financed by the bonds or, in certain other instances, the provider of the credit facility backing
the obligations or insurers issuing insurance backing the obligations).
A Fund may purchase municipal
securities that are fully or partially backed by entities providing credit support such as letters of credit, guarantees, or insurance.
The credit quality of the entities that provide such credit support will affect the market values of those securities. The insurance feature
of a municipal security guarantees the full and timely payment of interest and principal through the life of an insured obligation. The
insurance feature does not, however, guarantee the market value of the insured obligation or the NAV of a Fund’s shares represented
by such an insured obligation. The Portfolio Managers generally look to the credit quality of the issuer of a municipal security to determine
whether the security meets a Fund’s quality restrictions, even if the security is covered by insurance. However, a downgrade in
the claims-paying ability of an insurer of a municipal security could have an adverse effect on the market value of the security. Certain
significant providers of insurance for municipal securities can incur and, in the past have incurred, significant losses as a result of
exposure to certain categories of investments, such as sub-prime mortgages and other lower credit quality investments that have experienced
defaults or otherwise suffered extreme credit deterioration. Such losses can adversely impact the capital adequacy of these insurers and
may call into question the insurers’ ability to fulfill their obligations under such insurance if they are called to do so, which
could negatively affect a Fund. There are a limited number of providers of insurance for municipal securities and a Fund may have multiple
investments covered by one insurer. Accordingly, this may make the value of those investments dependent on the claims-paying ability of
that one insurer and could result in share price volatility for a Fund’s shares.
As with other fixed income
securities, an increase in interest rates generally will reduce the value of a Fund’s investments in municipal obligations, whereas
a decline in interest rates generally will increase that value.
Some municipal securities,
including those in the high yield market, may include transfer restrictions (e.g., may only be transferred to qualified institutional
buyers and purchasers meeting other qualification requirements set by the issuer). As such, it may be difficult to sell municipal securities
at a time when it may otherwise be desirable to do so or a Fund may be able to sell them only at prices that are less than what the Fund
regards as their fair market value.
Periodic efforts to restructure
the federal budget and the relationship between the federal government and state and local governments may adversely impact the financing
of some issuers of municipal securities. Some states and localities may experience substantial deficits and may find it difficult for
political or economic reasons to increase taxes. Efforts are periodically undertaken that may result in a restructuring of the federal
income tax system. These developments could reduce the value of all municipal securities, or the securities of particular issuers.
Unlike other types of investments,
municipal obligations have traditionally not been subject to the registration requirements of the federal securities laws, although there
have been proposals to provide for such registration. This lack of SEC regulation has adversely affected the quantity and quality of information
available to the bond markets about issuers and their financial condition. The SEC has responded to the need for such information with
Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (the “Rule”). The Rule requires that underwriters must
reasonably determine that an issuer of municipal securities undertakes in a written agreement for the benefit of the holders of such securities
to file with a nationally recognized municipal securities information repository certain information regarding the financial condition
of the issuer and material events relating to such securities. The SEC’s intent in adopting the Rule was to provide holders and
potential holders of municipal securities with more adequate financial information concerning issuers of municipal securities. The Rule
provides exemptions for issuances with a principal amount of less than $1,000,000 and certain privately placed issuances.
The federal bankruptcy statutes
provide that, in certain circumstances, political subdivisions and authorities of states may initiate bankruptcy proceedings without prior
notice to or consent of their creditors. These proceedings could result in material and adverse changes in the rights of holders of their
obligations.
From time to time, federal
legislation has affected the availability of municipal obligations for investment by a Fund. There can be no assurance that legislation
adversely affecting the tax-exempt status of the interest on municipal obligations will not be enacted in the future.
The Service occasionally challenges
the tax-exempt status of the interest on particular municipal securities. If the Service determined that interest earned on a municipal
security a Fund held was taxable and the issuer thereof failed to overcome that determination, that interest would be taxable to the Fund,
possibly retroactive to the time the Fund purchased the security.
Listed below are different
types of municipal obligations:
General
Obligation Bonds. A general obligation bond is backed by the governmental issuer’s pledge of its full faith and credit and
power to raise taxes for payment of principal and interest under the bond. The taxes or special assessments that can be levied for the
payment of debt service may be limited or unlimited as to rate or amount. Many jurisdictions face political and economic constraints on
their ability to raise taxes. These limitations and constraints may adversely affect the ability of the governmental issuer to meet its
obligations under the bonds in a timely manner.
Revenue
Bonds. Revenue bonds are backed by the income from a specific project, facility or tax. Revenue bonds are issued to finance a wide
variety of public projects, including (1) housing, (2) electric, gas, water, and sewer systems, (3) highways, bridges, and tunnels, (4)
port and airport facilities, (5) colleges and universities, and (6) hospitals. In some cases, repayment of these bonds depends upon annual
legislative appropriations; in other cases, if the issuer is unable to meet its legal obligation to repay the bond, repayment becomes
an unenforceable “moral obligation” of a related governmental unit. Revenue bonds issued by housing finance authorities
are backed by a wider range of security, including partially or fully insured mortgages, rent subsidized and/or collateralized mortgages,
and net revenues from housing projects.
Most PABs are revenue bonds,
in that principal and interest are payable only from the net revenues of the facility financed by the bonds. These bonds generally do
not constitute a pledge of the general credit of the public issuer or private operator or user of the facility. In some cases, however,
payment may be secured by a pledge of real and personal property constituting the facility.
Resource
Recovery Bonds. Resource recovery bonds are a type of revenue bond issued to build facilities such as solid waste incinerators
or waste-to-energy plants. Typically, a private corporation will be involved on a temporary basis during the construction of the facility,
and the revenue stream will be secured by fees or rents paid by municipalities for use of the facilities. The credit and quality of resource
recovery bonds may be affected by the viability of the project itself, tax incentives for the project, and changing environmental regulations
or interpretations thereof.
Municipal
Lease Obligations. These obligations, which may take the form of a lease, an installment purchase, or a conditional sale contract,
are issued by a state or local government or authority to acquire land and a wide variety of equipment and facilities. A Fund will usually
invest in municipal lease obligations through certificates of participation (“COPs”), which give the Fund a specified, undivided
interest in the obligation. For example, a COP may be created when long-term revenue bonds are issued by a governmental corporation to
pay for the acquisition of property. The payments made by the municipality under the lease are used to repay interest and principal on
the bonds. Once these lease payments are completed, the municipality gains ownership of the property. These obligations are distinguished
from general obligation or revenue bonds in that they typically are not backed fully by the municipality’s credit, and their interest
may become taxable if the lease is assigned. The lease subject to the transaction usually contains a “non-appropriation”
clause. A non-appropriation clause states that, while the municipality will use its best efforts to make lease payments, the municipality
may terminate the lease without penalty if its appropriating body does not allocate the necessary funds. Such termination would result
in a significant loss to a Fund.
Municipal
Notes. Municipal notes include the following:
1. Project
notes are issued by local issuing agencies created under the laws of a state, territory, or possession of the United States to
finance low-income housing, urban redevelopment, and similar projects. These notes are backed by an agreement between the local issuing
agency and the Department of Housing and Urban Development (“HUD”). Although the notes are primarily obligations of the
local issuing agency, the HUD agreement provides the full faith and credit of the United States as additional security.
2. Tax
anticipation notes are issued to finance working capital needs of municipalities. Generally, they are issued in anticipation of
future seasonal tax revenues, such as property, income and sales taxes, and are payable from these future revenues.
3. Revenue
anticipation notes are issued in expectation of receipt of other types of revenue, including revenue made available under certain
state aid funding programs. Such appropriation of revenue is generally accounted for in the state budgetary process.
4. Bond
anticipation notes are issued to provide interim financing until long-term bond financing can be arranged. In most cases, the long-term
bonds provide the funds for the repayment of the notes.
5. Construction
loan notes are sold to provide construction financing. After completion of construction, many projects receive permanent financing
from Fannie Mae (also known as the Federal National Mortgage Association) or Ginnie Mae (also known as the Government National Mortgage
Association).
6. Tax-exempt
commercial paper is a short-term obligation issued by a state or local government or an agency thereof to finance seasonal working
capital needs or as short-term financing in anticipation of longer-term financing.
7. Pre-refunded
and “escrowed” municipal bonds are bonds with respect to which the issuer has deposited, in an escrow account, an
amount of securities and cash, if any, that will be sufficient to pay the periodic interest on and principal amount of the bonds, either
at their stated maturity date or on the date the issuer may call the bonds for payment. This arrangement gives the investment a quality
equal to the securities in the account, usually U.S. Government Securities (defined below). A Fund can also purchase bonds issued to refund
earlier issues. The proceeds of these refunding bonds are often used for escrow to support refunding.
Participation
Interests of Municipal Obligations. A Fund may purchase from banks participation interests in all or part of specific
holdings of short-term municipal obligations. Each participation interest is backed by an irrevocable letter of credit issued by a selling
bank determined by the Manager to be creditworthy. A Fund has the right to sell the participation interest back to the bank,
usually after seven days’ notice, for the full principal amount of its participation, plus accrued interest, but only (1) to provide
portfolio liquidity, (2) to maintain portfolio quality, or (3) to avoid losses when the underlying municipal obligations are in default.
Although no Fund currently intends to acquire participation interests, each Fund reserves the right to do so in the future.
Purchases
with a Standby Commitment to Repurchase. When a Fund purchases municipal obligations, it also may acquire a standby
commitment obligating the seller to repurchase the obligations at an agreed upon price on a specified date or within a specified period.
A standby commitment is the equivalent of a nontransferable “put” option held by a Fund that terminates if the
Fund sells the obligations to a third party.
A Fund may enter
into standby commitments only with banks and (if permitted under the 1940 Act) securities dealers determined to be creditworthy. A Fund’s
ability to exercise a standby commitment depends on the ability of the bank or securities dealer to pay for the obligations on exercise
of the commitment. If a bank or securities dealer defaults on its commitment to repurchase such obligations, a Fund may be
unable to recover all or even part of any loss it may sustain from having to sell the obligations elsewhere.
Although no Fund currently
intends to invest in standby commitments, each Fund reserves the right to do so in the future. By enabling a Fund to dispose
of municipal obligations at a predetermined price prior to maturity, this investment technique allows a Fund to be fully invested while
preserving the flexibility to make commitments for when-issued securities, take advantage of other buying opportunities, and meet redemptions.
Standby commitments are valued
at zero in determining NAV. The maturity or duration of municipal obligations purchased by a Fund is not shortened by a standby commitment.
Therefore, standby commitments do not affect the dollar-weighted average maturity or duration of a Fund’s investment
portfolio.
Policies
and Limitations. No Fund will acquire standby commitments with a view to exercising them when the exercise price exceeds
the current value of the underlying obligations; a Fund will do so only to facilitate portfolio liquidity.
Residual
Interest Bonds. A Fund may purchase one component of a municipal security that is structured in two parts: A variable
rate security and a residual interest bond. The interest rate for the variable rate security is determined by an index or an auction process
held approximately every 35 days, while the residual interest bond holder receives the balance of the income less an auction fee. These
instruments are also known as inverse floaters because the income received on the residual interest bond is inversely related to the market
rates. The market prices of residual interest bonds are highly sensitive to changes in market rates and may decrease significantly when
market rates increase.
Tender
Option Bonds. Tender option bonds are created by coupling an intermediate- or long-term fixed rate tax-exempt bond (generally held
pursuant to a custodial arrangement) with a tender agreement that gives the holder the option to tender the bond at its face value. As
consideration for providing the tender option, the sponsor (usually a bank, broker-dealer, or other financial institution) receives periodic
fees equal to the difference between the bond’s fixed coupon rate and the rate (determined by a remarketing or similar agent) that
would cause the bond, coupled with the tender option, to trade at par on the date of such determination. After payment of the tender option
fee, a Fund effectively holds a demand obligation that bears interest at the prevailing short-term tax-exempt rate. The Manager considers
the creditworthiness of the issuer of the underlying bond, the custodian, and the third party provider of the tender option. In certain
instances, a sponsor may terminate a tender option if, for example, the issuer of the underlying bond defaults on interest payments or
the bond’s rating falls below investment grade.
Yield
and Price Characteristics of Municipal Obligations. Municipal obligations generally have the same yield and price characteristics
as other debt securities. Yields depend on a variety of factors, including general conditions in the money and bond markets and, in the
case of any particular securities issue, its amount, maturity, duration, and rating. Market prices of fixed income securities usually
vary upward or downward in inverse relationship to market interest rates.
Municipal obligations with
longer maturities or durations tend to produce higher yields. They are generally subject to potentially greater price fluctuations, and
thus greater appreciation or depreciation in value, than obligations with shorter maturities or durations and lower yields. An increase
in interest rates generally will reduce the value of a Fund’s investments, whereas a decline in interest rates generally will increase
that value. The ability of a Fund to achieve its investment objective also is dependent on the continuing ability of the issuers of the
municipal obligations in which the Fund invests (or, in the case of PABs, the revenues generated by the facility financed by the bonds
or, in certain other instances, the provider of the credit facility backing the bonds) to pay interest and principal when due.
Natural
Disasters and Adverse Weather Conditions. Certain areas of the world historically have been prone to major natural disasters,
such as hurricanes, earthquakes, typhoons, flooding, tidal waves, tsunamis, erupting volcanoes, wildfires or droughts, and have been economically
sensitive to environmental events. Such disasters, and the resulting damage, could have a severe and negative impact on a Fund’s
investment portfolio and, in the longer term, could impair the ability of issuers in which a Fund invests to conduct their businesses
in the manner normally conducted. Adverse weather conditions may also have a particularly significant negative effect on issuers in the
agricultural sector and on insurance companies that insure against the impact of natural disasters.
Operational
and Cybersecurity Risk. With the increased use of technologies such as the Internet and the dependence on computer systems
to perform necessary business functions, the Funds and their service providers, and your ability to transact with the Funds, may be negatively
impacted due to operational matters arising from, among other problems, human errors, systems and technology disruptions or failures,
or cybersecurity incidents. A cybersecurity incident may refer to intentional or unintentional events that allow an unauthorized party
to gain access to Fund assets, customer data, or proprietary information, or cause a Fund or Fund service providers (including, but not
limited to, the Funds’ manager, distributor, fund accountants, custodian, transfer agent, sub-advisers (if applicable), and financial
intermediaries), as well as the securities trading venues and their service providers, to suffer data corruption or lose operational functionality.
A cybersecurity incident could, among other things, result in the loss or theft of customer data or funds, customers or employees being
unable to access electronic systems (“denial of services”), loss or theft of proprietary information or corporate data,
physical damage to a computer or network system, or remediation costs associated with system repairs. Any of these results could
have a substantial adverse impact on the Funds and their shareholders. For example, if a cybersecurity incident results in a denial of
service, Fund shareholders could lose access to their electronic accounts and be unable to buy or sell Fund shares for an unknown period
of time, and employees could be unable to access electronic systems to perform critical duties for the Funds, such as trading, NAV calculation,
shareholder accounting or fulfillment of Fund share purchases and redemptions.
A Fund’s service providers
may also be negatively impacted due to operational risks arising from factors such as processing errors and human errors, inadequate or
failed internal or external processes, failures in systems and technology, changes in personnel, and errors caused by third-party service
providers or trading counterparties. In particular, these errors or failures as well as other technological issues may adversely affect
the Funds’ ability to calculate their NAVs in a timely manner, including over a potentially extended period.
The occurrence of an operational
or cybersecurity incident could result in regulatory penalties, reputational damage, additional compliance costs associated with corrective
measures, or financial loss of a significant magnitude and could result in allegations that the Fund or Fund service provider violated
privacy and other laws. Similar adverse consequences could result from incidents affecting issuers of securities in which a Fund invests,
counterparties with which a Fund engages in transactions, governmental and other regulatory authorities, exchange and other financial
market operators, banks, brokers, dealers, insurance companies, and other financial institutions and other parties. Although the Funds
and their Manager endeavor to determine that service providers have established risk management systems that seek to reduce these operational
and cybersecurity risks, and business continuity plans in the event there is an incident, there are inherent limitations in these systems
and plans, including the possibility that certain risks may not have been identified, in large part because different or unknown threats
may emerge in the future. Furthermore, the Funds do not control the operational and cybersecurity systems and plans of the issuers of
securities in which the Funds invest or the Funds’ third party service providers or trading counterparties or any other service
providers whose operations may affect a Fund or its shareholders.
Preferred
Stock. Unlike interest payments on debt securities, dividends on preferred stock are generally payable at the discretion of
the issuer’s board of directors. Preferred shareholders may have certain rights if dividends are not paid but generally have no
legal recourse against the issuer. Shareholders may suffer a loss of value if dividends are not paid. The market prices of preferred stocks
are generally more sensitive to changes in the issuer’s creditworthiness than are the prices of debt securities.
Private
Companies and Pre-IPO Investments. Investments in private companies, including companies that have not yet issued securities
publicly in an IPO (“Pre-IPO shares”) involve greater risks than investments in securities of companies that have traded
publicly on an exchange for extended periods of time. Investments in these companies are generally less liquid than investments in securities
issued by public companies and may be difficult for a Fund to value. Compared to public companies, private companies may have a more limited
management group and limited operating histories with narrower, less established product lines and smaller market shares, which may cause
them to be more vulnerable to competitors’ actions, market conditions and consumer sentiment with respect to their products or
services, as well as general economic downturns. In addition, private companies may have limited financial resources and may be unable
to meet their obligations. This could lead to bankruptcy or liquidation of such private company or the dilution or subordination of a
Fund’s investment in such private company. Additionally, there is significantly less information available about private companies’
business models, quality of management, earnings growth potential and other criteria used to evaluate their investment prospects and the
little public information available about such companies may not be reliable. Because financial reporting obligations for private companies
are not as rigorous as public companies, it may be difficult to fully assess the rights and values of certain securities issued by private
companies. A Fund may only have limited access to a private company’s actual financial results and there is no assurance that
the information obtained by the Fund is reliable. Although there is a potential for pre-IPO shares to increase in value if the company
does issue shares in an IPO, IPOs are risky and volatile and may cause the value of a Fund’s investment to decrease significantly.
Moreover, because securities issued by private companies are generally not freely or publicly tradable, a Fund may not have the opportunity
to purchase or the ability to sell these shares in the amounts or at the prices the Fund desires. The private companies a Fund may invest
in may not ever issue shares in an IPO and a liquid market for their pre-IPO shares may never develop, which may negatively affect the
price at which the Fund can sell these shares and make it more difficult to sell these shares, which could also adversely affect the Fund’s
liquidity. Furthermore, these investments may be subject to additional contractual restrictions on resale that would prevent a Fund from
selling the company’s securities for a period of time following any IPO. A Fund’s investment in a private company’s
securities will involve investing in restricted securities. See “Restricted Securities and Rule 144A Securities” for risks
related to restricted securities. If a Fund invests in private companies or issuers, there is a possibility that NBIA may obtain access
to material non-public information about an issuer of private placement securities, which may limit NBIA’s ability to sell such
securities, could negatively impact NBIA’s ability to manage the Fund since NBIA may be required to sell other securities to meet
redemptions, or could adversely impact a Fund’s performance.
Private
Investments in Public Equity (PIPEs). A Fund may invest in securities issued in private investments in public equity transactions,
commonly referred to as “PIPEs.” A PIPE investment involves the sale of equity securities, or securities convertible into
equity securities, in a private placement transaction by an issuer that already has outstanding, publicly traded equity securities of
the same class. Shares acquired in PIPEs are commonly sold at a discount to the current market value per share of the issuer’s
publicly traded securities.
Securities acquired in PIPEs
generally are not registered with the SEC until after a certain period of time from the date the private sale is completed, which may
be months and perhaps longer. PIPEs may contain provisions that require the issuer to pay penalties to the holder if the securities are
not registered within a specified period. Until the public registration process is completed, securities acquired in PIPEs are restricted
and, like investments in other types of restricted securities, may be illiquid. Any number of factors may prevent or delay a proposed
registration. Prior to or in the absence of registration, it may be possible for securities acquired in PIPEs to be resold in transactions
exempt from registration under the 1933 Act. There is no guarantee, however, that an active trading market for such securities will exist
at the time of disposition, and the lack of such a market could hurt the market value of a Fund’s investments. Even if the securities
acquired in PIPEs become registered, or a Fund is able to sell the securities through an exempt transaction, a Fund may not be able to
sell all the securities it holds on short notice and the sale could impact the market price of the securities. See “Restricted
Securities and Rule 144A Securities” for risks related to restricted securities.
Real
Estate-Related Instruments. A Fund will not invest directly in real estate, but a Fund may invest in securities issued by real
estate companies. Investments in the securities of companies in the real estate industry subject a Fund to the risks associated with the
direct ownership of real estate. These risks include declines in the value of real estate, risks associated with general and local economic
conditions, possible lack of availability of mortgage funds, overbuilding, extended vacancies of properties, increased competition, increase
in property taxes and operating expenses, changes in zoning laws, losses due to costs resulting from the clean-up of environmental problems,
liability to third parties for damages resulting from environmental problems, casualty or condemnation losses, limitation on rents, changes
in neighborhood values and the appeal of properties to tenants, and changes in interest rates. In addition, certain real estate valuations,
including residential real estate values, are influenced by market sentiments, which can change rapidly and could result in a sharp downward
adjustment from current valuation levels.
Real estate-related instruments
include securities of real estate investment trusts (also known as “REITs”), commercial and residential mortgage-backed
securities and real estate financings. Such instruments are sensitive to factors such as real estate values and property taxes, interest
rates, cash flow of underlying real estate assets, overbuilding, and the management skill and creditworthiness of the issuer. Real estate-related
instruments may also be affected by tax and regulatory requirements, such as those relating to the environment.
REITs are sometimes informally
characterized as equity REITs and mortgage REITs. An equity REIT invests primarily in the fee ownership or leasehold ownership of land
and buildings and derives its income primarily from rental income. An equity REIT may also realize capital gains (or losses) by selling
real estate properties in its portfolio that have appreciated (or depreciated) in value. A mortgage REIT invests primarily in mortgages
on real estate, which may secure construction, development or long-term loans, and derives its income primarily from interest payments
on the credit it has extended.
REITs (especially mortgage
REITs) are subject to interest rate risk. Rising interest rates may cause REIT investors to demand a higher annual yield, which may, in
turn, cause a decline in the market price of the equity securities issued by a REIT. Rising interest rates also generally increase the
costs of obtaining financing, which could cause the value of a Fund’s REIT investments to decline. During periods when interest
rates are declining, mortgages are often refinanced. Refinancing may reduce the yield on investments in mortgage REITs. In addition, because
mortgage REITs depend on payment under their mortgage loans and leases to generate cash to make distributions to their shareholders, investments
in such REITs may be adversely affected by defaults on such mortgage loans or leases.
REITs are dependent upon management
skill, are not diversified, and are subject to heavy cash flow dependency, defaults by borrowers, and self-liquidation. Domestic REITs
are also subject to the possibility of failing to qualify for tax-free “pass-through” of distributed net income and net
realized gains under the Code and failing to maintain exemption from the 1940 Act.
REITs are subject to management
fees and other expenses. Therefore, investments in REITs will cause a Fund to bear its proportionate share of the costs of the REITs’
operations. At the same time, a Fund will continue to pay its own management fees and expenses with respect to all of its assets, including
any portion invested in REITs.
Recent
Market Conditions. Both U.S. and international markets have experienced significant volatility in recent years. As a result
of such volatility, investment returns may fluctuate significantly. National economies are substantially interconnected, as are global
financial markets, which creates the possibility that conditions in one country or region might adversely impact issuers in a different
country or region. However, the interconnectedness of economies and/or markets may be diminishing or changing, which may impact such economies
and markets in ways that cannot be foreseen at this time.
Some
countries, including the U.S., have adopted more protectionist trade policies, which is a trend that appears to be continuing globally.
Slowing global economic growth, the rise in protectionist trade policies, inflationary pressures, changes to some major international
trade and security agreements, risks associated with the trade and security agreement between countries and regions, including the U.S.
and other foreign nations, political or economic dysfunction within some countries or regions, including the U.S., and dramatic changes
in consumer sentiment, commodity prices and currency values could affect the economies and markets of many nations, including the U.S.,
in ways that cannot necessarily be foreseen at the present time and may create significant volatility in the markets. In addition, these
policies, including the impact on the U.S. dollar, may change foreign demand for U.S. assets in ways that cannot be foreseen, which could
have a negative impact on certain issuers and/or industries.
The
Federal Reserve and certain foreign central banks have started to lower interest rates, though economic or other factors, such as inflation,
could stop such changes. It is difficult to accurately predict the pace at which interest rates might change, the timing, frequency or
magnitude of any such changes in interest rates, or when such changes might stop or again reverse course. Additionally, various economic
and political factors could cause the Federal Reserve or other foreign central banks to change their approach in the future and such actions
may result in an economic slowdown both in the U.S. and abroad. Unexpected changes in interest rates could lead to significant market
volatility or reduce liquidity in certain sectors of the market. Deteriorating economic fundamentals may, in turn, increase the risk of
default or insolvency of particular issuers, negatively impact market value, cause credit spreads to widen, and reduce bank balance sheets.
Any of these could cause an increase in market volatility, reduce liquidity across various markets or decrease confidence in the markets.
Also, regulators have expressed concern that changes in interest rates may cause investors to sell fixed income securities faster than
the market can absorb them, contributing to price volatility. Historical patterns of correlation among asset classes may break down in
unanticipated ways during times of high volatility, disrupting investment programs and potentially causing losses.
Regulators
in the U.S. adopted a number of changes to regulations involving the markets and issuers, some of which implicate a Fund. The full effect
of such regulations is not currently known and certain changes to regulation could limit a Fund’s ability to pursue its investment
strategies or make certain investments, may make it more costly for it to operate, or adversely impact its performance. Additionally,
it is possible that such regulations could be further revised or rescinded, which creates material uncertainty on their impact to a Fund.
Regulators
in the U.S. have issued an order granting exemptive relief to permit funds to offer both mutual fund share classes and ETF share classes.
There are structural and operational differences between mutual funds and ETFs, which give rise to different shareholder rights along
with other differences in this structure, including differences in portfolio transaction costs and distributions. Any use of this structure
by a Fund, if available to it, would be subject to the terms and conditions of such exemptive relief.
Advancements
in technology, including advanced development and increased regulation of artificial intelligence, may adversely impact market movements
and liquidity. As artificial intelligence is used more widely, which can occur relatively rapidly, the profitability and growth of certain
issuers and industries may be negatively impacted in ways that cannot be foreseen and could adversely impact performance.
Tensions,
war, or open conflict between nations, such as between Russia and Ukraine, in the Middle East, or in eastern Asia could affect the economies
of many nations, including the United States. The duration of ongoing hostilities and any sanctions and related events cannot be predicted.
Those events present material uncertainty and risk with respect to markets globally and the performance of a Fund and its investments
or operations could be negatively impacted.
Certain
illnesses spread rapidly and have the potential to significantly and adversely affect the global economy. The impact of epidemics and/or
pandemics that may arise in the future could negatively affect the economies of many nations, individual companies and the global securities
and commodities markets, including their liquidity, in ways that cannot necessarily be foreseen at the present time and could last for
an extended period of time.
High public debt in the U.S.
and other countries creates ongoing systemic and market risks and policymaking uncertainty. There is no assurance that the U.S. Congress
will act to raise the nation’s debt ceiling; a failure to do so could cause market turmoil and substantial investment risks that
cannot now be fully predicted. Unexpected political, regulatory and diplomatic events within the U.S. and abroad may affect investor and
consumer confidence and may adversely impact financial markets and the broader economy.
China’s
economy, which had been sustained through debt-financed spending on housing and infrastructure, appears to be experiencing a significant
slowdown and growing at a lower rate than prior years. While the Chinese government appears to be taking measures to address these issues,
due to the size of China’s economy, the resolution of these issues could impact a number of other countries.
Global climate change can
have potential effects on property and security values. Certain issuers, industries and regions may be adversely affected by the impact
of climate change in ways that cannot be foreseen. The impact of legislation, regulation and international accords related to climate
change, including any direct or indirect consequences that may not be foreseen, may negatively impact certain issuers, industries and
regions.
A rise in sea levels, a change
in weather patterns, including an increase in powerful storms and large wildfires, and/or a climate-driven increase in flooding could
cause properties to lose value or become unmarketable altogether. Unlike previous declines in the real estate market, properties in affected
zones may not ever recover their value. Regulatory changes and divestment movements tied to concerns about climate change could adversely
affect the value of certain land and the viability of industries whose activities or products are seen as accelerating climate change.
Losses related to climate
change could adversely affect corporate issuers and mortgage lenders, the value of mortgage-backed securities, the bonds of municipalities
that depend on tax or other revenues and tourist dollars generated by affected properties, and insurers of the property and/or of corporate,
municipal or mortgage-backed securities. Since property and security values are driven largely by buyers’ perceptions, it is difficult
to know the time period over which these market effects might unfold.
Repurchase
Agreements. In a repurchase agreement, a Fund purchases securities from a bank that is a member of the Federal Reserve System
or from a securities dealer that agrees to repurchase the securities from the Fund at a higher price on a designated future date. Repurchase
agreements generally are for a short period of time, usually less than a week. Costs, delays, or losses could result if the selling party
to a repurchase agreement becomes bankrupt or otherwise defaults. The Manager monitors the creditworthiness of sellers.
Policies
and Limitations. Repurchase agreements with a maturity or demand of more than seven days are considered to be illiquid securities.
No Fund may enter into a repurchase agreement with a maturity or demand of more than seven days if, as a result, more than 15% of the
value of its net assets would then be invested in such repurchase agreements and other illiquid securities. A Fund may enter into a repurchase
agreement only if (1) the underlying securities (excluding maturity and duration limitations, if any) are of a type that the Fund’s
investment policies and limitations would allow it to purchase directly, (2) the market value of the underlying securities, including
accrued interest, at all times equals or exceeds the repurchase price, and (3) payment for the underlying securities is made only upon
satisfactory evidence that the securities are being held for the Fund’s account by its custodian or a bank acting as the Fund’s
agent.
Restricted
Securities and Rule 144A Securities. A Fund may invest in “restricted securities,” which generally are securities
that may be resold to the public only pursuant to an effective registration statement under the 1933 Act or an exemption from registration.
Regulation S under the 1933 Act is an exemption from registration that permits, under certain circumstances, the resale of restricted
securities in offshore transactions, subject to certain conditions, and Rule 144A under the 1933 Act is an exemption that permits the
resale of certain restricted securities to qualified institutional buyers. Section 4(a)(2) of the 1933 Act provides an exemption from
registration that permits transactions by an issuer not involving any public offering.
Since its adoption by the
SEC in 1990, Rule 144A has facilitated trading of restricted securities among qualified institutional investors. To the extent restricted
securities held by a Fund qualify under Rule 144A and an institutional market develops for those securities, the Fund expects that it
will be able to dispose of the securities without registering the resale of such securities under the 1933 Act. However, to the extent
that a robust market for such 144A securities does not develop, or a market develops but experiences periods of illiquidity, investments
in Rule 144A securities could increase the level of a Fund’s illiquidity.
Where an exemption from registration
under the 1933 Act is unavailable, or where an institutional market is limited, a Fund may, in certain circumstances, be permitted to
require the issuer of restricted securities held by the Fund to file a registration statement to register the resale of such securities
under the 1933 Act. In such case, the Fund will typically be obligated to pay all or part of the registration expenses, and a considerable
period may elapse between the decision to sell and the time the Fund may be permitted to resell a security under an effective registration
statement. If, during such a period, adverse market conditions were to develop, or the value of the security were to decline, the Fund
might obtain a less favorable price than prevailed when it decided to sell. Restricted securities for which no market exists are priced
by a method that the Fund Trustees believe accurately reflects fair value.
Reverse
Repurchase Agreements. In a reverse repurchase agreement, a Fund sells portfolio securities to another party and agrees to
repurchase the securities at an agreed-upon price and date, which reflects an interest payment. Reverse repurchase agreements involve
the risk that the other party will fail to return the securities in a timely manner, or at all, which may result in losses to a Fund.
A Fund could lose money if it is unable to recover the securities and the value of the collateral held by the Fund is less than the value
of the securities. These events could also trigger adverse tax consequences to a Fund. Reverse repurchase agreements also involve the
risk that the market value of the securities sold will decline below the price at which a Fund is obligated to repurchase them. Reverse
repurchase agreements may be viewed as a form of borrowing by a Fund. When a Fund enters into a reverse repurchase agreement, any fluctuations
in the market value of either the securities transferred to another party or the securities in which the proceeds may be invested would
affect the market value of the Fund’s assets. During the term of the agreement, a Fund may also be obligated to pledge additional
cash and/or securities in the event of a decline in the fair value of the transferred security. The Manager monitors the creditworthiness
of counterparties to reverse repurchase agreements. For the Funds’ policies and limitations on borrowing, see “Investment
Policies and Limitations -- Borrowing” above.
Policies
and Limitations. Rule 18f-4 under the 1940 Act, among other things, permits a fund to treat reverse repurchase transactions (and
other similar financing transactions) either as borrowings (subject to the asset coverage requirements under the 1940 Act) or as “derivatives
transactions” subject to the requirements of Rule 18f-4. Accordingly, any reverse repurchase agreements treated as a borrowing
will be considered borrowings for purposes of a Fund’s investment policies and limitations concerning borrowings. Any reverse repurchase
agreements treated as a derivatives transaction as defined in Rule 18f-4 under the 1940 Act will be subject to the requirements of that
rule.
Risks
of Reliance on Computer Programs or Codes. Many processes used in Fund management, including security selection, rely, in whole
or in part, on the use of computer programs or codes, some of which are created or maintained by the Manager or its affiliates and some
of which are created or maintained by third parties. Errors in these programs or codes may go undetected, possibly for quite some time,
which could adversely affect a Fund’s operations or performance. Computer programs or codes are susceptible to human error when
they are first created and as they are developed and maintained. Some funds may be subject to heightened risk in this area because the
funds’ advisers rely to a greater extent on computer programs or codes in managing the funds’ assets.
While efforts are made to
guard against problems associated with computer programs or codes, there can be no assurance that such efforts will always be successful.
The Funds have limited insight into the computer programs and processes of some service providers and may have to rely on contractual
assurances or business relationships to protect against some errors in the service providers’ systems.
Sector
Risk. From time to time, based on market or economic conditions, a Fund may have significant positions in one or more sectors
of the market. To the extent a Fund invests more heavily in one sector, industry, or sub-sector of the market, its performance will be
especially sensitive to developments that significantly affect those sectors, industries, or sub-sectors. An individual sector, industry,
or sub-sector of the market may be more volatile, and may perform differently, than the broader market. The industries that constitute
a sector may all react in the same way to economic, political or regulatory events. A Fund’s performance could also be affected
if the sectors, industries, or sub-sectors do not perform as expected. Alternatively, the lack of exposure to one or more sectors or industries
may adversely affect performance.
Communication
Services Sector. Companies in the communication services sector may be dominated by a small number of companies which may lead
to additional volatility. These companies are particularly vulnerable to the potential obsolescence of products and services due to technological
advances, social media trends and the innovation of competitors. Companies in the communication services sector may also be affected by
other competitive pressures, such as pricing competition, as well as research and development costs, substantial capital requirements,
and government regulation. Fluctuating domestic and international demand, shifting demographics, and often unpredictable changes in consumer
demand can drastically affect a communication services company’s profitability. Compliance with governmental regulations, delays
or failure to receive regulatory approvals, or the enactment of new regulatory requirements may negatively affect the business of telecommunication
services companies. Certain companies in the communication services sector may be particular targets of network security breaches, hacking
and potential theft of proprietary or consumer information, or disruptions in services, which would have a material adverse effect on
their businesses.
Consumer
Discretionary Sector. Companies in the consumer discretionary sector are subject to the risk that their products or services may
become obsolete quickly. The success of these companies can depend heavily on disposable household income and consumer spending and may
be adversely affected by changes in consumer spending as a result of world events, political and economic conditions, commodity price
volatility, changes in exchange rates, imposition of import controls, increased competition, depletion of resources and labor relations.
These companies may be strongly affected by fads, marketing campaigns, changes in demographics and consumer preferences, and other economic
or social factors affecting consumer demand.
Consumer
Staples Sector. Companies in the consumer staples sector may be affected by general economic conditions, commodity production and
pricing, consumer confidence and spending, consumer preferences, interest rates, and product cycles. They are subject to government regulation
affecting their products, which may negatively impact such companies’ performance. Consumer staples companies depend heavily on
disposable household income and consumer spending and may be adversely affected by changes impacting consumer spending. Companies in the
consumer staples sector have historically been characterized as non-cyclical in nature and therefore less volatile in times of change.
These companies may be subject to severe price competition.
Energy
Sector. Companies operating in the energy sector may be cyclical and highly dependent on energy prices and volumes. They may be
adversely impacted by general economic conditions, worldwide supply and demand, political instability in the regions that the companies
operate, government regulation stipulating rates charged by utilities, interest rate sensitivity, oil and other energy price volatility,
energy conservation efforts, environmental policies, depletion of resources, the cost of providing the specific utility services and other
factors that they cannot control. These companies may also be significantly impacted by the supply of, and demand for, specific products
or commodities, such as oil and natural gas, the prices of which can have significant volatility. Companies in this sector may be subject
to substantial government regulation and contractual fixed pricing. Because a significant portion of revenues of companies in this sector
is derived from a relatively small number of customers that are largely comprised of governmental entities and utilities, governmental
budget constraints may have a significant impact on the stock prices of companies in this sector. In addition, these companies are at
risk of civil liability from accidents resulting in injury, loss of life or property, pollution or other environmental damage claims and
risk of loss from terrorism and natural disasters.
Financials
Sector. Companies in the financials sector are subject to extensive government regulation and intervention, which can limit both
the amounts and types of loans and other financial commitments that companies in this sector can make, and the interest rates and fees
that these companies can charge. Profitability can be largely dependent on the availability and cost of capital and the rate of corporate
and consumer debt defaults, and can fluctuate significantly when interest rates change. Financial difficulties of borrowers can negatively
affect the financials sector. Insurance companies can be subject to severe price competition. The financials sector can be subject to
relatively rapid change as distinctions between financial service segments become increasingly blurred. Insurance companies, in particular,
may be subject to severe price competition and/or rate regulation, which may have an adverse impact on their profitability. The financials
sector is particularly sensitive to fluctuations in interest rates. The financials sector is also a target for cyberattacks.
Healthcare
Sector. Companies in the healthcare sector may be adversely affected by extensive government regulation, restrictions on government
reimbursement for medical expenses, rising or falling costs of medical products and services, pricing pressure, an increased emphasis
on outpatient services, limited number of products, product obsolescence, industry innovation, changes in technologies and other market
developments. Companies in the healthcare sector are heavily dependent on patent protection and the expiration of patents may adversely
affect these companies. Many of these companies are subject to extensive litigation based on product liability and similar claims. These
companies are subject to competitive forces that may make it difficult to raise prices and, in fact, may result in price discounting.
Many new products in the healthcare sector may be subject to regulatory approvals, which may be long and costly for these companies. Companies
in the healthcare sector may be thinly capitalized.
Industrials
Sector. Companies in the industrials sector may be adversely affected by general economic trends, including employment, economic
growth, and interest rates, changes in consumer sentiment and spending, commodity prices, which may be influenced or characterized by
unpredictable factors, legislation, government regulation and spending, import controls, and worldwide competition. In addition, companies
in the industrials sector may be adversely affected by liability for environmental damages, product liability claims, mandated expenditures
for safety and pollution control, and exchange rates. These companies are affected by supply and demand for industrial sector products
in general. The products of manufacturing companies may face product obsolescence due to rapid technological developments and frequent
new product introduction.
Information
Technology Sector. Companies in the Information technology sector face intense competition, both domestically and internationally.
These companies may be smaller or newer and may have limited product lines, markets, financial resources or personnel. The products of
companies in the information technology sector may face product obsolescence due to rapid technological developments and frequent new
product introduction, unpredictable changes in growth rates and competition for the services of qualified personnel. These companies may
be developing or marketing new products or services for which markets are not yet established and may never become established. Companies
in the information technology sector are heavily dependent on patent protection and the expiration of patents may adversely affect these
companies. Companies in the information technology sector are facing increased government and regulatory scrutiny and may be subject to
adverse government or regulatory action.
Materials
Sector. Companies in the materials sector may be adversely affected by the level and volatility of commodity prices, exchange rates,
import controls, increased competition, environmental policies, consumer demand, and events occurring in nature. For instance, natural
events (such as earthquakes, hurricanes or fires in prime natural resource areas) and political events (such as government instability
or military confrontations) can affect the value of companies involved in business activities in the materials sector. Performance of
such companies may be affected by factors including, among others, that at times worldwide production of industrial materials has exceeded
demand as a result of over-building or economic downturns, leading to poor investment returns or losses. Other risks may include liabilities
for environmental damage and general civil liabilities, depletion of resources, and mandated expenditures for safety and pollution control.
The materials sector may also be affected by economic cycles, rising interest rates, high inflation, technical progress, labor relations,
legislative or regulatory changes, local and international politics, and adverse market conditions.
Utilities
Sector. Companies in the utilities sector may be adversely affected by supply and demand, operating costs, federal and state regulations,
environmental factors, liabilities for environmental damage including wildfires and general civil liabilities, and rate caps or rate changes.
The value of regulated utility equity securities may tend to have an inverse relationship to the movement of interest rates. In addition,
natural disasters, terrorist attacks, government intervention or other factors may render a utility company’s equipment unusable
or obsolete and negatively impact these companies. Certain utility companies have experienced full or partial deregulation in recent years.
Unregulated power companies can be affected by commodity price volatility and competition. The utilities sector also can be significantly
affected by increased financing costs, changes in taxation, lower demand, natural resource conservation, restrictions on operations and
increased costs and delays associated with compliance with environmental regulations, rising energy costs and commodity price fluctuations.
Renewable and alternative
energy companies in the utilities sector can be significantly affected by obsolescence of existing technology, short product cycles, legislation
resulting in more strict government regulations and enforcement policies, fluctuations in energy prices, including the supply of and demand
for oil and gas, and supply and demand of alternative energy fuels and energy conservation.
Securities
Loans. A Fund may lend portfolio securities to banks, brokerage firms, and other institutional investors, provided that cash
or equivalent collateral, initially equal to at least 102% (105% in the case of foreign securities) of the market value of the loaned
securities, is maintained by the borrower with the Fund or with the Fund’s lending agent, who holds the collateral on the Fund’s
behalf. Thereafter, cash or equivalent collateral, equal to at least 100% of the market value of the loaned securities, is to be continuously
maintained by the borrower with the Fund. A Fund may invest the cash collateral and earn income, or it may receive an agreed upon amount
of interest income from a borrower that has delivered equivalent collateral. During the time securities are on loan, the borrower will
pay the Fund an amount equivalent to any dividends or interest paid on such securities. These loans are subject to termination at the
option of the Fund or the borrower. A Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay
a negotiated portion of the interest earned on the cash or equivalent collateral to the borrower. A Fund does not have the right to vote
on securities while they are on loan. However, it is each Fund’s policy to attempt to terminate loans in time to vote those proxies
that the Fund has determined are material to the interests of the Fund. The Manager believes the risk of loss on these transactions is
slight because if a borrower were to default for any reason, the collateral should satisfy the obligation. However, as with other extensions
of secured credit, loans of portfolio securities involve some risk of loss of rights in the collateral should the borrower fail financially.
A Fund may loan securities through third parties not affiliated with Neuberger Berman BD LLC (“NBBD” or the “Distributor”)
that would act as agent to lend securities to principal borrowers.
Policies
and Limitations. Each Fund may lend portfolio securities with a value not exceeding 33-1/3% of its total assets (taken at current
value) to banks, brokerage firms, or other institutional investors. The Funds have authorized State Street Bank and Trust Company (“State
Street”) to effect loans of available securities of the Funds with entities on State Street’s approved list of borrowers,
which includes State Street and its affiliates. The Funds may obtain a list of these approved borrowers. Borrowers are required continuously
to secure their obligations to return securities on loan from a Fund by depositing collateral in a form determined to be satisfactory
by the Fund Trustees. The collateral, which must be marked to market daily, must be initially equal to at least 102% (105% in the case
of foreign securities) of the market value of the loaned securities, which will also be marked to market daily. Thereafter, the collateral
must be equal to at least 100% of the market value of the loaned securities. See the section entitled “Cash Management and Temporary
Defensive Positions” for additional information on how a Fund may invest the collateral obtained from securities lending. A Fund
does not count uninvested collateral for purposes of any investment policy or limitation that requires the Fund to invest specific percentages
of its assets in accordance with its principal investment program. Securities lending by Quality Equity Portfolio is not subject
to that Fund’s Sustainable Investing Criteria.
The
following table shows the dollar amounts of income and dollar amounts of fees and/or compensation paid, relating to the securities lending
activities during the fiscal year ended December 31, 2025 for the below listed Fund(s).
| |
Mid
Cap Growth Portfolio |
| Gross
income from securities lending activities |
$122,173 |
| Fees
and/or compensation paid by the Fund for securities lending activities and related services |
| Fees
paid to securities lending agent from a revenue split |
$1,764 |
| Fees
paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are
not included in the revenue split |
$904 |
| Administrative
fees not included in revenue split |
$0 |
| Indemnification
fees not included in revenue split |
$0 |
| Rebate
(paid to borrower) |
$103,615 |
| Other
fees relating to the securities lending program that are not included in the revenue split |
$0 |
| Aggregate
fees/compensation for securities lending activities |
$106,283 |
| Net
income from securities lending activities |
$15,890 |
Securities
of ETFs and Other Exchange-Traded Investment Vehicles. A Fund may invest in the securities of ETFs and other pooled investment
vehicles that are traded on an exchange and that hold a portfolio of securities or other financial instruments (collectively, “exchange-traded
investment vehicles”). When investing in the securities of exchange-traded investment vehicles, a Fund will be indirectly exposed
to all the risks of the portfolio securities or other financial instruments they hold. The performance of an exchange-traded investment
vehicle will be reduced by transaction and other expenses, including fees paid by the exchange-traded investment vehicle to service providers.
ETFs are investment companies that are registered as open-end management companies or unit investment trusts. The limits that apply to
a Fund’s investment in securities of other investment companies generally apply also to a Fund’s investment in securities
of ETFs. See “Securities of Other Investment Companies.”
Shares of exchange-traded
investment vehicles are listed and traded in the secondary market. Many exchange-traded investment vehicles are passively managed and
seek to provide returns that track the price and yield performance of a particular index or otherwise provide exposure to an asset class
(e.g., currencies or commodities). Although such exchange-traded investment vehicles may invest in other instruments, they largely hold
the securities (e.g., common stocks) of the relevant index or financial instruments that provide exposure to the relevant asset class.
The share price of an exchange-traded investment vehicle may not track its specified market index, if any, and may trade below its NAV.
An active secondary market in the shares of an exchange-traded investment vehicle may not develop or be maintained and may be halted or
interrupted due to actions by its listing exchange, unusual market conditions, or other reasons. There can be no assurance that the shares
of an exchange-traded investment vehicle will continue to be listed on an active exchange.
A Fund also may effect short
sales of exchange-traded investment vehicles and may purchase and sell options on shares of exchange-traded investment vehicles. If a
Fund effects a short sale of an exchange-traded investment vehicle, it may take long positions in individual securities held by the exchange-traded
investment vehicle to limit the potential loss in the event of an increase in the market price of the exchange-traded investment vehicle
sold short.
Securities
of Other Investment Companies. As indicated above, investments by a Fund in shares of other investment companies are
subject to the limitations of the 1940 Act and the rules and regulations thereunder. However, pursuant to Rule 12d1-4, a Fund is permitted
to invest in shares of certain investment companies beyond the limits contained in the 1940 Act and the rules and regulations thereunder
if the Fund complies with the adopted framework for fund of funds arrangements under the rule. A Fund may invest in the securities of
other investment companies, including open-end management companies, closed-end management companies (including business development companies
(“BDCs”)) and unit investment trusts, that are consistent with its investment objectives and policies. Such an investment
may be the most practical or only manner in which a Fund can invest in certain asset classes or participate in certain markets, such as
foreign markets, because of the expenses involved or because other vehicles for investing in those markets may not be available at the
time the Fund is ready to make an investment. When investing in the securities of other investment companies, a Fund will be indirectly
exposed to all the risks of such investment companies’ portfolio securities. In addition, as a shareholder in an investment company,
a Fund would indirectly bear its pro rata share of that investment company’s advisory fees and other operating expenses. Fees and
expenses incurred indirectly by a Fund as a result of its investment in shares of one or more other investment companies generally are
referred to as “acquired fund fees and expenses” and may appear as a separate line item in a Fund’s Prospectus fee
table. For certain investment companies, such as BDCs, these expenses may be significant. The 1940 Act imposes certain restraints upon
the operations of a BDC. For example, BDCs are required to invest at least 70% of their total assets primarily in securities of private
companies or thinly traded U.S. public companies, cash, cash equivalents, U.S. government securities and high quality debt investments
that mature in one year or less. As a result, BDCs generally invest in less mature private companies, which involve greater risk than
well-established, publicly-traded companies. In addition, the shares of closed-end management companies may involve the payment of substantial
premiums above, while the sale of such securities may be made at substantial discounts from, the value of such issuer’s portfolio
securities. Historically, shares of closed-end funds, including BDCs, have frequently traded at a discount to their NAV, which discounts
have, on occasion, been substantial and lasted for sustained periods of time.
Certain money market funds
that operate in accordance with Rule 2a-7 under the 1940 Act float their NAV while others seek to preserve the value of investments at
a stable NAV (typically $1.00 per share). An investment in a money market fund, even an investment in a fund seeking to maintain a stable
NAV per share, is not guaranteed, and it is possible for a Fund to lose money by investing in these and other types of money market funds.
If the liquidity of a money market fund’s portfolio deteriorates below certain levels, the money market fund may suspend redemptions
(i.e., impose a redemption gate) and thereby prevent a Fund from selling its investment in the money market fund or impose a fee of up
to 2% on amounts a Fund redeems from the money market fund (i.e., impose a liquidity fee).
Policies
and Limitations. For cash management purposes, a Fund may invest an unlimited amount of its uninvested cash and cash collateral
received in connection with securities lending in shares of money market funds and unregistered funds that operate in compliance with
Rule 2a-7 under the 1940 Act, whether or not advised by the Manager or an affiliate, under specified conditions. See “Cash Management
and Temporary Defensive Positions.”
Otherwise, a Fund’s
investment in securities of other investment companies is generally limited to (i) 3% of the total voting stock of any one investment
company, (ii) 5% of the Fund’s total assets with respect to any one investment company and (iii) 10% of the Fund’s total
assets in all investment companies in the aggregate. However, a Fund may exceed these limits when investing in shares of an ETF, subject
to the requirements under Rule 12d1-4. In addition, each Fund may exceed these limits when investing in shares of certain other investment
companies, subject to the requirements under Rule 12d1-4. See “Fund of Funds Structure.”
Fund of fund arrangements
must comply with the provisions of the 1940 Act, Rule 12d1-4, or another rule. Pursuant to Rule 12d1-4, a Fund is permitted to exceed
the limits of Section 12 of the 1940 Act if the Fund complies with Rule 12d1-4’s conditions, including (i) limits on control and
voting; (ii) required evaluations and findings; (iii) required fund of funds investment agreements; and (iv) limits on complex structures.
Each Fund is also able to
invest up to 100% of its total assets in a master portfolio with the same investment objectives, policies and limitations as the Fund.
Short
Sales. A Fund may use short sales for hedging and non-hedging purposes. To effect a short sale, a Fund borrows a security from
or through a brokerage firm to make delivery to the buyer. A Fund is then obliged to replace the borrowed security by purchasing it at
the market price at the time of replacement. Until the security is replaced, a Fund is required to pay the lender any dividends on the
borrowed security and may be required to pay loan fees or interest. Short sales, at least theoretically, present a risk of unlimited loss
on an individual security basis, particularly in cases where a Fund is unable, for whatever reason, to close out its short positions,
since a Fund may be required to buy the security sold short at a time when the security has appreciated in value, and there is potentially
no limit to the amount of such appreciation.
A Fund may realize a gain
if the security declines in price between the date of the short sale and the date on which a Fund replaces the borrowed security. A Fund
will incur a loss if the price of the security increases between those dates. The amount of any gain will be decreased, and the amount
of any loss will be increased, by the amount of any premium or interest a Fund is required to pay in connection with a short sale. A short
position may be adversely affected by imperfect correlation between movements in the prices of the securities sold short and the securities
being hedged.
A Fund may also make short
sales against-the-box, in which it sells short securities only if it owns or has the right to obtain without payment of additional consideration
an equal amount of the same type of securities sold.
The effect of short selling
is similar to the effect of leverage. Short selling may amplify changes in a Fund’s NAV. Short selling may also produce higher
than normal portfolio turnover, which may result in increased transaction costs to a Fund.
Policies
and Limitations. A Fund’s ability to engage in short sales may be impaired by any temporary prohibitions on short selling
imposed by domestic and certain foreign government regulators. Any short sale borrowing is defined as a derivatives transaction under
Rule 18f-4 under the 1940 Act and will be subject to the requirements of that rule.
Special
Purpose Acquisition Companies. A Fund may invest in stock, warrants or other securities of special purpose acquisition companies
(“SPACs”) or similar special purpose entities that pool funds to seek potential acquisition opportunities. Unless and until
an acquisition is completed, a SPAC or similar entity generally maintains assets (less a portion retained to cover expenses) in a trust
account comprised of U.S. Government securities, money market securities, and cash. If an acquisition is not completed within a pre-established
period of time, the invested funds are returned to the entity’s shareholders. Because SPACs and similar entities are in essence
blank-check companies without an operating history or ongoing business other than seeking acquisitions, the value of their securities
is particularly dependent on the ability of the entity’s management to identify and complete a profitable acquisition. SPACs have
provided an opportunity for startups to go public without going through the traditional IPO process. This presents the risk that startups
may become publicly traded with potentially less due diligence than what is typical in a traditional IPO through an underwriter. Since
SPAC sponsors often stand to earn equity in the company if a deal is completed, SPAC sponsors may have a potential conflict of interest
in completing a deal that may be unfavorable for other investors in the SPAC. SPACs may allow shareholders to redeem their pro rata investment
immediately after the SPAC announces a proposed acquisition, sometimes including interest, which may prevent the entity’s management
from completing the transaction. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the
volatility of their prices. In addition, investments in SPACs may include private placements, including PIPEs, and, accordingly, may be
considered illiquid and/or be subject to restrictions on resale.
Stripped
Mortgage Backed Securities (SMBS). SMBS are derivative multi-class mortgage securities. SMBS may be issued by agencies or instrumentalities
of the U.S. Government, or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage
banks, commercial banks, investment banks and special purpose entities of the foregoing.
SMBS are usually structured
with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common
type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class
will receive most of the interest and the remainder of the principal. In the most extreme case, one class will receive all of the interest
(the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO”
class). The yield to maturity on an IO class is extremely sensitive to the rate of principal payments (including prepayments) on the related
underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on a Fund’s yield to maturity
from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, a Fund may fail
to recoup some or all of its initial investment in these securities even if the security is in one of the highest rating categories.
Although SMBS are purchased
and sold by institutional investors through several investment banking firms acting as brokers or dealers, these securities were only
recently developed. As a result, established trading markets have not yet developed and, accordingly, these securities may be deemed “illiquid”
and subject to each Fund’s limitations on investments in illiquid securities.
Stripped
Securities. Stripped securities are the separate income or principal components of a debt security. The risks associated with
stripped securities are similar to those of other debt securities, although stripped securities may be more volatile, and the value of
certain types of stripped securities may move in the same direction as interest rates. U.S. Treasury Department securities that have been
stripped by a Federal Reserve Bank are obligations issued by the U.S. Treasury Department.
Privately stripped government
securities are created when a dealer deposits a U.S. Treasury Department security or other U.S. Government security with a custodian for
safekeeping. The custodian issues separate receipts for the coupon payments and the principal payment, which the dealer then sells. These
coupons are not obligations of the U.S. Treasury Department.
Structured
Notes. A Fund may invest in structured notes, such as participatory notes, credit linked notes and securities (“CLNs”),
exchange-traded notes (“ETNs”) and other related instruments. These instruments are notes where the principal and/or interest
rate or value of the structured note is determined by reference to the performance of an underlying indicator. Underlying indicators may
include a security or other financial instrument, asset, currency, interest rate, credit rating, commodity, volatility measure or index.
Generally, investments in such notes are used as a substitute for positions in underlying indicators. The interest and/or principal payments
that may be made on a structured note may vary widely, depending on a variety of factors, including the volatility of the underlying indicator.
The performance results of structured notes will not replicate exactly the performance of the underlying indicator that the notes seek
to replicate due to transaction costs and other expenses. Issuers of structured notes can vary and may include corporations, banks, broker-dealers
and limited purpose trusts or other vehicles. Structured notes may be exchange traded or traded OTC and privately
negotiated.
Investments in structured
notes involve many of the same risks associated with a direct investment in the underlying indicator the notes seek to replicate. Structured
notes may be considered hybrid instruments as they may exhibit features of both fixed income securities and derivatives. The return on
a structured note that is linked to a particular underlying indicator that pays dividends generally is increased to the extent of any
dividends paid in connection with the underlying indicator. However, the holder of a structured note typically does not receive voting
rights and other rights as it would if it directly owned the underlying indicator. In addition, structured notes are subject to counterparty
risk, which is the risk that the issuer of the structured note will not fulfill its contractual obligation to complete the transaction
with a Fund. Structured notes constitute general unsecured contractual obligations of the issuer of the note and a Fund is relying on
the creditworthiness of such issuer and has no rights under a structured note against the issuer of an underlying indicator. Structured
notes involve transaction costs. Structured notes may be considered illiquid and, therefore, structured notes considered illiquid will
be subject to a Fund’s percentage limitation on investments in illiquid securities.
CLNs are typically issued
by a limited purpose trust or other vehicle (the “CLN trust”) that, in turn, invests in a derivative or basket of derivatives
instruments, such as credit default swaps, interest rate swaps and/or other securities, in order to provide exposure to certain high yield,
sovereign debt, emerging markets, or other fixed income markets. Generally, investments in CLNs represent the right to receive periodic
income payments (in the form of distributions) and payment of principal at the end of the term of the CLN. However, these payments are
conditioned on the CLN trust’s receipt of payments from, and the CLN trust’s potential obligations, to the counterparties
to the derivative instruments and other securities in which the CLN trust invests. For example, the CLN trust may sell one or more credit
default swaps, under which the CLN trust would receive a stream of payments over the term of the swap agreements provided that no event
of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default were to occur, the stream
of payments may stop and the CLN trust would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced
debt obligation. This, in turn, would reduce the amount of income and principal that a Fund would receive as an investor in the CLN trust.
A Fund may enter in CLNs to
gain access to sovereign debt and securities in emerging markets, particularly in markets where the Fund is not able to purchase securities
directly due to domicile restrictions or tax restrictions or tariffs. In such an instance, the issuer of the CLN may purchase the reference
security directly and/or gain exposure through a credit default swap or other derivative.
A Fund’s investments
in CLNs are subject to the risks associated with the underlying reference obligations and derivative instruments, including, among others,
credit risk, default risk, counterparty risk, interest rate risk, leverage risk and management risk.
Structured notes may also
include exchange-traded notes (“ETNs”), which are typically unsecured and unsubordinated like other structured notes. ETN
returns are based upon the performance of one or more underlying indicators and typically, no periodic coupon payments are distributed
and no principal protections exists, even at maturity. ETNs are listed on an exchange and traded in the secondary market. An ETN can be
held until maturity, at which time the issuer pays the investor a cash amount equal to the principal amount, subject to the day’s
market benchmark or strategy factor. When a Fund invests in ETNs, it will bear its proportionate share of any fees and expenses borne
by the ETN. Because fees reduce the amount of return at maturity or upon redemption, if the value of the underlying indicator decreases
or does not increase significantly, a Fund may receive less than the principal amount of its investment at maturity or upon redemption.
In addition, the value of an ETN also may be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack
of liquidity in underlying indicator, changes in the applicable interest rates, and economic, legal, political, or geographic events that
affect the underlying indicator. Some ETNs that use leverage can, at times, be relatively illiquid, and thus they may be difficult to
purchase or sell at a fair price. Leveraged ETNs are subject to the same risk as other instruments that use leverage in any form. There
may be restrictions on a Fund’s right to redeem its investment in an ETN, which are generally meant to be held until maturity.
A decision by a Fund to sell ETN holdings may be limited by the availability of a secondary market. In addition, although an ETN may be
listed on an exchange, the issuer may not be required to maintain the listing, and there can be no assurance that a secondary market will
exist for an ETN.
Sukuk.
Sukuk are financial certificates which are structured to comply with Shariah law and its investment principles, which prohibit the charging
or payment of interest. Sukuk represent undivided shares in the ownership of tangible assets relating to a specific investment activity.
The sukuk issuer, often a special purpose vehicle established to issue the sukuk, holds title to an asset or pool of assets. The sukuk
represent an interest in that asset, so the income to the investor comes from a share in revenues generated from the asset, not from interest
on the investor’s money. The sukuk investor’s investment in the sukuk does not represent a debt by the issuer of the underlying
asset to the entity that issued the sukuk. The issuer of the sukuk agrees in advance to repurchase the sukuk from the investor on a certain
date at a certain price.
As unsecured investments,
sukuk are backed only by the credit of the issuing entity, which may be a special purpose vehicle that holds no other assets. They are
thus subject to the risk that the issuer may not be able to repurchase the instrument at the agreed upon date for the agreed upon price,
if at all. Furthermore, since the purchasers of sukuk are investors in the underlying asset, they are subject to the risk that the asset
may not perform as expected, and the flow of income from the investments may be slower than expected or may cease altogether. In the event
of default, the process may take longer to resolve than conventional bonds. Evolving interpretations of Islamic law by courts or prominent
scholars may affect the free transferability of sukuk in ways that cannot now be foreseen. In that event, a Fund may be required to hold
its sukuk for longer than intended, even if their condition is deteriorating.
While the sukuk market has
grown significantly in recent years, there may be times when the market is illiquid and it is difficult for a Fund to make an investment
in or dispose of sukuk. Furthermore, the global sukuk market is significantly smaller than the conventional bond markets and restrictions
imposed by the Shariah board of the issuing entity may limit the investable universe of a Fund. Although a Fund may invest in sukuk, other
investments by a Fund, and each Fund as a whole, will not conform to Shariah law.
Terrorism
Risks. The terrorist attacks in the United States on September 11, 2001, had a disruptive effect on the U.S. economy and
financial markets. Terrorist attacks and other geopolitical events have led to, and may in the future lead to, increased short-term market
volatility and may have long-term effects on U.S. and world economies and financial markets. Those events could also have an acute effect
on individual issuers, related groups of issuers, or issuers concentrated in a single geographic area. A similar disruption of the financial
markets or other terrorist attacks could adversely impact interest rates, auctions, secondary trading, ratings, credit risk, inflation
and other factors relating to portfolio securities and adversely affect Fund service providers and the Funds’ operations.
Thermal
Coal Policy. Investments by the Funds (except Quality Equity Portfolio) in securities issued by companies that have
more than 25% of revenue derived from thermal coal mining or are expanding new thermal coal power generation are subject to formal review
and approval by Neuberger’s Stewardship and Sustainable Investing Committee before the initiation of any new investment positions
in the securities of those companies.
U.S.
Government and Agency Securities. “U.S. Government Securities” are obligations of the U.S. Treasury Department
backed by the full faith and credit of the United States. During times of market turbulence, investors may turn to the safety of securities
issued or guaranteed by the U.S. Treasury Department, causing the prices of these securities to rise and their yields to decline.
“U.S. Government Agency
Securities” are issued or guaranteed by U.S. Government agencies, or by instrumentalities of the U.S. Government, such as Ginnie
Mae (also known as the Government National Mortgage Association), Fannie Mae (also known as the Federal National Mortgage Association),
Freddie Mac (also known as the Federal Home Loan Mortgage Corporation), SLM Corporation (formerly, the Student Loan Marketing Association)
(commonly known as “Sallie Mae”), Federal Home Loan Banks (“FHLB”), and the Tennessee Valley Authority. Some
U.S. Government Agency Securities are supported by the full faith and credit of the United States, while others may be supported by the
issuer’s ability to borrow from the U.S. Treasury Department, subject to the U.S. Treasury Department’s discretion in certain
cases, or only by the credit of the issuer. Accordingly, there is at least a possibility of default. U.S. Government Agency Securities
include U.S. Government agency mortgage-backed securities. (See “Mortgage-Backed Securities” above.) The market prices of
U.S. Government Agency Securities are not guaranteed by the U.S. Government and generally fluctuate inversely with changing interest rates.
U.S. Government Agency Securities
are deemed to include (i) securities for which the payment of principal and interest is backed by an irrevocable letter of credit issued
by the U.S. Government, its agencies, authorities or instrumentalities and (ii) participations in loans made to foreign governments or
their agencies that are so guaranteed. The secondary market for certain of these participations is extremely limited. In the absence of
a suitable secondary market, such participations may therefore be regarded as illiquid.
A Fund may invest in separately
traded principal and interest components of securities issued or guaranteed by the U.S. Treasury Department. The principal and interest
components of selected securities are traded independently under the Separate Trading of Registered Interest and Principal of Securities
(“STRIPS”) program. Under the STRIPS program, the principal and interest components are individually numbered and separately
issued by the U.S. Treasury Department at the request of depository financial institutions, which then trade the component parts independently.
The market prices of STRIPS generally are more volatile than that of U.S. Treasury Department bills with comparable maturities.
Variable
or Floating Rate Securities; Demand and Put Features. Variable rate and floating
rate securities provide for automatic adjustment of the interest rate at fixed intervals (e.g., daily, weekly, monthly, or semi-annually)
or automatic adjustment of the interest rate whenever a specified interest rate or index changes. The interest rate on variable and floating
rate securities (collectively, “Adjustable Rate Securities”) ordinarily is determined by reference to a particular bank’s
prime rate, the 90-day U.S. Treasury Department Bill rate, the rate of return on commercial paper or bank CDs, an index of short-term
tax-exempt rates or some other objective measure.
Adjustable Rate Securities
frequently permit the holder to demand payment of the obligations’ principal and accrued interest at any time or at specified intervals
not exceeding one year. The demand feature usually is backed by a credit instrument (e.g., a bank letter of credit) from a creditworthy
issuer and sometimes by insurance from a creditworthy insurer. Without these credit enhancements, some Adjustable Rate Securities might
not meet a Fund’s quality standards. Accordingly, in purchasing these securities, a Fund relies primarily on the creditworthiness
of the credit instrument issuer or the insurer. A Fund can also buy fixed rate securities accompanied by a demand feature or by a put
option, which permits the Fund to sell the security to the issuer or third party at a specified price. A Fund may rely on the creditworthiness
of issuers of the credit enhancements in purchasing these securities.
Policies
and Limitations. No Fund may invest more than 5% of its total assets in securities backed by credit instruments from any one issuer
or by insurance from any one insurer. For purposes of this limitation, each Fund excludes securities that do not rely on the credit instrument
or insurance for their ratings, i.e., stand on their own credit. In calculating its dollar-weighted average maturity and duration, a Fund
is permitted to treat certain Adjustable Rate Securities as maturing on a date prior to the date on which the final repayment of principal
must unconditionally be made. In applying such maturity shortening devices, the Manager considers whether the interest rate reset is expected
to cause the security to trade at approximately its par value.
Warrants
and Rights. Warrants and rights may be acquired by a Fund in connection with
other securities or separately. Warrants are securities permitting, but not obligating, their holder to subscribe for other securities
or commodities and provide a Fund with the right to purchase at a later date other securities of the issuer. Rights are similar to warrants
but typically are issued by a company to existing holders of its stock and provide those holders the right to purchase additional shares
of stock at a later date. Rights also normally have a shorter duration than warrants. Warrants and rights do not carry with them the right
to dividends or voting rights with respect to the securities that they entitle their holder to purchase, and they do not represent any
rights in the assets of the issuer. Warrants and rights may be more speculative than certain other types of investments and entail risks
that are not associated with a similar investment in a traditional equity instrument. While warrants and rights are generally considered
equity securities, because the value of a warrant or right is derived, at least in part, from the value of the underlying securities,
they may be considered hybrid instruments that have features of both equity securities and derivative instruments. However, there are
characteristics of warrants and rights that differ from derivatives, including that the value of a warrant or right does not necessarily
change with the value of the underlying securities. The purchase of warrants and rights involves the risk that a Fund could lose the purchase
value of the warrants or rights if the right to subscribe to additional shares is not exercised prior to the warrants’ or rights’
expiration date because warrants and rights cease to have value if they are not exercised prior to their expiration date. Also, the purchase
of warrants and rights involves the risk that the effective price paid for the warrants or rights added to the subscription price of the
related security may exceed the value of the subscribed security’s market price such as when there is no movement in the price
of the underlying security. The market for warrants or rights may be very limited and it may be difficult to sell them promptly at an
acceptable price.
When-Issued
and Delayed-Delivery Securities and Forward Commitments. A Fund may purchase securities on a when-issued or delayed-delivery
basis and may purchase or sell securities on a forward commitment basis. These transactions involve a commitment by a Fund to purchase
or sell securities at a future date (ordinarily within two months, although a Fund may agree to a longer settlement period). These transactions
may involve mortgage-backed securities, such as GNMA, Fannie Mae and Freddie Mac certificates. The price of the underlying securities
(usually expressed in terms of yield) and the date when the securities will be delivered and paid for (the settlement date) are fixed
at the time the transaction is negotiated. When-issued and delayed-delivery purchases and forward commitment transactions are negotiated
directly with the other party, and such commitments are not traded on exchanges.
When-issued and delayed-delivery
purchases and forward commitment transactions enable a Fund to “lock in” what the Manager believes to be an attractive price
or yield on a particular security for a period of time, regardless of future changes in interest rates. For instance, in periods of rising
interest rates and falling prices, a Fund might sell securities it owns on a forward commitment basis to limit its exposure to falling
prices. In periods of falling interest rates and rising prices, a Fund might purchase a security on a when-issued, delayed-delivery or
forward commitment basis and sell a similar security to settle such purchase, thereby obtaining the benefit of currently higher yields.
When-issued, delayed-delivery and forward commitment transactions are subject to the risk that a counterparty may fail to complete the
purchase or sale of the security. If this occurs, a Fund may lose the opportunity to purchase or sell the security at the agreed upon
price. To reduce this risk, a Fund will enter into transactions with established counterparties and the Manager will monitor the creditworthiness
of such counterparties.
The value of securities purchased
on a when-issued, delayed-delivery or forward commitment basis and any subsequent fluctuations in their value are reflected in the computation
of a Fund’s NAV starting on the date of the agreement to purchase the securities. Because a Fund has not yet paid for the securities,
this produces an effect similar to leverage. A Fund does not earn interest on securities it has committed to purchase until the securities
are paid for and delivered on the settlement date. Because a Fund is committed to buying them at a certain price, any change in the value
of these securities, even prior to their issuance, affects the value of the Fund’s interests. The purchase of securities on a when-issued
or delayed-delivery basis also involves a risk of loss if the value of the security to be purchased declines before the settlement date.
When a Fund makes a forward commitment to sell securities it owns, the proceeds to be received upon settlement are included in that Fund’s
assets. Fluctuations in the market value of the underlying securities are not reflected in a Fund’s NAV as long as the commitment
to sell remains in effect.
When-issued, delayed-delivery
and forward commitment transactions may cause a Fund to liquidate positions when it may not be advantageous to do so in order to satisfy
its purchase or sale obligations.
Policies
and Limitations. A Fund will purchase securities on a when-issued or delayed-delivery basis or purchase or sell securities on a
forward commitment basis only with the intention of completing the transaction and actually purchasing or selling the securities. If deemed
advisable as a matter of investment strategy, however, a Fund may dispose of or renegotiate a commitment after it has been entered into.
A Fund also may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date.
A Fund may realize capital gains or losses in connection with these transactions. Depending on the terms of the when-issued, delayed-delivery
and forward commitment transactions, these transactions may meet the definition of a derivatives transaction under Rule 18f-4 under the
1940 Act and, if they do, they will be subject to the requirements of that rule.
A Fund may also enter into
a TBA agreement and “roll over” such agreement prior to the settlement date by selling the obligation to purchase the pools
set forth in the agreement and entering into a new TBA agreement for future delivery of pools of mortgage-backed securities. TBA mortgage-backed
securities may increase prepayment risks because the underlying mortgages may be less favorable than anticipated by a Fund.
Zero
Coupon Securities, Step Coupon Securities, Discount Obligations and Pay-in-Kind Securities.
A Fund may invest in zero coupon securities, step coupon securities and pay-in-kind securities. These do not entitle the holder to any
periodic payment of interest prior to maturity or that specify a future date when the securities begin to pay current interest. Each Fund
may also acquire certain debt securities at a discount. These discount obligations involve special risk considerations. Zero coupon securities
and step coupon securities are debt obligations that are issued and traded at a discount from their face amount or par value (known as
“original issue discount” or “OID”). OID varies depending on prevailing interest rates, the time remaining
until cash payments begin, the liquidity of the security, and the perceived credit quality of the issuer.
Zero coupon securities and
step coupon securities are redeemed at face value when they mature. Accrued OID must be included in a Fund’s gross income for federal
tax purposes ratably each taxable year prior to the receipt of any actual payments. Pay-in-kind securities pay “interest”
through the issuance of additional securities.
Because
each Fund must distribute substantially all of its net investment income (including non-cash income attributable to OID and “interest”
on pay-in-kind securities) or continue to qualify for treatment as a RIC and to minimize or avoid payment of federal income and excise
taxes, a Fund may have to dispose of portfolio securities under disadvantageous circumstances to generate cash, or may be required to
borrow, to satisfy the distribution requirements. See “Additional Tax Information - Taxation of the Funds.”
The market prices of zero
coupon securities, step coupon securities, pay-in-kind securities and discount obligations generally are more volatile than the prices
of securities that pay cash interest periodically. Those securities and obligations are likely to respond to changes in interest rates
to a greater degree than other types of debt securities having a similar maturity and credit quality.
Quality
Equity Portfolio - Description of Sustainable Investing Criteria
The Fund seeks long-term growth
of capital by investing primarily in securities of companies that meet its financial and sustainable investing criteria. Consistent with
this goal, the Fund is designed to allow investors to put their money to work and also support companies that follow principles of sustainability
and good corporate citizenship.
As stated in the prospectus,
the Portfolio Manager employs a fundamental, research driven approach to stock selection and portfolio construction, with a focus on long
term sustainability issues that, in the judgement of the Portfolio Manager, are financially material. This sustainable investment approach
seeks to identify high quality, well-positioned companies with leadership that is focused on sustainability issues relevant to their business.
In doing such, the Portfolio Manager seeks to identify companies with certain practices, including (i) clear and relevant communication
regarding management’s understanding, commitment to, and prioritization of, sustainability issues relevant to the business; (ii)
identification and disclosure of financially material sustainability considerations and management objectives (e.g., sustainability-linked
goals and targets, including their supply chain, or executive compensation frameworks linked to such goals and targets); and/or (iii)
board-level oversight on financially material sustainability issues.
Among companies that meet
these criteria, the Portfolio Manager looks for those that show leadership in environmental, social and governance considerations, including
safe and equitable workplace practices and constructive community relations. The Fund focuses on investing in companies that are responsive
to environmental issues; are agents of favorable change in workplace policies (particularly for women and minorities); are committed to
upholding universal human rights standards; and are good corporate citizens. In addition, the Fund seeks to avoid companies with products
with credible negative public health implications. In doing such, the Fund seeks to identify companies with certain practices, including
those outlined herein.
The Fund looks for companies
that show leadership in their environmental and workplace practices. The Fund seeks to invest in companies that demonstrate sustainability
practices in the following areas:
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● |
Employment practices and diversity policies |
|
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Product integrity (safety, quality) |
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● |
Disclosure and sustainability reporting |
In addition to examining sustainability
practices, the Fund endeavors to avoid companies that derive revenue from gambling or the production of:
The Fund may also consider
public health issues, externalities associated with a company’s products, and general corporate citizenship in making its investment
decisions.
Interpretation of Sustainable Investing Criteria
The Fund’s Sustainable
Investing Criteria require interpretation in their application and are applied at the discretion of the portfolio management team. To
determine and monitor revenue-based and absolute exclusions, the portfolio management team uses data generated internally by the Manager
and/or its affiliates or provided by one or more external third-party research providers. The following discussion provides further detail
about the interpretation of the Fund’s Sustainable Investing Criteria.
Tobacco
Manufacturers. The
Fund does not buy or hold companies that derive 5% or more of revenues from the manufacture of tobacco products. This primarily excludes
producers of cigarettes, e-cigarettes, cigars, pipe tobacco, and smokeless tobacco products (snuff and chewing tobacco).
Processors and Suppliers.
The Fund does not buy or hold companies that are in the business of processing tobacco and supplying tobacco to these manufacturers.
Retail Sales. The Fund
does not buy or hold companies that derive a majority of revenues from the retail sale of tobacco products.
Tobacco-Related Products.
The Fund does not buy or hold companies that derive a majority of revenues from the sale of goods used in the actual manufacture of
tobacco products, such as cigarette papers and filters.
The Fund may
buy or hold companies that sell certain key products to the tobacco industry. These items include: cigarette packets, boxes, or cartons;
the paperboard used in the manufacture of cigarette boxes or cartons; the cellophane wrap used to enclose cigarette packets or boxes;
magazine or newspaper space sold for cigarette advertisements; and billboard space rented for cigarette advertisements. In general, the
Fund does not exclude such companies from investment, although it may reconsider companies that derive substantial revenues from these
activities on a case-by-case basis.
Alcohol
Manufacturers and Producers.
The Fund does not buy or hold companies that derive 5% or more of revenues from the manufacture of alcoholic beverages. This primarily
excludes distillers of hard liquors, brewers, and vintners.
Retail Sales. The Fund
does not buy or hold companies that derive a majority of revenues from the retail sale of alcoholic beverages. This relates primarily
to restaurant chains and convenience stores.
The Fund may buy
or hold:
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● |
agricultural products companies that sell products to the alcohol industry for use in the production of alcoholic
beverages (primarily grain alcohol producers); |
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companies that sell unprocessed agricultural goods, such as barley or grapes, to producers of alcoholic beverages;
or |
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companies that produce products to be used in production of alcohol such as: enzymes, catalysts and fermentation
agents. |
Gambling
Owners and Operators. The
Fund does not buy or hold companies that derive 5% or more of revenues from the provision of gaming services. This primarily excludes
owners and operators of casinos, riverboat gambling facilities, horse tracks, dog tracks, bingo parlors, or other betting establishments.
Manufacturers of Gaming
Equipment. The Fund does not buy or hold companies that derive 5% or more of revenues from the manufacture of gaming equipment or
the provision of goods and services to lottery operations.
The Fund may buy
or hold companies that:
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provide specialized financial services to casinos; or |
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sell goods or services that are clearly nongaming-related to casinos or other gaming operations. |
Military
Contracting
Major Prime Contractors.
The Fund does not buy or hold companies that derive 10% or more of revenues from weapons related contracts. Although the Fund may invest
in companies that derive less than 10% of revenues from weapons contracts, the Fund generally avoids large military contractors that have
weapons-related contracts that total less than 10% of revenues but are, nevertheless, substantial in dollar value and designed exclusively
for weapons-related activities. While it is often difficult to obtain precise weapons contracting figures, the Fund will make a good faith
effort to do so.
Controversial
Weapons/Firearms/Munitions
The Fund is committed to supporting
and upholding conventions that seek to ban the production of controversial weapons. As a result, the Fund is prohibited from investing
in securities issued by companies that we believe are involved in the manufacture of controversial weapons.
We define involvement in the
manufacture of controversial weapons as either being responsible for end manufacture and assembly of controversial weapons, or being responsible
for the manufacture of intended use components for controversial weapons. Dual-use component manufacturers or delivery platform manufacturers
are not included. We define controversial weapons as follows:
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● |
Biological and chemical weapons. Weapons outlawed by the Biological and Toxin Weapons Convention of 1972 and
the Chemical Weapons Convention of 1993. |
|
● |
Anti-personnel mines. Weapons that signatories agreed to, prohibit the use, stockpiling, production or transfer
of, under the 1997 Anti-personnel Landmines Convention. The Convention does not address the issue of financial support for companies that
manufacture such weapons. |
|
● |
Cluster munitions. Weapons that signatories agreed to restrict the manufacture, use and stockpiling of, as
well as components of these weapons, under the 2008 Convention on Cluster Munitions. The implications for financial support of companies
that manufacture cluster munitions is left unclear in the Convention. As a result, signatory states and the institutions based on them
have taken a range of approaches to the question of prohibiting or allowing investments in cluster munitions producers: some prohibit
all investments, some prohibit only direct investments and some have not yet banned investments. |
|
● |
Depleted uranium weapons. Companies involved in the production of depleted uranium (DU) weapons, ammunition
and armor. |
Manufacturers. The
Fund is prohibited from purchasing the securities of issuers that derive more than 10% of their revenues from the production of weapons
or tailor-made components thereof. The Fund is also prohibited from purchasing the securities of issuers that manufacture nuclear weapons
or key nuclear weapons components. This also includes the manufacture of firearms such as pistols, revolvers, rifles, shotguns, or sub-machine
guns. The Fund will also not buy or hold companies that produce small arms ammunition.
Retailers. The Fund
does not buy or hold companies that derive a majority of revenues from the wholesale or retail distribution of firearms or small arms
ammunition.
Private
Prisons
The Fund does not buy or hold
companies that are involved in the operation of for-profit prisons or the provision of integral services to these types of facilities,
given significant social controversy, reputational risks, dependency on Department of Justice policies, and facilities which are not easily
reconfigurable for alternate uses.
Environment
The Fund seeks to invest in
companies that have demonstrated a commitment to environmental stewardship and sustainability through either minimizing their environmental
footprint or producing products and services that have a direct environmental benefit. Among other things, it will look for companies:
|
● |
that have disclosed a plan to reduce greenhouse gas emissions to near zero and offset any remaining emissions
with the goals to balance the amount of carbon put into the atmosphere with the amount removed. This includes companies that have made
and disclosed short-term and long term science-based net zero targets, commitments, efforts and necessary investments to meet the Paris
Agreement's 1.5°C global warming target. As part of the Fund’s focus on identifying companies that demonstrate positive environmental
sustainability practices, the Portfolio Manager engages with companies in an effort to promote the adoption of sustainability best practices
and disclosure, including commitments to the pursuit of net zero targets. |
|
● |
that have integrated environmental management systems; |
|
● |
have heightened awareness and are proactively addressing climate change related issues; |
|
● |
have measurably reduced their emissions to the air, land or water and/or are substantially lower than their
peers; |
|
● |
continue to make progress in implementing environmental programs to increase efficiency, decrease energy and
water consumption and reduce their overall impact on biodiversity; |
|
● |
have innovative processes or products that offer an environmental benefit including but not limited to clean
technology, renewables, alternative energy and organic agriculture; |
|
● |
are committed to the public disclosure of environmental policies, goals, and progress toward those goals; |
|
● |
have minimized penalties, liabilities and contingencies and are operationally sustainable; and |
|
● |
participate in voluntary environmental multi-stakeholder initiatives led by government agencies such as the
Environmental Protection Agency (EPA) and/or non-governmental organizations (NGOs). |
Environmental
Risk
The Fund seeks to avoid companies
whose products it has determined pose unacceptable levels of environmental risk. To that end, the Fund does not buy or hold companies
that:
|
● |
are major manufacturers of hydrochlorofluorocarbons, bromines, or other ozone-depleting chemicals; |
|
● |
are major manufacturers of pesticides or chemical fertilizers; |
|
● |
operate in the mining industry; or |
|
● |
are majority owners or operators of nuclear power plants (see Nuclear Power section). |
Nuclear Power Majority
Owners and Operators. The Fund does not buy or hold companies that are majority owners or operators of nuclear power plants.
The Fund may buy
or hold:
|
● |
engineering or construction companies that are involved in the construction of a nuclear power plant or provide
maintenance services to such plants in operation; or |
|
● |
companies that are purchasers and/or distributors of electricity that may have been generated from nuclear
power plants (but are not themselves majority owners/operators of such plants, e.g., electric utilities, data centers.). |
Fossil Fuels. We believe
a sustainable portfolio minimizes or neutralizes the exposure to certain pieces of the fossil fuel value chain owing to the varied contribution
to climate and environmental risk.
Coal and unconventional
oil & gas supply. Given the high carbon footprint among fossil fuels, the Fund is prohibited from purchasing the securities of
companies that derive substantial revenue from the extraction of coal or unconventional oil methods. To that end, the Fund may not buy
or hold securities in companies that:
|
● |
Thermal Coal. Derive more than 10% of revenue from the mining of thermal coal. |
|
● |
Unconventional oil supply (oil sands). Derive more than 10% of revenue from oil sands extraction. |
Electricity Generation.
For companies where power generation makes up more than 10% of revenue, we believe a sustainable portfolio should only invest in generation
owners that are aligned with a lower carbon emissions economy. The Fund therefore may not buy or hold securities in companies that:
|
● |
Thermal Coal. Derive more than 30% of MWh generation from thermal coal. |
|
● |
Liquid fuels (oil). Derive more than 30% of MWh generation from liquid fuels (oil). |
|
● |
Natural Gas electricity generation. Derive more than 90% of MWh generation from natural gas and this
threshold may decline over time to align with a glide path to greater renewables penetration. |
Conventional oil &
gas supply. We recognize natural gas can play a role in the transition to a lower carbon economy, and believe oil and gas producers
should be evolving their businesses to increase the proportion of gas and renewables in the business mix. The Fund therefore is prohibited
from investments in companies with less than 20% of reserves from natural gas.
The Fund focuses on identifying
companies that are responsive to environmental issues, including those that have identified and communicated climate-related financial
risks and opportunities, have identified and communicated net-zero transition plans, have committed to or are transitioning to facilitate
global decarbonization and/or the reduction of other greenhouse gas emissions.
In addition, the Fund may
invest in energy companies that have demonstrated a commitment to the carbon transition. Carbon transition refers to the global energy
sector’s shift from fossil-based systems of energy production and consumption — including oil, natural gas and coal —
to renewable energy sources.
Demonstrated commitment may
include the following:
|
● |
Companies with board level oversight on climate change issues and climate transition plans in place; |
|
● |
Companies with robust disclosure around climate risks and opportunities; |
|
● |
Companies who have set science-based emissions reduction targets; and |
|
● |
Companies deriving significant revenue from contributing activities (as defined below). |
A combination of the above
characteristics and leadership qualities will be taken into consideration to provide a holistic view of a company’s overall management,
preparedness and actionable commitments in order to transition to a lower carbon economy, all of which may influence decisions regarding
security purchases and portfolio construction.
Contributing Activity.
Where referenced, a “contributing activity” refers to an environmentally sustainable economic activity in the areas of climate
change mitigation, climate change adaptation, the sustainable use and protection of water and marine resources, the transition to a circular
economy, pollution prevention and control and the protection and restoration of biodiversity and ecosystems.
The Fund seriously considers
a company’s environmental liabilities, both accrued and unaccrued, as a measure of environmental risk. It views public disclosure
of these liabilities as a positive step.
Regulatory
Problems
The Fund seeks to avoid companies
with involvement in major environmental controversies. It will look at a combination of factors in this area and will decide if, on balance,
a company qualifies for investment. Negative factors may include:
|
● |
environmental fines or penalties issued by a state or federal agency or court over the most recent three calendar
years; and/or |
|
● |
highly publicized community environmental lawsuits or controversies. |
Positive factors may include:
|
● |
preparing for potential regulatory changes, |
|
● |
implementing a consistent set of standards across a company’s business globally; and |
|
● |
having demonstrated consistent and sustained implementation of practices that address and remedy prior fines,
censures or judgments. |
If a company already held
in the Fund becomes involved in an environmental controversy, the Fund will communicate with the company to press for positive action.
The Fund will not necessarily divest the company’s shares if it perceives a path to remediation and policies and procedures are
implemented to mitigate risk of recurrence.
Employment
and Workplace Practices
The Fund endeavors to invest
in companies whose employment and workplace practices are considered safe, fair and egalitarian. Examples of favorable employment practices
include, but are not limited to, companies that:
|
● |
Offer competitive and comprehensive benefits; |
|
● |
Are considered to have favorable employee engagement cultures; |
|
● |
Have undertaken a pay equity analysis to ensure workers with similar backgrounds, experience and performance
are awarded equal pay; and |
|
● |
Have exceptional workplace safety records, particularly Occupational Safety and Health Administration Star
certification for a substantial number of its facilities and/or a marked decrease in their lost time accidents and workers compensation
insurance rates. |
The Fund will seek to avoid
investing in companies that have:
|
● |
demonstrated a blatant disregard for worker safety; or |
|
● |
historically had poor relations with employees, contractors or suppliers. |
Although the Fund is deeply
concerned about the labor practices of companies with international operations, it may buy or hold companies that are currently or have
been involved in related controversies. The Fund recognizes that it is often difficult to obtain accurate and consistent information in
this area; however, it will seek to include companies that are complying with or exceeding International Labour Organization (ILO) standards.
Workplace
Culture and Inclusion
The
Fund seeks to invest in companies that demonstrate leadership in fostering a positive and inclusive workplace culture. Examples of favorable
practices include, but are not limited to, companies that:
|
● |
implement innovative hiring, training, or other programs, or
otherwise have a superior reputation for cultivating an inclusive and engaged workforce; |
|
● |
promote the advancement of employees into senior positions
based on merit and capability; |
|
● |
have a Board of Directors comprised primarily of qualified,
independent directors with a broad range of relevant experience; |
|
● |
offer training and support groups that encourage employee engagement
and belonging; and |
|
● |
purchase goods and services from firms that demonstrate a commitment
to maintaining an inclusive workplace culture. |
While
the Fund encourages companies to have boards of directors and senior management teams that reflect a wide range of backgrounds and experiences,
the absence of individuals from any particular demographic group does not warrant a company’s exclusion from the Fund.
Community
Relations
The Fund believes that it
is important for companies to have positive relations with the communities in which they are located inclusive of all races and socio-economic
status. Examples of favorable practices include, but are not limited to, companies that:
|
● |
have open communications within the communities in which they operate; |
|
● |
actively support charitable organizations, particularly multi-year commitments to local community groups; and |
|
● |
earn the ‘right to operate’ and minimize business interruption through active communications with
the local community. |
The Fund seeks to avoid companies
with involvement in recent environmental controversies that have significantly affected entire communities (See “Environmental
Risk” and “Regulatory Problems” above). The Fund will be particularly stringent with those companies of which the
managers are aware that do not have positive relations with the communities in which they operate.
Human
Rights
Global Norms and Standards.
The Fund is prohibited from purchasing the securities of issuers whose activities breach the principles of the UN Global Compact (UNGC),
the OECD Guidelines on Multinational Enterprises, the ILO’s declaration on Fundamental Rights and Principles at Work and the UN
Guiding Principles (UNGP). We look for companies that:
|
● |
have taken steps to refine their disclosure methods so that they are complete, consistent and measurable; |
|
● |
have developed or are in the process of developing a vision and human rights strategy or to formalize an already
existing standard and process; |
|
● |
have identified or are in the process of identifying opportunities that will enhance their overall business and/or
where they can take a leadership and advocacy role and extend principles to their suppliers, networks and stakeholders within their sphere
of influence; |
|
● |
strive to build partnerships with NGOs (non-governmental organizations), local communities, labor unions and
other businesses in order to learn best practices; or |
|
● |
conduct human rights due diligence that involves identifying and assessing salient human rights issues alongside
potential adverse human rights impacts. |
Product
Integrity (Safety, Quality)
The Fund seeks to avoid companies
whose products have negative public health implications. Among other things, the Fund will consider:
|
● |
the nature of a company’s products; |
|
● |
whether a company has significant (already accrued or settled lawsuits) or potentially significant (pending lawsuits
or settlements) product liabilities; |
|
● |
if a company’s products are innovative and/or address unmet needs, with positive environmental and societal
benefits; |
|
● |
whether a company is a leader in quality, ethics and integrity across the supply, production, distribution and
post-consumption recycling phases; or |
|
● |
whether a company has high quality control standards in place with regards to animal welfare. |
Supply
Chain Management
The Fund seeks companies with
well-managed supply chain systems that meet or exceed reliability, efficiency, product quality and regulatory standards. Among other things,
the Fund will consider:
|
● |
companies that have identified or are in the process of identifying the components of their supply chains; and |
|
● |
companies that engage suppliers to commit to a sustainability standard code of conduct. |
Responsible
and ethical use of technology
The Fund seeks companies that
demonstrate leadership in developing and implementing best practices and provide decision useful disclosure around the responsible and
ethical use of existing and emerging technologies. Among other things, the Fund will consider:
|
● |
companies that incorporate what we view as best practices in the ongoing development of new technologies (i.e.
Responsible Artificial Intelligence “AI”) and consider and seek to avoid adverse impacts, |
|
● |
companies that incorporate responsible practices and awareness around youth and adult mental health implications
of product usage, particularly related to digital media including social media and gaming, |
|
● |
companies with practices that acknowledge “Know Your Customer” due diligence considerations regarding
product usage. |
Disclosure
The Fund seeks companies that
demonstrate a commitment to:
|
● |
enhanced transparency and sustainability reporting, such as the Global Reporting Initiative (GRI), CDP, Sustainable
Accounting Standards Board (SASB Standards) and other evolving frameworks; and |
|
● |
participation in voluntary multi-stakeholder initiatives relevant to their business and supply chain. |
General
Corporate Actions.
If a company held in the Fund subsequently becomes involved in tobacco, alcohol, gambling, weapons, or nuclear power (as described above)
through a corporate acquisition or change of business strategy, and lacking a credible path to remediation no longer satisfies the Sustainable
Investing Criteria, the Fund will eliminate the position at the time deemed appropriate by the Fund given market conditions. The Fund
will divest such companies’ shares whether or not they have taken strong positive initiatives in the other Sustainable Investing
Criteria areas that the Fund considers.
Parent and Subsidiary Relationships.
This policy will also evaluate parent / subsidiary relationships and upon evaluation of an issuer’s eligibility pursuant to the
Sustainable Exclusion Policy, all subsidiaries which are greater than 50% owned by the issuer, will be considered consolidated for the
purpose of considering the metrics and overall worthiness of the issuer to comply with the policy. This policy, however, does not require
that the parent company of an issuer be considered when evaluating the issuer’s metrics and overall worthiness to comply with this
policy. As such, the policy permits investment in an issuer whose products and services meet the requirements of the policy, provided
that the issuer is a stand-alone business operation whose obligations are non-recourse to its parent company, such issuers being “Eligible
Subsidiaries.”. Financial services firms (e.g., banks, broker-dealers, asset managers, insurance companies) and investment companies
will not be consolidated with other companies based on their investment in or provision of loans to such companies.
PERFORMANCE INFORMATION
Each Fund’s performance
figures are based on historical results and are not intended to indicate future performance. The share price and total return of each
Fund will vary, and an investment in a Fund, when redeemed, may be worth more or less than an investor’s original cost.
TRUSTEES AND OFFICERS
The following tables set forth
information concerning the Fund Trustees and Officers of the Trust. All persons named as Fund Trustees and Officers also serve in similar
capacities for other funds administered or managed by NBIA. A Fund Trustee who is not an “interested person” of NBIA (including
its affiliates) or the Trust is deemed to be an independent Fund Trustee (“Independent Fund Trustee”).
Information about the Board
of Trustees
|
Name, (Year of Birth), and Address (1)
|
Position(s)
and Length of Time Served (2) |
Principal
Occupation(s) (3) |
Number
of Funds in Fund Complex Overseen by Fund Trustee |
Other
Directorships Held Outside Fund Complex by Fund Trustee (3) |
| Independent
Fund Trustees |
| Michael
J. Cosgrove (1949) |
Trustee
since 2015 |
President,
Carragh Consulting USA, since 2014; formerly, Executive, General Electric Company, 1970 to 2014, including President, Mutual Funds and
Global Investment Programs, GE Asset Management, 2011 to 2014, President and Chief Executive Officer, Mutual Funds and Intermediary Business,
GE Asset Management, 2007 to 2011, President, Institutional Sales and Marketing, GE Asset Management, 1998 to 2007, and Chief Financial
Officer, GE Asset Management, and Deputy Treasurer, GE Company, 1988 to 1993. |
46 |
Member
of Advisory Board, Burke Neurological Institute, since 2021; Parish Councilor, St. Pius X, since 2021, and Treasurer, since 2020; formerly,
Director, America Press, Inc. (not-for-profit Jesuit publisher), 2015 to 2021; formerly, Director, Fordham University, 2001 to 2018; formerly,
Director, The Gabelli Go Anywhere Trust, June 2015 to June 2016; formerly, Director, Skin Cancer Foundation (not-for-profit), 2006 to
2015; formerly, Director, GE Investments Funds, Inc., 1997 to 2014; formerly, Trustee, GE Institutional Funds, 1997 to 2014; formerly,
Director, GE Asset Management, 1988 to 2014; formerly, Director, Elfun Trusts, 1988 to 2014; formerly, Trustee, GE Pension & Benefit
Plans, 1988 to 2014; formerly, Member of Board of Governors, Investment Company Institute. |
| Marc
Gary (1952) |
Trustee
since 2015 |
Executive
Vice Chancellor Emeritus, The Jewish Theological Seminary, since 2020; formerly, Executive Vice Chancellor and Chief Operating Officer,
The Jewish Theological Seminary, 2012 to 2020; formerly, Executive Vice President and General Counsel, Fidelity Investments, 2007 to 2012;
formerly, Executive Vice President and General Counsel, BellSouth Corporation, 2004 to 2007; formerly, Vice President and Associate General
Counsel, BellSouth Corporation, 2000 to 2004; formerly, Associate, Partner, and National Litigation Practice Co-Chair, Mayer, Brown LLP,
1981 to 2000; formerly, Associate Independent Counsel, Office of Independent Counsel, 1990 to 1992. |
46 |
Director,
Jewish Federation of Atlanta, since 2023; Director, Israel Policy Forum, since 2023; Director, JCC of Westchester, since 2022; Director,
Jewish Democratic Counsel of America, since 2022; Chair and Director, USCJ Supporting Foundation, since 2021; Director, UJA Federation
of Greater New York, since 2019; Trustee, The Jewish Theological Seminary, since 2014; Director, Lawyers Committee for Civil Rights Under
Law (not-for-profit), since 2005; formerly, Director, Jewish Federation of New York, 2017 to 2023; formerly, Director, Legility, Inc.
(privately held for-profit company), 2012 to 2021; formerly, Director, Equal Justice Works (not-for-profit), 2005 to 2014; formerly, Director,
Corporate Counsel Institute, Georgetown University Law Center, 2007 to 2012; formerly, Director, Greater Boston Legal Services (not-for-profit),
2007 to 2012. |
|
Name, (Year of Birth), and Address (1)
|
Position(s)
and Length of Time Served (2) |
Principal
Occupation(s) (3) |
Number
of Funds in Fund Complex Overseen by Fund Trustee |
Other
Directorships Held Outside Fund Complex by Fund Trustee (3) |
| Martha
C. Goss (1949) |
Trustee
since 2007 |
Formerly,
President, Woodhill Enterprises Inc./Chase Hollow Associates LLC (personal investment vehicle), 2006 to 2020; formerly, Consultant, Resources
Global Professionals (temporary staffing), 2002 to 2006; formerly, Chief Financial Officer, Booz-Allen & Hamilton, Inc., 1995 to 1999;
formerly, Enterprise Risk Officer, Prudential Insurance, 1994 to 1995; formerly, President, Prudential Asset Management Company, 1992
to 1994; formerly, President, Prudential Power Funding (investments in electric and gas utilities and alternative energy projects), 1989
to 1992; formerly, Treasurer, Prudential Insurance Company, 1983 to 1989. |
46 |
Director,
American Water (water utility), since 2003; Director, Allianz Life of New York (insurance), since 2005; formerly, Director, Berger Group
Holdings, Inc. (engineering consulting firm), 2013 to 2018; formerly, Director, Financial Women’s Association of New York (not-for-profit
association), 1987 to 1996 and 2003 to 2019; Trustee Emerita, Brown University, since 1998; Director, Museum of American Finance (not-for-profit),
since 2013; formerly, Non-Executive Chair and Director, Channel Reinsurance (financial guaranty reinsurance), 2006 to 2010; formerly,
Director, Ocwen Financial Corporation (mortgage servicing), 2005 to 2010; formerly, Director, Claire’s Stores, Inc. (retailer),
2005 to 2007; formerly, Director, Parsons Brinckerhoff Inc. (engineering consulting firm), 2007 to 2010; formerly, Director, Bank Leumi
(commercial bank), 2005 to 2007; formerly, Advisory Board Member, Attensity (software developer), 2005 to 2007; formerly, Director, Foster
Wheeler Manufacturing, 1994 to 2004; formerly, Director, Dexter Corp. (Manufacturer of Non-Wovens, Plastics, and Medical Supplies), 1992
to 2001. |
|
Ami
Kaplan
(1960) |
Trustee
since 2023 |
Formerly,
Partner, Deloitte LLP, 1982 to 2023, including Vice Chair, 2017 to 2020; formerly, President and Board Chair, Women’s Forum of
New York, 2014 to 2016. |
46 |
None. |
| Michael
M. Knetter (1960) |
Trustee
since 2007 |
President
and Chief Executive Officer, University of Wisconsin Foundation, since 2010; formerly, Dean, School of Business, University of Wisconsin
- Madison; formerly, Professor of International Economics and Associate Dean, Amos Tuck School of Business - Dartmouth College, 1998 to
2002. |
46 |
Director,
1WS Credit Income Fund, since 2018; Board Member, American Family Insurance (a mutual company, not publicly traded), since March 2009;
formerly, Trustee, Northwestern Mutual Series Fund, Inc., 2007 to 2011; formerly, Director, Wausau Paper, 2005 to 2011; formerly, Director,
Great Wolf Resorts, 2004 to 2009. |
|
Name, (Year of Birth), and Address (1)
|
Position(s)
and Length of Time Served (2) |
Principal
Occupation(s) (3) |
Number
of Funds in Fund Complex Overseen by Fund Trustee |
Other
Directorships Held Outside Fund Complex by Fund Trustee (3) |
| Deborah
C. McLean (1954) |
Trustee
since 2015 |
Member,
Circle Financial Group (private wealth management membership practice), since 2011; Managing Director, Golden Seeds LLC (an angel investing
group), since 2009; Adjunct Professor (Corporate Finance), Columbia University School of International and Public Affairs, since 2008;
formerly, Visiting Assistant Professor, Fairfield University, Dolan School of Business, Fall 2007; formerly, Adjunct Associate Professor
of Finance, Richmond, The American International University in London, 1999 to 2007.
|
46 |
Board
Member, The Maritime Aquarium at Norwalk, since 2020; Board Member, Norwalk Community College Foundation, since 2014; formerly, Dean’s
Advisory Council, Radcliffe Institute for Advanced Study, 2014 to 2023; formerly, Director and Treasurer, At Home in Darien (not-for-profit),
2012 to 2014; formerly, Director, National Executive Service Corps (not-for-profit), 2012 to 2013; formerly, Trustee, Richmond, The American
International University in London, 1999 to 2013. |
| Paul
M. Nakasone (1963) |
Trustee
since 2024 |
Formerly,
Director, National Security Agency, 2018 to 2024; formerly, Commander, U.S. Cyber Command, 2018-2024. |
46 |
None. |
| Tom
D. Seip (1950) |
Trustee
since 2000; Chairman of the Board since 2008; formerly, Lead Independent Trustee from 2006 to 2008 |
Formerly,
Managing Member, Ridgefield Farm LLC (a private investment vehicle), 2004 to 2016; formerly, President and CEO, Westaff, Inc. (temporary
staffing), May 2001 to January 2002; formerly, Senior Executive, The Charles Schwab Corporation, 1983 to 1998, including Chief Executive
Officer, Charles Schwab Investment Management, Inc.; formerly, Trustee, Schwab Family of Funds and Schwab Investments, 1997 to 1998; formerly,
Executive Vice President-Retail Brokerage, Charles Schwab & Co., Inc., 1994 to 1997. |
46 |
Trustee,
University of Maryland, Shore Regional Health System, since 2020; formerly, Director, H&R Block, Inc. (tax services company), 2001
to 2018; formerly, Director, Talbot Hospice Inc., 2013 to 2016; formerly, Chairman, Governance and Nominating Committee, H&R Block,
Inc., 2011 to 2015; formerly, Chairman, Compensation Committee, H&R Block, Inc., 2006 to 2010; formerly, Director, Forward Management,
Inc. (asset management company), 1999 to 2006. |
|
Name, (Year of Birth), and Address (1)
|
Position(s)
and Length of Time Served (2) |
Principal
Occupation(s) (3) |
Number
of Funds in Fund Complex Overseen by Fund Trustee |
Other
Directorships Held Outside Fund Complex by Fund Trustee (3) |
|
Franklyn
E. Smith
(1961) |
Trustee
since 2023 |
Formerly,
Partner, PricewaterhouseCoopers LLP, 1989 to 2021. |
46 |
Director,
Zurich American Insurance Company, Zurich American Life Insurance Company and Zurich American Life Insurance Company of New York, since
2023. |
| Fund
Trustees who are “Interested Persons” |
|
Joseph
V. Amato*
(1962) |
Chief
Executive Officer and President since 2018 and Trustee since 2009 |
President
and Director, Neuberger Berman Group LLC, since 2009; President and Chief Executive Officer, Neuberger Berman BD LLC and Neuberger Berman
Holdings LLC (including its predecessor, Neuberger Berman Inc.), since 2007; Chief Investment Officer (Equities) and President (Equities),
NBIA (formerly, Neuberger Berman Fixed Income LLC and including predecessor entities), since 2007, and Board Member of NBIA, since 2006;
formerly, Global Head of Asset Management of Lehman Brothers Holdings Inc.’s (“LBHI”) Investment Management Division,
2006 to 2009; formerly, member of LBHI’s Investment Management Division’s Executive Management Committee, 2006 to 2009;
formerly, Managing Director, Lehman Brothers Inc. (“LBI”), 2006 to 2008; formerly, Chief Recruiting and Development Officer,
LBI, 2005 to 2006; formerly, Global Head of LBI’s Equity Sales and a Member of its Equities Division Executive Committee, 2003
to 2005; President and Chief Executive Officer, ten registered investment companies for which NBIA acts as investment manager and/or administrator. |
46 |
Member
of Board of Advisors, McDonough School of Business, Georgetown University, since 2001; Member of New York City Board of Advisors, Teach
for America, since 2005; Trustee, Montclair Kimberley Academy (private school), since 2007; Member of Board of Regents, Georgetown University,
since 2013. |
| (1) |
The business address of each listed person is 1290
Avenue of the Americas, New York, New York 10104. |
| (2) |
Pursuant to the Trust’s Amended and Restated Trust Instrument
(“Trust Instrument”), subject to any limitations on the term of service imposed by the By-Laws or any retirement policy
adopted by the Fund Trustees, each Fund Trustee shall hold office for life or until his or her successor is elected or the Trust terminates;
except that (a) any Fund Trustee may resign by delivering a written resignation; (b) any Fund Trustee may be removed with or without cause
at any time by a written instrument signed by at least two-thirds of the other Fund Trustees; (c) any Fund Trustee who requests to be
retired, or who has become unable to serve, may be retired by a written instrument signed by a majority of the other Fund Trustees; and
(d) any Fund Trustee may be removed at any shareholder meeting by a vote of at least two-thirds of the outstanding shares. |
| (3) |
Except as otherwise indicated, each individual has held the positions
shown during at least the last five years. |
| * |
Indicates a Fund Trustee who is an “interested person”
within the meaning of the 1940 Act. Mr. Amato is an interested person of the Trust by virtue of the fact that he is an officer of NBIA
and/or its affiliates. |
Information about the Officers
of the Trust
|
Name,
(Year of Birth), and Address (1) |
Position(s)
and Length of Time Served (2) |
Principal
Occupation(s) (3) |
| Claudia
A. Brandon (1956) |
Executive
Vice President since 2008 and Secretary since 1985 |
Senior
Vice President, Neuberger, since 2007 and Employee since 1999; Senior Vice President, NBIA, since 2008 and Assistant Secretary since 2004;
formerly, Vice President, Neuberger, 2002 to 2006; formerly, Vice President, Mutual Fund Board Relations, NBIA, 2000 to 2008; formerly,
Vice President, NBIA, 1986 to 1999 and Employee, 1984 to 1999; Executive Vice President and Secretary, twenty-eight registered investment
companies for which NBIA acts as investment manager and/or administrator. |
| Anthony
DiBernardo (1979) |
Assistant
Treasurer since 2011 |
Senior
Vice President, Neuberger, since 2014; Senior Vice President, NBIA, since 2014, and Employee since 2003; formerly, Vice President, Neuberger,
2009 to 2014; Assistant Treasurer, ten registered investment companies for which NBIA acts as investment manager and/or administrator. |
| Scott
D. Hogan (1970) |
Chief
Compliance Officer since May 2025 |
Senior
Vice President, NBIA and Chief Compliance Officer, twenty-eight registered investment companies for which NBIA acts as investment manager
and/or administrator, since May 2025; formerly Director, DWS Investment Management Americas, Inc. (“DIMA”),
and Chief Compliance Officer to the registered investment companies for which DIMA acted as an investment manager and/or administrator,
2016 to 2025; Legal Counsel, DIMA, 2007 to 2016. |
|
Name,
(Year of Birth), and Address (1) |
Position(s)
and Length of Time Served (2) |
Principal
Occupation(s) (3) |
| Sheila
R. James (1965) |
Assistant
Secretary since 2002 |
Senior
Vice President, Neuberger, since 2023 and Employee since 1999; Senior Vice President, NBIA, since 2023; formerly, Vice President, Neuberger,
2008 to 2023; Assistant Vice President, Neuberger, 2007; Employee, NBIA, 1991 to 1999; Assistant Secretary, twenty-eight registered investment
companies for which NBIA acts as investment manager and/or administrator. |
| Brian
Kerrane (1969) |
Chief
Operating Officer since 2015 and Vice President since 2008 |
Managing
Director, Neuberger, since 2013; Chief Operating Officer, Mutual Funds and Managing Director, NBIA, since 2015; formerly, Senior Vice
President, Neuberger, 2006 to 2014; Vice President, NBIA, 2008 to 2015 and Employee since 1991; Chief Operating Officer, ten registered
investment companies for which NBIA acts as investment manager and/or administrator; Vice President, twenty-eight registered investment
companies for which NBIA acts as investment manager and/or administrator. |
| Josephine
Marone (1963) |
Assistant
Secretary since 2017 |
Senior
Paralegal, Neuberger, since 2007 and Employee since 2007; Assistant Secretary, twenty-eight registered investment companies for which
NBIA acts as investment manager and/or administrator. |
| Owen
F. McEntee, Jr. (1961) |
Vice
President since 2008 |
Vice
President, Neuberger, since 2006; Vice President, NBIA, since 2006 and Employee since 1992; Vice President, ten registered investment
companies for which NBIA acts as investment manager and/or administrator. |
|
Name,
(Year of Birth), and Address (1) |
Position(s)
and Length of Time Served (2) |
Principal
Occupation(s) (3) |
| John
M. McGovern (1970) |
Treasurer
and Principal Financial and Accounting Officer since 2005 |
Managing
Director, Neuberger, since 2022; Senior Vice President, NBIA, since 2007 and Employee since 1993; formerly, Senior Vice President, Neuberger,
2007 to 2021; formerly, Vice President, Neuberger, 2004 to 2006; formerly, Assistant Treasurer, 2002 to 2005; Treasurer and Principal
Financial and Accounting Officer, ten registered investment companies for which NBIA acts as investment manager and/or administrator. |
| Gariel
Nahoum (1983) |
Chief
Legal Officer since 2025 (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002) |
General
Counsel, U.S. Registered Funds, NBIA, since 2025; Senior Vice President, NBIA, since 2017; formerly, Associate General Counsel Mutual
Funds, 2017 to 2025; formerly, Assistant General Counsel and Vice President, NBIA, 2014 to 2016. Chief Legal Officer (only for purposes
of sections 307 and 406 of the Sarbanes-Oxley Act of 2002), ten registered investment companies for which NBIA acts as investment manager
and/or administrator. |
| Frank
Rosato (1971) |
Assistant
Treasurer since 2005 |
Vice
President, Neuberger, since 2006; Vice President, NBIA, since 2006 and Employee since 1995; Assistant Treasurer, ten registered investment
companies for which NBIA acts as investment manager and/or administrator. |
|
Name,
(Year of Birth), and Address (1) |
Position(s)
and Length of Time Served (2) |
Principal
Occupation(s) (3) |
| Daniel
Tracer (1987) |
Anti-Money
Laundering Compliance Officer since 2023 |
Senior
Vice President and Head of Financial Regulation, Neuberger, since February 2023; Assistant United States Attorney, Southern District of
New York, 2016 to 2023; Trial Attorney, Department of Justice Antitrust Division, 2012 to 2015; Senior Anti-Money Laundering Compliance
Officer, five registered investment companies for which NBIA acts as investment manager and/or administrator. |
| John
Triolo (1974) |
Vice
President since 2024 |
Senior
Vice President, Neuberger, since 2023; Vice President, Neuberger, ten registered investment companies for which NBIA acts as investment
manager and/or administrator; Senior Tax Manager, Franklin Templeton (formerly, Legg Mason) 2004 to 2023. |
__________
| (1) |
The business address of each listed person
is 1290 Avenue of the Americas, New York, New York 10104. |
| |
|
| (2) |
Pursuant to the By-Laws of the Trust, each officer elected
by the Fund Trustees shall hold office until his or her successor shall have been elected and qualified or until his or her earlier death,
inability to serve, or resignation. Officers serve at the pleasure of the Fund Trustees and may be removed at any time with or without
cause. |
| |
|
| (3) |
Except as otherwise indicated, each individual has held
the positions shown during at least the last five years. |
The Board of Trustees
The Board of Trustees (“Board”)
is responsible for managing the business and affairs of the Trust. Among other things, the Board generally oversees the portfolio management
of each Fund and reviews and approves each Fund’s investment advisory and sub-advisory contracts and other principal contracts.
The Board has appointed an
Independent Fund Trustee to serve in the role of Chairman of the Board. The Chair’s primary responsibilities are (i) to participate
in the preparation of the agenda for meetings of the Board and in the identification of information to be presented to the Board; (ii)
to preside at all meetings of the Board; (iii) to act as the Board’s liaison with management between meetings of the Board; and
(iv) to act as the primary contact for board communications. The Chair may perform such other functions as may be requested by the Board
from time to time. Except for any duties specified herein or pursuant to the Trust’s Declaration of Trust or By-laws, the designation
as Chair does not impose on such Independent Fund Trustee any duties, obligations or liability that is greater than the duties, obligations
or liability imposed on such person as a member of the Board, generally.
As described below, the Board
has an established committee structure through which the Board considers and addresses important matters involving the Funds, including
those identified as presenting conflicts or potential conflicts of interest for management. The Independent Fund Trustees also regularly
meet outside the presence of management and are advised by experienced independent legal counsel knowledgeable in matters of investment
company regulation. The Board periodically evaluates its structure and composition as well as various aspects of its operations. The Board
believes that its leadership structure, including its Independent Chair and its committee structure, is appropriate in light of, among
other factors, the asset size of the fund complex overseen by the Board, the nature and number of funds overseen by the Board, the number
of Fund Trustees, the range of experience represented on the Board, and the Board’s responsibilities.
Additional
Information About Fund Trustees
In choosing each Fund Trustee
to serve, the Board was generally aware of each Fund Trustee’s skills, experience, judgment, analytical ability, intelligence,
common sense, previous profit and not-for-profit board membership and, for each Independent Fund Trustee, his or her demonstrated willingness
to take an independent and questioning stance toward management. Each Fund Trustee also now has considerable familiarity with the Trust
and each Fund of the Trust, their investment manager, sub-advisers, administrator and distributor, and their operations, as well as the
special regulatory requirements governing regulated investment companies and the special responsibilities of investment company directors,
and in the case of each Trustee who has served on the Board over multiple years, as a result of his or her substantial prior service as
a Trustee of the Trust. No particular qualification, experience or background establishes the basis for any Fund Trustee’s position
on the Board and the Governance and Nominating Committee and individual Board members may have attributed different weights to the various
factors.
In addition to the information
set forth in the table above and other relevant qualifications, experience, attributes or skills applicable to a particular Fund Trustee,
the following provides further information about the qualifications and experience of each Fund Trustee.
Independent Fund Trustees
Michael
J. Cosgrove: Mr. Cosgrove is President of an asset management consulting firm. He has experience as President, Chief Executive Officer,
and Chief Financial Officer of the asset management division of a major multinational corporation. He also has experience as a President
of institutional sales and marketing for the asset management division of the same corporation, where he was responsible for all distribution,
marketing, and development of mutual fund products. He also has served as a member of the boards of various not-for-profit organizations.
He has served as a trustee for the Neuberger fund complex for multiple years.
Marc
Gary: Mr. Gary has legal and investment management experience as executive vice president and general counsel of a major asset management
firm. He also has experience as executive vice president and general counsel at a large corporation, and as national litigation practice
chair at a large law firm. He has served as a member of the boards of various profit and not-for-profit organizations. He formerly served
as the executive vice chancellor and COO of a religious seminary where he oversaw the seminary’s institutional budget. He has served
as a trustee for the Neuberger fund complex for multiple years.
Martha
Clark Goss: Ms. Goss has experience as chief operating and financial officer of an insurance holding company. She has experience as an
investment professional, head of an investment unit and treasurer for a major insurance company, experience as the Chief Financial Officer
of two consulting firms, and experience as a lending officer and credit analyst at a major bank. She has experience managing a personal
investment vehicle. She has served as a member of the boards of various profit and not-for-profit organizations, including five NYSE listed
companies, and a university. She has served as a trustee for the Neuberger fund complex for multiple years.
Ami
Kaplan: Ms. Kaplan has experience in the financial services industry. She was a partner at a large professional service firm, where she
worked with global financial services clients on various matters. In her 41 years at that firm, she served in many different roles, including
as Vice Chair of the firm and Deputy New York Regional Managing Partner. She is member of the New York and New Jersey State Societies
of CPA and has held a variety of roles with not-for-profit company boards.
Michael
M. Knetter: Dr. Knetter has organizational management experience as a dean of a major university business school and as President and
CEO of a university supporting foundation. He also has responsibility for overseeing management of the university’s endowment.
He has academic experience as a professor of international economics. He has served as a member of the boards of various public companies
and another mutual fund. He has served as a trustee for the Neuberger fund complex for multiple years.
Deborah
C. McLean: Ms. McLean has experience in the financial services industry. She is currently involved with a high-net-worth private wealth
management membership practice and an angel investing group, where she is active in investment screening and deal leadership and execution.
For many years she has been engaged in numerous roles with a variety of not-for-profit and private company boards and has taught corporate
finance at the graduate and undergraduate levels. She commenced her professional training at a major financial services corporation, where
she was employed for multiple years. She has served as a trustee for the Neuberger fund complex for multiple years.
Paul
M. Nakasone: General Nakasone has organizational management and cybersecurity experience. He has held many leadership roles with the United
States Army and Department of Defense over the span of nearly four decades, including serving as commander of United States Cyber Command,
director of the National Security Agency, chief of the Central Security Service, and numerous other leadership roles across all levels
of the Joint Force and Army, with assignments in Korea, Iraq, and Afghanistan. In these roles, General Nakasone has led forces in peace
and war along with advising on geopolitical and cybersecurity matters. He has served as a trustee for the Neuberger fund complex since
2024.
Tom
D. Seip: Mr. Seip has experience in senior management and as chief executive officer and director of a financial services company overseeing
other mutual funds and brokerage. He has experience as director of an asset management company. He has experience in management of a private
investment partnership. He has served as a trustee for the Neuberger fund complex for multiple years and as Independent Chair and/or Lead
Independent Trustee of the Board.
Franklyn E. Smith: Mr. Smith
has experience in the financial services industry. He was a partner at a large professional service firm, where he was the Market Team
leader and Primary Reporting Partner in the New York office’s Asset & Wealth Management Practice. He spent 32 years at that
firm servicing financial services clients, with a focus on mutual fund clients for the last 25 years. He is a CPA with a license in New
York and holds an advanced degree in public accounting. He serves on the boards of a major insurance company and a not-for-profit organization.
Fund Trustees who are “Interested
Persons”
Joseph
V. Amato: Mr. Amato has investment management experience as an executive with Neuberger and another financial services firm. Effective
July 1, 2018, Mr. Amato began serving as Chief Executive Officer and President of the funds in the Neuberger fund complex. He also serves
as Neuberger’s Chief Investment Officer for equity investments. He has experience in leadership roles within Neuberger and its
affiliated entities. He has served as a member of the board of a major university business school. He has served as a trustee for the
Neuberger fund complex for multiple years.
Information
About Committees
The Board has established
several standing committees to oversee particular aspects of the Funds’ management. The standing committees of the Board are described
below.
Audit
Committee. The Audit Committee’s purposes are: (a) in accordance with exchange requirements and Rule 32a-4 under the 1940 Act,
to oversee the accounting and financial reporting processes of the Funds and, as the Committee deems appropriate, to inquire into the
internal control over financial reporting of service providers; (b) in accordance with exchange requirements and Rule 32a-4 under the
1940 Act, to oversee the quality and integrity of the Funds’ financial statements and the independent audit thereof; (c) in accordance
with exchange requirements and Rule 32a-4 under the 1940 Act, to oversee, or, as appropriate, assist Board oversight of, the Funds’
compliance with legal and regulatory requirements that relate to the Funds’ accounting and financial reporting, internal control
over financial reporting and independent audits; (d) to approve, prior to appointment by the Board, the engagement of the Funds’
independent registered public accounting firm and, in connection therewith, to review and evaluate the qualifications, independence and
performance of the Funds’ independent registered public accounting firm; (e) to act as a liaison between the Funds’ independent
registered public accounting firm and the full Board; (f) to oversee the operation of policies and procedures reasonably designed to ensure
that each portfolio holding is valued in an appropriate and timely manner, reflecting information known to management (including management’s
internal Valuation Committee) about the issuer, current market conditions, and other material factors (“Pricing Policy”);
(g) to consider and evaluate, and recommend to the Board when the Committee deems it appropriate, amendments to the Pricing Policy proposed
by management, counsel, the auditors, the Committee itself or others; and (h) to oversee fair value determinations performed by the Manager
as the Funds’ valuation designee and, in connection therewith, to receive and review the reports and notifications required to
be provided by the valuation designee pursuant to Rule 2a-5 under the 1940 Act and to request such information from the valuation designee
as the Committee deems necessary to oversee the performance of fair valuation determinations by the valuation designee. Its members are
Michael J. Cosgrove (Chair), Ami G. Kaplan, Deborah C. McLean, Paul M. Nakasone, and Franklyn E. Smith (Vice Chair). All members are Independent
Fund Trustees. During the fiscal year ended December 31, 2025, the Committee met seven times.
Contract
Review Committee. The Contract Review Committee is responsible for reviewing and making recommendations to the Board regarding whether
to approve or renew the Trust’s principal contractual arrangements, Rule 12b-1 plans, and such other agreements or plans involving
the Trust as the Board determines from time to time. The Contract Review Committee oversees and guides the process by which the Independent
Trustees annually consider whether to approve or renew such contracts and plans. Its members are Michael J. Cosgrove, Marc Gary (Vice
Chair), Michael M. Knetter, Deborah C. McLean (Chair), and Franklyn E. Smith. All members are Independent Fund Trustees. During the fiscal
year ended December 31, 2025, the Committee met five times.
Ethics
and Compliance Committee. The Ethics and Compliance Committee generally: (a) coordinates the Board’s oversight of the Trust’s
Chief Compliance Officer (“CCO”) in connection with the implementation of the Trust’s program for compliance with
Rule 38a-1 and the Trust’s implementation and enforcement of its compliance policies and procedures; (b) oversees the compliance
with the Trust’s Code of Ethics, which restricts the personal securities transactions, including transactions in Fund shares, of
employees, officers, and trustees; (c) considers and evaluates management’s framework for identifying, prioritizing, and managing
compliance risks; (d) oversees the program by which the manager seeks to monitor and improve the quality of execution for portfolio transactions;
and (e) considers and evaluates management’s reports regarding internal audit reviews involving compliance matters; payments made
to third-party intermediaries; and proxy voting policies, guidelines and procedures. The Committee shall not assume oversight duties to
the extent that such duties have been assigned by the Board expressly to another Committee of the Board (such as oversight of internal
controls over financial reporting, which has been assigned to the Audit Committee) or to the Board as a whole. The Committee’s
primary function is oversight. Each investment adviser, subadviser, principal underwriter, administrator, custodian and transfer agent,
as applicable (collectively, “Service Providers”) is responsible for its own compliance with the federal securities laws
and for devising, implementing, maintaining and updating appropriate policies, procedures and codes of ethics to ensure compliance with
applicable laws and regulations and their contracts with the Funds. The CCO is responsible for administering each Fund’s compliance
program, including devising and implementing appropriate methods of testing compliance by the Fund and its Service Providers. Its members
are Marc Gary (Vice Chair), Martha C. Goss, Ami G. Kaplan (Chair), and Tom D. Seip. All members are Independent Fund Trustees. The entire
Board will receive at least annually a report on the compliance programs of the Trust and service providers and the required annual reports
on the administration of the Code of Ethics and the required annual certifications from the Trust and NBIA. During the fiscal year ended
December 31, 2025, the Committee met four times.
Executive
Committee. The Executive Committee is responsible for acting in an emergency when a quorum of the Board is not available; the Committee
has all the powers of the Board when the Board is not in session to the extent permitted by Delaware law. Its members are Joseph V. Amato
(Vice Chair), Michael J. Cosgrove, Marc Gary, Martha C. Goss, Ami G. Kaplan, Michael M. Knetter, Deborah C. McLean, and Tom D. Seip (Chair).
All members, except for Mr. Amato, are Independent Fund Trustees. During the fiscal year ended December 31, 2025, the Committee did not
meet.
Governance
and Nominating Committee. The Governance and Nominating Committee is responsible for: (a) considering and evaluating the structure,
composition and operation of the Board and each committee thereof, including the operation of the annual self-evaluation by the Board;
(b) evaluating and nominating individuals to serve as Fund Trustees including as Independent Fund Trustees, as members of committees,
as Chair of the Board and as officers of the Trust; (c) recommending for Board approval any proposed changes to Committee membership and
recommending for Board and Committee approval any proposed changes to the Chair and Vice Chair appointments of any Committee following
consultation with members of each such Committee; and (d) considering and making recommendations relating to the compensation of Independent
Fund Trustees. Its members are Martha C. Goss (Chair), Michael M. Knetter, Deborah C. McLean, Paul M. Nakasone (Vice Chair), and Tom D.
Seip. All members are Independent Fund Trustees. The selection and nomination of candidates to serve as independent trustees is committed
to the discretion of the current Independent Fund Trustees. The Committee will consider nominees recommended by shareholders; shareholders
may send resumes of recommended persons to the attention of Claudia A. Brandon, Secretary, Neuberger Berman Advisers Management Trust,
1290 Avenue of the Americas, New York, NY 10104. During the fiscal year ended December 31, 2025, the Committee met three times.
Investment
Performance Committee. The Investment Performance Committee is responsible for overseeing and guiding the process by which the Board
reviews Fund performance and interfacing with management personnel responsible for investment risk management. Each Fund Trustee is a
member of the Committee. Michael M. Knetter and Deborah C. McLean are the Chair and the Vice Chair, respectively, of the Committee. All
members, except for Mr. Amato, are Independent Fund Trustees. During the fiscal year ended December 31, 2025, the Committee met four times.
Risk
Management Oversight
As an integral part of its
responsibility for oversight of the Funds in the interests of shareholders, the Board oversees risk management of the Funds’ administration
and operations. The Board views risk management as an important responsibility of management.
A Fund faces a number of risks,
such as investment risk, counterparty risk, valuation risk, liquidity risk, reputational risk, risk of operational failure or lack of
business continuity, cybersecurity risk, and legal, compliance and regulatory risk. Risk management seeks to identify and address risks,
i.e., events or circumstances that could have material adverse effects on the business, operations, shareholder services, investment performance
or reputation of a Fund. Under the overall supervision of the Board, the Funds, the Funds’ investment manager, and the affiliates
of the investment manager, or other service providers to the Funds, employ a variety of processes, procedures and controls to identify
various of those possible events or circumstances, to lessen the probability of their occurrence and/or to mitigate the effects of such
events or circumstances if they do occur. Different processes, procedures and controls are employed with respect to different types of
risks.
The Board exercises oversight
of the investment manager’s risk management processes primarily through the Board’s committee structure. The various committees,
as appropriate, and/or, at times, the Board, meet periodically with the Chief Risk Officer, head of operational risk, the Chief Information
Security Officer, the Chief Compliance Officer, the Treasurer, the Chief Investment Officers for equity, alternative and fixed income,
the heads of Internal Audit, and the Funds’ independent auditor. The committees or the Board, as appropriate, review with these
individuals, among other things, the design and implementation of risk management strategies in their respective areas, and events and
circumstances that have arisen and responses thereto.
The Board recognizes that
not all risks that may affect the Funds can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain
risks, that it may be necessary to bear certain risks (such as investment-related risks) to achieve the Funds’ goals, and that
the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. Moreover, reports received
by the Fund Trustees as to risk management matters are typically summaries of the relevant information. Furthermore, it is in the very
nature of certain risks that they can be evaluated only as probabilities, and not as certainties. As a result of the foregoing and other
factors, the Board’s risk management oversight is subject to substantial limitations, and no risk management program can predict
the likelihood or seriousness of, or mitigate the effects of, all potential risks.
Compensation
and Indemnification
The Trust’s Trust Instrument
provides that the Trust will indemnify its Fund Trustees and officers against liabilities and expenses reasonably incurred in connection
with litigation in which they may be involved because of their offices with the Trust, unless it is adjudicated that they (a) engaged
in bad faith, willful misfeasance, gross negligence, or reckless disregard of the duties involved in the conduct of their offices, or
(b) did not act in good faith in the reasonable belief that their action was in the best interest of the Trust. In the case of settlement,
such indemnification will not be provided unless it has been determined (by a court or other body approving the settlement or other disposition,
by a majority of disinterested trustees based upon a review of readily available facts, or in a written opinion of independent counsel)
that such officers or Fund Trustees have not engaged in willful misfeasance, bad faith, gross negligence, or reckless disregard of their
duties.
Officers and Fund Trustees
who are interested persons of the Trust, as defined in the 1940 Act, receive no salary or fees from the Trust.
Effective
January 1, 2026, for serving as a trustee of the Neuberger Funds, each Independent Fund Trustee and any Fund Trustee who is an “interested
person” of the Trust but who is not an employee of NBIA or its affiliates receives an annual retainer of $205,000, paid quarterly,
and a fee of $20,000 for each of the regularly scheduled meetings he or she attended in-person or by telephone. For any additional special
in-person or telephonic meeting of the Board, the Governance and Nominating Committee will determine whether a fee is warranted. To compensate
for the additional time commitment, the Chair of the Contract Review Committee (effective January 1, 2025) receives $35,000 per year,
and each Chair of the other Committees (effective January 1, 2025) receives $25,000 per year, with the exception of the Chair of the Executive
Committee who receives no additional compensation for this role. No additional compensation is provided for service on a Board committee.
The Chair of the Board who is also an Independent Fund Trustee receives an additional $90,000 per year.
The
Neuberger Funds reimburse Independent Fund Trustees for their travel and other out-of-pocket expenses related to attendance at Board meetings.
The Independent Fund Trustee compensation is allocated to each fund in the fund family based on a method the Board finds reasonable.
The following table sets forth
information concerning the compensation of the Fund Trustees. The Trust does not have any retirement plan for the Fund Trustees.
TABLE OF
COMPENSATION
FOR
FISCAL YEAR ENDED 12/31/2025
| Name
and Position with the Trust |
Aggregate
Compensation from the Trust |
Total
Compensation from Investment Companies in the Neuberger Fund Complex Paid to Fund Trustees |
| |
|
|
| Independent Fund Trustees |
|
|
Michael J. Cosgrove
Trustee |
$ 24,739 |
$ 295,000 |
Marc Gary Trustee |
$ 22,658 |
$ 295,000 |
Martha C. Goss Trustee |
$ 24,739 |
$ 295,000 |
Ami Kaplan Trustee |
$ 24,739 |
$ 295,000 |
Michael M. Knetter
Trustee |
$ 24,739 |
$ 295,000 |
Deborah C. McLean
Trustee |
$ 25,576 |
$ 305,000 |
Paul M. Nakasone Trustee |
$ 22,646 |
$ 270,000 |
Tom D. Seip Chairman of the Board and
Trustee |
$ 30,182 |
$ 360,000 |
Franklyn E. Smith Trustee |
$ 22,646 |
$ 270,000 |
| Fund Trustees who are “Interested
Persons” |
|
|
Joseph V. Amato President,
Chief Executive Officer and Trustee |
$ 0 |
$ 0 |
Ownership
of Equity Securities by the Fund Trustees
The
following table sets forth the aggregate dollar range of securities owned by each Fund Trustee in the Trust and in all the funds in the
fund family overseen by the Fund Trustee, valued as of December 31, 2025. None of the Fund Trustees own securities in the Trust because
Fund shares are available only through the purchase of variable annuity or variable life insurance contracts issued by insurance companies
through their separate accounts or through certain qualified pension and retirement plans.
|
Name of Fund Trustee |
Dollar Range of
Equity Securities in
Neuberger Berman
Advisers Management
Trust |
Aggregate
Dollar Range of Equity Securities Held in all Registered Investment Companies Overseen by Fund Trustee in Family of Investment
Companies |
| Independent
Fund Trustees |
| Michael
J. Cosgrove |
A |
C |
| Marc
Gary |
A
|
E |
| Martha
C. Goss |
A |
E |
| Ami
Kaplan |
A |
A |
| Michael
M. Knetter |
A |
E |
| Deborah
C. McLean |
A |
E |
| Paul
M. Nakasone |
A |
A |
| Tom
D. Seip |
A |
E |
| Franklyn
E. Smith |
A |
E |
| Fund
Trustees who are “Interested Persons” |
| Joseph
V. Amato |
A
|
E |
A = None; B = $1-$10,000; C = $10,001-$50,000;
D = $50,001-$100,000; E = over $100,000
As
of March 31, 2026, the Fund Trustees and officers of the Trust, as a group, did not own beneficially or of record any outstanding shares
of any Fund.
Independent
Fund Trustees’ Ownership of Securities
No
Independent Fund Trustee (including his/her immediate family members) owns any securities (not including shares of registered investment
companies) in any Neuberger entity.
INVESTMENT MANAGEMENT AND ADMINISTRATION SERVICES
Investment Manager and Administrator
NBIA serves as the investment
manager to the Funds pursuant to management agreements with the Trust, one for each Fund dated May 4, 2009 (each a “Management
Agreement” and collectively, the “Management Agreements”).
Each Management Agreement
provides, in substance, that NBIA will make and implement investment decisions for the Funds in its discretion and will continuously develop
an investment program for each Fund’s assets. Each Management Agreement permits NBIA to effect securities transactions on behalf
of each Fund through associated persons of NBIA. Each Management Agreement also specifically permits NBIA to compensate, through higher
commissions, brokers and dealers who provide investment research and analysis to a Fund.
NBIA provides to each Fund,
without separate cost, office space, equipment, and facilities and the personnel necessary to perform executive, administrative, and clerical
functions. NBIA pays all salaries, expenses, and fees of the officers, trustees, and employees of the Trust who are officers, directors,
or employees of NBIA. One director of NBIA, who also serves as an officer of NBIA, presently serves as a Fund Trustee and/or officer of
the Trust. See “Trustees and Officers.” Each Fund pays NBIA a management fee based on the Fund’s average daily net
assets, as described below.
NBIA also provides facilities,
services, and personnel as well as accounting, record keeping and other services to the Funds pursuant to two administration agreements
with the Trust, one for Class I and one for Class S (each, a “Class”), each dated May 4, 2009 (each, an “Administration
Agreement”, and collectively, the “Administration Agreements”). For such administrative services, each Class of a
Fund pays NBIA a fee based on the Class’s average daily net assets, as described below.
Under each Administration
Agreement, NBIA provides to each Class and its shareholders certain shareholder, shareholder-related, and other services that are not
furnished by the Fund’s shareholder servicing agent or third party investment providers. NBIA provides the direct shareholder services
specified in the Administration Agreements and assists the shareholder servicing agent or third party investment providers in the development
and implementation of specified programs and systems to enhance overall shareholder servicing capabilities. NBIA or the third party investment
provider solicits and gathers shareholder proxies, performs services connected with the qualification of each Fund’s shares for
sale in various states, and furnishes other services the parties agree from time to time should be provided under the Administration Agreements.
The services provided by NBIA
under the Management Agreements and Administration Agreements include, among others, overall responsibility for providing all supervisory,
management, and administrative services reasonably necessary for the operation of the Funds, which may include, among others, compliance
monitoring, operational and investment risk management, legal and administrative services and portfolio accounting services. These services
also include, among other things: (i) coordinating and overseeing all matters relating to the operation of the Funds, including overseeing
the shareholder servicing agent, custodian, accounting services agent, independent auditors, legal counsel and other agents and contractors
engaged by the Funds; (ii) assuring that all financial, accounting and other records required to be prepared and preserved by the Funds
are prepared and preserved by it or on its behalf in accordance with applicable laws and regulations; (iii) assisting in the preparation
of all periodic reports by the Funds to shareholders; (iv) assisting in the preparation of all reports and filings required to maintain
the registration and qualification of each Fund and its shares, or to meet other regulatory or tax requirements applicable to the Fund
under federal and state securities and tax laws; and (v) furnishing such office space, office equipment and office facilities as are adequate
for the needs of the Funds.
NBIA also plays an active
role in the daily pricing of Fund shares, provides information to the Board necessary to its oversight of certain valuation functions,
and annually conducts due diligence on the outside independent pricing services. NBIA prepares reports and other materials necessary and
appropriate for the Board’s ongoing oversight of each Fund and its service providers; and prepares an extensive report in connection
with the Board’s annual review of the Management Agreements, Distribution Agreements and Rule 12b-1 Plans.
Each
Management Agreement continues until October 31, 2026. Each Management Agreement is renewable thereafter from year to year with respect
to a Fund, so long as its continuance is approved at least annually (1) by the vote of a majority of the Independent Fund Trustees,
and (2) by the vote of a majority of the Fund Trustees or by a 1940 Act majority vote of the outstanding shares of that Fund. Each
Administration Agreement continues until October 31, 2026. Each Administration Agreement is renewable thereafter from year to year
with respect to a Fund, so long as its continuance is approved at least annually (1) by the vote of a majority of the Independent
Fund Trustees, and (2) by the vote of a majority of the Fund Trustees or by a 1940 Act majority vote of the outstanding shares of
that Fund.
Each Management Agreement
is terminable, without penalty, with respect to a Fund on 60 days’ written notice either by the Trust or by NBIA. Each Administration
Agreement is terminable, without penalty, with respect to a Fund on 60 days’ written notice either by the Trust or by NBIA. Each
Agreement terminates automatically if it is assigned.
From time to time, NBIA or
a Fund may enter into arrangements with registered broker-dealers or other third parties pursuant to which it pays the broker-dealer or
third party a per account fee or a fee based on a percentage of the aggregate NAV of Fund shares purchased by the broker-dealer or third
party on behalf of its customers, in payment for administrative and other services rendered to such customers.
NBIA
may engage one or more of foreign affiliates that are not registered under the Investment Advisers Act of 1940, as amended (“participating
affiliates”) in accordance with applicable SEC no-action letters. As participating affiliates, whether or not registered with the
SEC, the affiliates may provide designated investment personnel to associate with NBIA as “associated persons” of NBIA and
perform specific advisory services for NBIA, including services for the Funds, which may involve, among other services, portfolio management
and/or execution services and placing orders for securities and other instruments. The designated employees of a participating affiliate
act for NBIA and are subject to certain NBIA policies and procedures as well as supervision and periodic monitoring by NBIA. The Funds
will pay no additional fees and expenses as a result of any such arrangements.
Third parties may be subject
to federal or state laws that limit their ability to provide certain administrative or distribution related services. NBIA and the Funds
intend to contract with third parties for only those services they may legally provide. If, due to a change in laws governing those third
parties or in the interpretation of any such law, a third party is prohibited from performing some or all of the above-described services,
NBIA or a Fund may be required to find alternative means of providing those services. Any such change is not expected to impact the Funds
or their shareholders adversely.
From time to time, NBIA or
its affiliates may invest “seed” capital in a Fund. These investments are generally intended to enable the Fund to commence
investment operations and achieve sufficient scale, and may be withdrawn, in whole or in part, at such time as NBIA or its affiliates
determine to be appropriate. NBIA and its affiliates may, from time to time, hedge some or all of the investment exposure of the seed
capital invested in the Fund.
Management and Administration
Fees
For
investment management services, Mid Cap Growth Portfolio, Mid Cap Intrinsic Value Portfolio and Quality Equity Portfolio
each pay NBIA a fee at the annual rate of 0.55% of the first $250 million of the Fund’s average daily net assets, 0.525% of the
next $250 million, 0.50% of the next $250 million, 0.475% of the next $250 million, 0.45% of the next $500 million, 0.425% of the next
$2.5 billion, and 0.40% of average daily net assets in excess of $4 billion.
Short
Duration Bond Portfolio pays NBIA a fee for investment management services at the annual rate of 0.17% of the first $2 billion of
the Fund’s average daily net assets and 0.15% in excess of $2 billion.
For administrative services,
each Fund (except Short Duration Bond Portfolio) pays NBIA a fee at the annual rate of 0.30% of that Fund’s average daily
net assets. For administrative services, Short Duration Bond Portfolio pays NBIA a fee at the annual rate of 0.40% of average daily
net assets. In addition, each Fund pays certain out-of-pocket expenses for technology used for shareholder servicing and shareholder communications
subject to the prior approval of an annual budget by the Fund Trustees, including a majority of the Independent Fund Trustees, and periodic
reports to the Board on actual expenses.
With a Fund’s consent,
NBIA may subcontract to third parties, including investment providers, some of its responsibilities to that Fund under the Administration
Agreement. In addition, a Fund may compensate third parties, including investment providers, for recordkeeping, accounting, and other
services.
During the fiscal years ended
December 31, 2025, 2024, and 2023, each Fund accrued management and administration fees as follows:
|
|
Management
and Administration Fees Accrued for Fiscal Years Ended December 31 |
| Fund |
|
| |
2025 |
2024 |
2023 |
| Mid Cap Growth Portfolio |
$ 4,638,228 |
$4,534,337 |
$4,013,002 |
| Mid Cap Intrinsic Value Portfolio |
$ 996,737 |
$1,076,163 |
$1,026,672 |
| Quality Equity Portfolio |
$ 7,058,271 |
$6,725,893 |
$5,667,195 |
| Short Duration Bond Portfolio |
$ 449,396 |
$457,847 |
$482,598 |
Contractual Expense Limitations
NBIA has contractually undertaken,
during the respective period noted below, to waive fees and/or reimburse annual operating expenses of each Class of each Fund listed below
so that its total operating expenses (excluding interest, transaction costs, brokerage commissions, dividend and interest expenses relating
to short sales, acquired fund fees and expenses, taxes including any expenses relating to tax reclaims, and extraordinary expenses, if
any) (“Operating Expenses”) do not exceed the rate per annum noted below. Commitment fees relating to borrowings are treated
as interest for purposes of this exclusion. Because the contractual undertaking excludes certain expenses, a Fund’s net expenses
may exceed its contractual expense limitation.
Each Fund listed agrees to
repay NBIA out of assets attributable to each of its respective Classes noted below for any fees waived by NBIA under the expense limitation
or any Operating Expenses NBIA reimburses in excess of the expense limitation, provided that the repayment does not cause that Class’
Operating Expenses to exceed the expense limitation in place at the time the fees were waived and/or the expenses were reimbursed, or
the expense limitation in place at the time the Fund repays NBIA, whichever is lower. Any such repayment must be made within three years
after the year in which NBIA incurred the expense.
With respect to any Fund,
the appropriateness of these undertakings is determined on a Fund-by-Fund and Class-by-Class basis.
| Fund |
Class |
Limitation
Period |
Expense
Limitation |
| Mid
Cap Growth Portfolio |
I |
12/31/2029 |
0.85%^* |
| S |
12/31/2029 |
1.10%^ |
| Mid
Cap Intrinsic Value Portfolio |
I |
12/31/2029 |
0.85%^** |
| S |
12/31/2029 |
1.10%^*** |
| Quality
Equity Portfolio |
I |
12/31/2029 |
0.92%^**** |
| S |
12/31/2029 |
1.17%^ |
| Short
Duration Bond Portfolio |
I |
12/31/2029 |
0.95%^ |
^ Excluding
interest, transaction costs, brokerage commissions, dividend and interest expenses relating to short sales, acquired fund fees and expenses,
taxes including any expenses relating to tax reclaims and extraordinary expenses, if any.
*
Prior to May 1, 2026, the expense limitation was higher by 0.15%.
**
Prior to May 1, 2026, the expense limitation was higher by 0.65%.
***
Prior to May 1, 2026, the expense limitation was higher by 0.15%.
****
Prior to May 1, 2026, the expense limitation was higher by 0.38%.
NBIA reimbursed each Class
of each Fund listed below the following amount of expenses pursuant to each Fund’s contractual expense limitation:
| |
Expenses
Reimbursed for Fiscal Periods
Ended
December 31, |
| Fund |
Class |
2025 |
2024 |
2023 |
| Mid
Cap Growth Portfolio |
Class
I |
$0 |
$0 |
$0 |
| Class
S |
$152,080 |
$165,528 |
$240,209 |
| Mid
Cap Intrinsic Value Portfolio |
Class
I |
$0 |
$0 |
$0 |
| Class
S |
$18,328 |
$16,517 |
$5,652 |
| Quality
Equity Portfolio |
Class
I |
$0 |
$0 |
$0 |
| Class
S |
$0 |
$0 |
$0 |
| Short
Duration Bond Portfolio |
Class
I |
$0 |
$0 |
$0 |
Each Class of each Fund listed
below repaid NBIA the following amounts of expenses that NBIA reimbursed to each Class.
|
|
Expenses
Repaid for Fiscal Years
Ended
December 31, |
| Fund |
Class |
2025 |
2024 |
2023 |
| Quality
Equity Portfolio |
Class
S |
$0 |
$0 |
$4,471 |
Voluntary
Expense Limitations
In
addition, NBIA has voluntarily undertaken to waive and/or reimburse certain expenses of each Class of each Fund listed below. Each undertaking,
which can be terminated, increased, or decreased by NBIA without notice to the Fund, is not subject to recovery by NBIA, and which may
or may not change in the future, is in addition to the contractual undertaking described above.
| Fund |
Class |
Voluntary
Expense Limitation |
| Mid
Cap Intrinsic Value Portfolio |
I |
0.85% |
| S |
1.10% |
The
table below shows the amounts reimbursed by NBIA pursuant to voluntary expense limitations:
| |
Expenses
Reimbursed for Fiscal Years
Ended
December 31, |
| Fund |
Class |
2025 |
2024 |
2023 |
| Mid
Cap Intrinsic Value Portfolio |
Class
I |
$4,637 |
$0 |
$0 |
| Class
S |
$123 |
$0 |
$0 |
Portfolio Manager Information
The table below lists the
Portfolio Manager(s) of each Fund and the Fund(s) for which the Portfolio Manager has day-to-day management responsibility.
| Portfolio
Manager |
Fund(s)
Managed |
| Ashok
Bhatia |
Short
Duration Bond Portfolio |
| Jennifer
Blachford |
Mid
Cap Growth Portfolio |
| David
M. Brown |
Short
Duration Bond Portfolio |
| Chad
Bruso |
Mid
Cap Growth Portfolio |
| Michael
Foster |
Short
Duration Bond Portfolio |
| Rand
W. Gesing |
Mid
Cap Intrinsic Value Portfolio |
| Daniel
P. Hanson |
Quality
Equity Portfolio |
| Scott
A. Hoina |
Mid
Cap Intrinsic Value Portfolio |
| James
F. McAree |
Mid
Cap Intrinsic Value Portfolio |
| Matthew
McGinnis |
Short
Duration Bond Portfolio |
| Trevor
Moreno |
Mid
Cap Growth Portfolio |
| Benjamin
H. Nahum |
Mid
Cap Intrinsic Value Portfolio |
| Kenney
Oh |
Mid
Cap Intrinsic Value Portfolio |
| Amit
Solomon |
Mid
Cap Intrinsic Value Portfolio |
Accounts
Managed
The table below describes
the accounts for which each Portfolio Manager has day-to-day management responsibility as of December 31, 2025, except as otherwise indicated.
|
Type
of Account |
Number
of Accounts Managed |
Total
Assets Managed ($ millions) |
Number
of Accounts Managed for which Advisory Fee is Performance-Based |
Assets
Managed for which Advisory Fee is Performance-Based ($ millions) |
| Ashok
Bhatia |
| Registered
Investment Companies* |
9 |
10,405 |
- |
- |
| Other
Pooled Investment Vehicles** |
23 |
21,535 |
- |
- |
| Other
Accounts*** |
25 |
8,434 |
- |
- |
| Jennifer
Blachford |
| Registered
Investment Companies* |
4 |
3,164 |
- |
- |
| Other
Pooled Investment Vehicles** |
2 |
401 |
- |
- |
| Other
Accounts*** |
4 |
1 |
- |
- |
| David
M. Brown |
| Registered
Investment Companies* |
18 |
11,018 |
3 |
49 |
| Other
Pooled Investment Vehicles** |
118 |
36,189 |
7 |
38 |
| Other
Accounts*** |
373 |
48,335 |
- |
- |
| Chad
Bruso |
| Registered
Investment Companies* |
4 |
3,164 |
- |
- |
| Other
Pooled Investment Vehicles** |
2 |
401 |
- |
- |
| Other
Accounts*** |
7 |
4 |
- |
- |
| Michael
Foster |
| Registered
Investment Companies* |
5 |
1,243 |
- |
- |
| Other
Pooled Investment Vehicles** |
2 |
172 |
- |
- |
| Other
Accounts*** |
278 |
8,948 |
- |
- |
| Rand
W. Gesing |
| Registered
Investment Companies* |
2 |
152 |
- |
- |
| Other
Pooled Investment Vehicles** |
- |
- |
- |
- |
| Other
Accounts*** |
- |
- |
- |
- |
| Daniel
P. Hanson |
| Registered
Investment Companies* |
2 |
2,988 |
- |
- |
| Other
Pooled Investment Vehicles** |
1 |
8 |
- |
- |
| Other
Accounts*** |
549 |
2,145 |
- |
- |
| Scott
A. Hoina |
| Registered
Investment Companies* |
2 |
152 |
- |
- |
| Other
Pooled Investment Vehicles** |
- |
- |
- |
- |
| Other
Accounts*** |
2 |
1 |
- |
- |
| James
F. McAree |
| Registered
Investment Companies* |
2 |
152 |
- |
- |
| Other
Pooled Investment Vehicles** |
1 |
489 |
1 |
489 |
| Other
Accounts*** |
- |
- |
- |
- |
| Matthew
McGinnis |
| Registered
Investment Companies* |
2 |
794 |
- |
- |
| Other
Pooled Investment Vehicles** |
2 |
172 |
- |
- |
| Other
Accounts*** |
277 |
8,922 |
- |
- |
| Trevor
Moreno |
| Registered
Investment Companies* |
4 |
3,164 |
- |
- |
| Other
Pooled Investment Vehicles** |
2 |
401 |
- |
- |
| Other
Accounts*** |
4 |
1 |
- |
- |
| Benjamin
H. Nahum |
| Registered
Investment Companies* |
6 |
1,886 |
- |
- |
| Other
Pooled Investment Vehicles** |
1 |
489 |
1 |
489 |
| Other
Accounts*** |
1,369 |
2,520 |
4 |
632 |
| Kenney
Oh |
|
|
|
|
| Registered
Investment Companies* |
2 |
152 |
- |
- |
| Other
Pooled Investment Vehicles** |
1 |
489 |
1 |
489 |
| Other
Accounts*** |
- |
- |
- |
- |
| Amit
Solomon |
| Registered
Investment Companies* |
2 |
152 |
- |
- |
| Other
Pooled Investment Vehicles** |
1 |
489 |
1 |
489 |
| Other
Accounts*** |
- |
- |
- |
- |
* Registered Investment Companies include all
funds managed by the Portfolio Manager, including the Funds.
** A portion of certain accounts may be managed
by other Portfolio Managers; however, the total assets of such accounts are included even though the Portfolio Manager listed is not involved
in the day-to-day management of the entire account.
***
Other Accounts include: Institutional Separate Accounts, Sub-Advised Accounts, and Managed Accounts (WRAP Accounts).
Conflicts
of Interest
Actual
or apparent conflicts of interest may arise when a Portfolio Manager has day-to-day management responsibilities with respect to more than
one Fund or other account. The management of multiple funds and accounts (including proprietary accounts) may give rise to actual or potential
conflicts of interest if the funds and accounts have different or similar objectives, benchmarks, time horizons, and fees, as the Portfolio
Manager must allocate his or her time and investment ideas across multiple funds and accounts. The Portfolio Manager may execute transactions
for another fund or account that may adversely impact the value of securities or instruments held by a Fund, and which may include transactions
that are directly contrary to the positions taken by a Fund. For example, a Portfolio Manager may engage in short sales of securities
or instruments for another account that are the same type of securities or instruments in which a Fund it manages also invests. In such
a case, the Portfolio Manager could be seen as harming the performance of the Fund for the benefit of the account engaging in short sales
if the short sales cause the market value of the securities or instruments to fall. Additionally, if a Portfolio Manager identifies a
limited investment opportunity that may be suitable for more than one fund or other account, a Fund may not be able to take full advantage
of that opportunity. There may also be regulatory limitations that prevent a Fund from participating in a transaction that another account
or fund managed by the same Portfolio Manager will invest. For example, the 1940 Act prohibits the Funds from participating in certain
transactions with certain of its affiliates and from participating in “joint” transactions alongside certain of its affiliates.
The prohibition on “joint” transactions may limit the ability of the Funds to participate alongside its affiliates in privately
negotiated transactions unless the transaction is otherwise permitted under existing regulatory guidance and may reduce the amount of
privately negotiated transactions that the Funds may participate. Further, the Manager may take an investment position or action for a
fund or account that may be different from, inconsistent with, or have different rights than (e.g., voting rights, dividend or repayment
priorities or other features that may conflict with one another), an action or position taken for one or more other funds or accounts,
including a Fund, having similar or different objectives. A conflict may also be created by investing in different parts of an issuer’s
capital structure (e.g., equity or debt, or different positions in the debt structure). Those positions and actions may adversely impact,
or in some instances benefit, one or more affected accounts, including the funds. Potential conflicts may also arise because portfolio
decisions and related actions regarding a position held for a fund or another account may not be in the best interests of a position held
by another fund or account having similar or different objectives. If one account were to buy or sell portfolio securities or instruments
shortly before another account bought or sold the same securities or instruments, it could affect the price paid or received by the second
account. Securities selected for funds or accounts other than a Fund may outperform the securities selected for the Fund. Finally, a conflict
of interest may arise if the Manager and a Portfolio Manager have a financial incentive to favor one account over another, such as a performance-based
management fee that applies to one account but not all funds or accounts for which the Portfolio Manager is responsible. In the ordinary
course of operations, certain businesses within the Neuberger organization (the “Firm”) will seek access to material non-public
information. For instance, NBIA portfolio managers may obtain and utilize material non-public information in purchasing loans and other
debt instruments and certain privately placed or restricted equity instruments. From time to time, NBIA portfolio managers will be offered
the opportunity on behalf of applicable clients to participate on a creditors or other similar committee in connection with restructuring
or other “work-out” activity, which participation could provide access to material non-public information. The Firm maintains
procedures that address the process by which material non-public information may be acquired intentionally by the Firm. When considering
whether to acquire material non-public information, the Firm will attempt to balance the interests of all clients, taking into consideration
relevant factors, including the extent of the prohibition on trading that would occur, the size of the Firm’s existing position
in the issuer, if any, and the value of the information as it relates to the investment decision-making process. The acquisition of material
non-public information would likely give rise to a conflict of interest since the Firm may be prohibited from rendering investment advice
to clients regarding the securities or instruments of such issuer and thereby potentially limiting the universe of securities or instruments
that the Firm, including a Fund, may purchase or potentially limiting the ability of the Firm, including a Fund, to sell such securities
or instruments. Similarly, where the Firm declines access to (or otherwise does not receive or share within the Firm) material non-public
information regarding an issuer, the portfolio managers could potentially base investment decisions with respect to assets of such issuer
solely on public information, thereby limiting the amount of information available to the portfolio managers in connection with such investment
decisions. In determining whether or not to elect to receive material non-public information, the Firm will endeavor to act fairly to
its clients as a whole. The Firm reserves the right to decline access to material non-public information, including declining to join
a creditors or similar committee.
NBIA and each Fund have adopted
certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures
will detect each and every situation in which a conflict arises.
Compensation
of Portfolio Managers
Our compensation philosophy
is one that focuses on rewarding performance and incentivizing our employees. We are also focused on creating a compensation process that
we believe is fair, transparent, and competitive with the market.
Compensation
for Portfolio Managers consists of either (i) fixed (salary) and variable (discretionary bonus) compensation but is more heavily weighted
on the variable portion of total compensation, (ii) on a production model, whereby formulaic compensation is paid from the team compensation
pool on a fixed schedule (typically monthly) or (iii) a combination of salary, bonus and/or production compensation. Compensation is paid
from a team compensation pool made available to the portfolio management team with which the Portfolio Manager is associated. The
size of the team compensation pool is determined based on a formula that takes into consideration a number of factors including the pre-tax
revenue that is generated by that particular portfolio management team, less certain adjustments. The amount allocated to individual Portfolio
Managers is determined on the basis of a variety of criteria, including investment performance (including the aggregate multi-year track
record), utilization of central resources (including research, sales and operations/support), business building to further the longer
term sustainable success of the investment team, effective team/people management, and overall contribution to the success of Neuberger.
Certain Portfolio Managers may manage products other than mutual funds, such as high net worth separate accounts. The share of pre-tax
revenue a Portfolio Manager receives pursuant to any such arrangement will vary based on certain revenue thresholds.
The terms of our long-term
retention incentives are as follows:
Employee-Owned
Equity. Certain employees (primarily senior leadership and investment professionals) participated in Neuberger’s equity ownership
structure, which was launched as part of the firm’s management buyout in 2009 and designed to incentivize and retain key personnel.
We currently offer an equity acquisition program which allows employees a more direct opportunity to invest in Neuberger.
Contingent
Compensation. Certain employees may participate in the Neuberger Group Contingent Compensation Plan (the “CCP”) to serve
as a means to further align the interests of our employees with the success of the firm and the interests of our clients, and to reward
continued employment. Under the CCP, up to 20% of a participant’s annual total compensation in excess of $500,000 is contingent
and subject to vesting. The contingent amounts are maintained in a notional account that is tied to the performance of a portfolio of
Neuberger investment strategies as specified by the firm on an employee-by-employee basis. By having a participant’s contingent
compensation tied to Neuberger investment strategies, each employee is given further incentive to operate as a prudent risk manager and
to collaborate with colleagues to maximize performance across all business areas. In the case of members of investment teams, including
Portfolio Managers, the CCP is currently structured so that such employees have exposure to the investment strategies of their respective
teams as well as the broader Neuberger portfolio.
Restrictive Covenants.
Most investment professionals, including Portfolio Managers, are subject to notice periods and restrictive covenants which include employee
and client non-solicit restrictions as well as restrictions on the use of confidential information. In addition, depending on participation
levels, certain senior professionals who have received equity grants have also agreed to additional notice and transition periods and,
in some cases, non-compete restrictions.
Ownership
of Securities
Set
forth below is the dollar range of equity securities beneficially owned by each Portfolio Manager in the Fund(s) that the Portfolio Manager
manages, as of December 31, 2025. None of the Portfolio Managers own Fund shares because Fund shares are available only through the purchase
of variable annuity or variable life insurance contracts issued by insurance companies through their separate accounts or through certain
qualified pension and retirement plans.
|
Portfolio Manager |
Fund
Managed |
Dollar
Range of Equity Securities Owned in the Fund |
| Ashok
Bhatia |
Short
Duration Bond Portfolio |
A |
| Jennifer
Blachford |
Mid
Cap Growth Portfolio |
A |
| David
M. Brown |
Short
Duration Bond Portfolio |
A |
| Chad
Bruso |
Mid
Cap Growth Portfolio |
A |
| Michael
Foster |
Short
Duration Bond Portfolio |
A |
| Rand
W. Gesing |
Mid
Cap Intrinsic Value Portfolio |
A |
| Daniel
P. Hanson |
Quality
Equity Portfolio |
A |
| Scott
A. Hoina |
Mid
Cap Intrinsic Value Portfolio |
A |
| James
F. McAree |
Mid
Cap Intrinsic Value Portfolio |
A |
| Matthew
McGinnis |
Short
Duration Bond Portfolio |
A |
| Trevor
Moreno |
Mid
Cap Growth Portfolio |
A |
| Benjamin
H. Nahum |
Mid
Cap Intrinsic Value Portfolio |
A |
| Kenney
Oh |
Mid
Cap Intrinsic Value Portfolio |
A |
| Amit
Solomon |
Mid
Cap Intrinsic Value Portfolio |
A |
A = None; B = $1-$10,000; C
= $10,001 - $50,000; D =$50,001-$100,000; E = $100,001-$500,000; F = $500,001-$1,000,000; G = Over $1,000,001
Other Investment Companies
or Accounts Managed
The
investment decisions concerning the Funds and the other registered investment companies managed by NBIA (collectively, “Other Neuberger
Funds”) have been and will continue to be made independently of one another. In terms of their investment objectives, most of the
Other Neuberger Funds differ from the Funds. Even where the investment objectives are similar, however, the methods used by the Other
Neuberger Funds and the Funds to achieve their objectives may differ. The investment results achieved by all of the registered investment
companies managed by NBIA have varied from one another in the past and are likely to vary in the future. In addition, NBIA or its affiliates
may manage one or more Other Neuberger Funds or other accounts with similar investment objectives and strategies as the Funds that may
have risks that are greater or less than the Funds.
There
may be occasions when a Fund and one or more of the Other Neuberger Funds or other accounts managed by NBIA are contemporaneously engaged
in purchasing or selling the same securities from or to third parties. When this occurs, the transactions may be aggregated to obtain
favorable execution to the extent permitted by applicable law and regulations. The transactions will be allocated according to one or
more methods designed to ensure that the allocation is equitable to the funds and accounts involved. Although in some cases this arrangement
may have a detrimental effect on the price or volume of the securities as to a Fund, in other cases it is believed that a Fund’s
ability to participate in volume transactions may produce better executions for it. In any case, it is the judgment of the Fund Trustees
that the desirability of a Fund having its advisory arrangements with NBIA outweighs any disadvantages that may result from contemporaneous
transactions.
The
Funds are subject to certain limitations imposed on all advisory clients of NBIA (including the Funds, the Other Neuberger Funds, and
other managed funds or accounts) and personnel of NBIA and its affiliates. These include, for example, limits that may be imposed in certain
industries or by certain companies, and policies of NBIA that limit the aggregate purchases, by all accounts under management, of the
outstanding shares of public companies.
Codes of Ethics
The Funds and NBIA have personal
securities trading policies that restrict the personal securities transactions of employees, officers, and Fund Trustees. Their primary
purpose is to ensure that personal trading by these individuals does not disadvantage any fund managed by NBIA. The Funds’ Portfolio
Managers and other investment personnel who comply with the policies’ preclearance and disclosure procedures may be permitted to
purchase, sell or hold certain types of securities which also may be or are held in the funds they advise, but are restricted from trading
in close conjunction with their funds or taking personal advantage of investment opportunities that may belong to the funds. Text-only
versions of the Codes of Ethics can be viewed online or downloaded from the EDGAR Database on the SEC’s internet web site at www.sec.gov.
Management and Control of NBIA
NBIA is an indirect subsidiary
of Neuberger Berman Group LLC (“NBG”). The directors, officers and/or employees of NBIA who are deemed “control persons”
of NBIA are: Joseph Amato, Ashok Bhatia, Kenneth deRegt, Douglas Kramer, and Stephen Wright. Mr. Amato is a Trustee of the Trust.
NBG’s voting equity
is owned by NBSH Acquisition, LLC (“NBSH”). NBSH is owned by portfolio managers, members of the NBG’s management
team, and certain of NBG’s key employees and senior professionals.
DISTRIBUTION ARRANGEMENTS
Short
Duration Bond Portfolio offers one class of shares, known as Class I shares. Mid Cap Growth Portfolio, Mid Cap Intrinsic
Value Portfolio, and Quality Equity Portfolio each offer two classes of shares, known as Class I and Class S shares.
Distributor
Neuberger
Berman BD LLC (“NBBD” or the “Distributor”) serves as the distributor in connection with the continuous offering
of each Fund’s shares. Class I shares are offered on a no-load basis. Class S shares are sold with a 0.25% distribution (12b-1)
fee.
In connection with the sale
of its shares, each Fund has authorized the Distributor to give only the information, and to make only the statements and representations,
contained in the Prospectuses and this SAI or that properly may be included in sales literature and advertisements in accordance with
the 1933 Act, the 1940 Act, and applicable rules of self-regulatory organizations. Sales may be made only by a Prospectus, which may be
delivered personally, through the mails, or by electronic means. The Distributor is the Funds’ “principal underwriter”
within the meaning of the 1940 Act. It acts as agent in arranging for the sale of each Fund’s shares without sales commission or
other compensation (except for Class S) and either it or its affiliates bear all advertising and promotion expenses incurred in the sale
of the Funds’ shares. Shares of the Funds are continuously offered to variable annuity contracts or variable life insurance policies
issued by participating insurance companies.
The
Trust, on behalf of each Fund, and the Distributor are parties to a Distribution Agreement with respect to the Fund’s Class I,
as applicable, and Distribution and Shareholder Services Agreements with respect to Class S of the Fund, as applicable (“Distribution
Agreements”). The Distribution Agreements continue until October 31, 2026. The Distribution Agreements may be renewed annually
with respect to a Fund if specifically approved by (1) the vote of a majority of the Independent Fund Trustees and (2) the vote of a majority
of the Fund Trustees or a 1940 Act majority vote of the outstanding shares of that Fund. The Distribution Agreements may be terminated
by either party and will terminate automatically on their assignment, in the same manner as each Management Agreement.
Additional Payments to Financial
Intermediaries
The Distributor and/or NBIA
and/or their affiliates may pay additional compensation and/or provide incentives (out of their own resources and not as an expense of
the Funds) to certain brokers, dealers, or other financial intermediaries (“Financial Intermediaries”) in connection with
the sale, distribution, retention and/or servicing of Fund shares.
Such payments (often referred
to as revenue sharing payments) are intended to provide additional compensation to Financial Intermediaries for various services, including
without limitation, participating in joint advertising with a Financial Intermediary, granting the Distributor’s and/or NBIA’s
and/or their affiliates’ personnel reasonable access to a Financial Intermediary’s financial advisers and consultants, and
allowing the Distributor’s and/or NBIA’s and/or their affiliates’ personnel to attend conferences. The Distributor
and/or NBIA and/or their affiliates may make other payments or allow other promotional incentives to Financial Intermediaries to the extent
permitted by SEC and FINRA rules and by other applicable laws and regulations.
In addition, the Distributor
and/or NBIA and/or their affiliates may pay for: placing the Funds on the Financial Intermediary’s sales system, preferred or recommended
fund list, providing periodic and ongoing education and training of Financial Intermediary personnel regarding the Funds; disseminating
to Financial Intermediary personnel information and product marketing materials regarding the Funds; explaining to clients the features
and characteristics of the Funds; conducting due diligence regarding the Funds; providing reasonable access to sales meetings, sales representatives
and management representatives of a Financial Intermediary; training, due diligence, sales reporting data or information and other promotional
incentives, and furnishing marketing support and other services. Additional compensation also may include non-cash compensation, financial
assistance to Financial Intermediaries in connection with conferences, seminars for the public and advertising campaigns, technical and
systems support and reimbursement of ticket charges (fees that a Financial Intermediary charges its representatives for effecting transactions
in Fund shares) and other similar charges.
The level of such payments
made to Financial Intermediaries may be a fixed fee or based upon one or more of the following factors: reputation in the industry, ability
to attract and retain assets, target markets, customer relationships, quality of service, actual or expected sales, current assets and/or
number of accounts of the Fund attributable to the Financial Intermediary, the particular Fund or fund type or other measures as agreed
to by the Distributor and/or NBIA and/or their affiliates and the Financial Intermediaries or any combination thereof. The amount of these
payments is determined at the discretion of the Distributor and/or NBIA and/or their affiliates from time to time, may be substantial,
and may be different for different Financial Intermediaries based on, for example, the nature of the services provided by the Financial
Intermediary.
Receipt of, or the prospect
of receiving, this additional compensation, may influence a Financial Intermediary’s recommendation of the Funds or of any particular
share class of the Funds. These payment arrangements, however, will not change the price that an investor pays for Fund shares or the
amount that a Fund receives to invest on behalf of an investor and will not increase Fund expenses. You should review your Financial Intermediary’s
compensation disclosure and/or talk to your Financial Intermediary to obtain more information on how this compensation may have influenced
your Financial Intermediary’s recommendation of a Fund.
In addition to the compensation
described above, the Funds and/or the Distributor and/or NBIA and/or their affiliates may pay fees to Financial Intermediaries and their
affiliated persons for maintaining Fund share balances and/or for subaccounting, administrative or transaction processing services related
to the maintenance of accounts for retirement and benefit plans and other omnibus accounts (“subaccounting fees”). Such
subaccounting fees paid by the Funds may differ depending on the Fund and are designed to be equal to or less than the fees the Funds
would pay to their transfer agent for similar services. Because some subaccounting fees are directly related to the number of accounts
and assets for which a Financial Intermediary provides services, these fees will increase with the success of the Financial Intermediary’s
sales activities.
The Distributor and NBIA and
their affiliates are motivated to make the payments described above since they promote the sale of Fund shares and the retention of those
investments by clients of Financial Intermediaries. To the extent Financial Intermediaries sell more shares of the Funds or retain shares
of the Funds in their clients’ accounts, NBIA and/or its affiliates benefit from the incremental management and other fees paid
to NBIA and/or its affiliates by the Funds with respect to those assets.
Distribution Plan (Class I
Only)
The
Trust, on behalf of Mid Cap Growth Portfolio, Mid Cap Intrinsic Value Portfolio, Quality Equity Portfolio, and Short
Duration Bond Portfolio has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (“Plan”) with respect
to Class I of each Fund. The Plan provides that the administration fee received by the Distributor from each of the Funds may be used
by the Distributor to reimburse itself for expenses incurred in connection with the offering of a Fund’s shares. Specifically,
the Distributor may reimburse itself for the expenses of printing and distributing any prospectuses, reports and other literature used
by the Distributor, and for advertising, and other promotional activities.
Under the Plan no separate
payment is required by a Fund, it being recognized that each Fund presently pays, and will continue to pay, an administration fee to the
Distributor. To the extent that any payments made by a Fund to the Distributor, including payment of administration fees, should be deemed
to be indirect financing of any activity primarily intended to result in the sale of shares of a Fund within the context of Rule 12b-1
under the 1940 Act, those payments are authorized under the Plan.
Distribution Plan (Class S)
The
Trust, on behalf of Mid Cap Growth Portfolio, Mid Cap Intrinsic Value Portfolio, and Quality Equity Portfolio has
also adopted a Plan with respect to Class S of each Fund. The Plan provides that the Funds will compensate the Distributor for administrative
and other services provided to the Funds, its activities and expenses related to the sale and distribution of Class S shares, and ongoing
services to Class S investors in the Funds. Under the Plan, the Distributor receives from the Funds a fee at the annual rate of 0.25%
of that Fund’s average daily net assets attributable to Class S shares (without regard to expenses incurred by Class S shares).
The Distributor may pay up to the full amount of this fee to third parties that make available Fund shares and/or provide services to
the Fund’s and their Class S shareholders. The fee paid to a third party is based on the level of such services provided. Third
parties may use the payments for, among other purposes, compensating employees engaged in sales and/or shareholder servicing.
Services may include, among
other things: teleservicing support in connection with the Funds; delivery and responding to inquires with regard to Fund prospectuses
and/or SAIs, reports, notices, proxies and proxy statements and other information respecting the Funds (but not including services paid
for by the Trust such as printing and mailing); facilitation of the tabulation of Variable Contract owners’ votes in the event
of a meeting of Trust shareholders; maintenance of Variable Contract records reflecting shares purchased and redeemed and share balances,
and the conveyance of that information to the Trust, or its transfer agent as may be reasonably requested; provision of support services
including providing information about the Trust and its Funds and answering questions concerning the Trust and its Funds, including questions
respecting Variable Contract owners’ interests in one or more Funds; provision and administration of Variable Contract features
for the benefit of Variable Contract owners participating in the Trust including fund transfers, dollar cost averaging, asset allocation,
portfolio rebalancing, earnings sweep, and pre-authorized deposits and withdrawals; and provision of other services as may be agreed upon
from time to time.
The amount of fees paid by
the Funds during any year may be more or less than the cost of distribution and other services provided to that Fund and its investors.
FINRA rules limit the amount of annual distribution and service fees that may be paid by a mutual fund and impose a ceiling on the cumulative
distribution fees paid. The Plan complies with these rules.
The table below sets forth
the total amount of fees accrued for the Fund and Class indicated below:
|
|
For
Fiscal Years Ended 12/31, |
| Fund
and Class |
2025 |
2024 |
2023 |
| Mid
Cap Growth Portfolio - Class S |
$1,025,564 |
$1,000,916 |
$892,072 |
| Mid
Cap Intrinsic Value Portfolio - Class S |
$58,478 |
$82,083 |
$82,552 |
| Quality
Equity Portfolio - Class S |
$372,215 |
$367,259 |
$314,241 |
Distribution Plan (Class I
and Class S)
Each Plan requires that the
Distributor provide the Fund Trustees for their review a quarterly written report identifying the amounts expended by each Class and the
purposes for which such expenditures were made.
Prior to approving the Plans,
the Fund Trustees considered various factors relating to the implementation of the Plans and determined that there is a reasonable likelihood
that the Plans will benefit the applicable Classes of the Funds and their shareholders. To the extent the Plans allow the Funds to penetrate
markets to which they would not otherwise have access, the Plans may result in additional sales of Fund shares; this, in turn, may enable
the Funds to achieve economies of scale that could reduce expenses.
Each Plan is renewable from
year to year with respect to each Fund, so long as its continuance is approved at least annually (1) by the vote of a majority of
the Fund Trustees and (2) by a vote of the majority of those Independent Fund Trustees who have no direct or indirect financial interest
in the Distribution Agreement or the Plans pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1 Trustees”). The Plans
may not be amended to (i) authorize direct payments by a Fund to finance any activity primarily intended to result in the sale of shares
of that Fund or (ii) increase materially the amount of fees paid by any Class of any Fund thereunder unless such amendment is approved
by a 1940 Act majority vote of the outstanding shares of the Class and by the Fund Trustees in the manner described above. A Plan is terminable
with respect to a Class of a Fund at any time by a vote of a majority of the Rule 12b-1 Trustees or by a 1940 Act majority vote of the
outstanding shares in the Class.
From time to time, one or
more of the Funds may be closed to new investors. Because the Plan for Class S shares of the Funds pay for ongoing shareholder and account
services, the Board may determine that it is appropriate for a Fund to continue paying a 12b-1 fee, even though the Fund is closed to
new investors.
ADDITIONAL PURCHASE INFORMATION
Share Prices and Net Asset
Value
Each Fund’s shares
are bought or sold at the offering price or at a price that is the Fund’s NAV per share. The NAV for each Class of a Fund is calculated
by subtracting total liabilities of that Class from total assets attributable to that Class (the market value of the securities the Fund
holds plus cash and other assets). Each Fund’s per share NAV is calculated by dividing its NAV by the number of Fund shares outstanding
attributable to that Class and rounding the result to the nearest full cent.
Each Fund normally calculates
its NAV on each day the New York Stock Exchange (the “Exchange” or the “NYSE”) is open once daily as of 4:00
P.M., Eastern time. Because the value of a Fund’s portfolio securities changes every business day, its share price usually changes
as well. In the event of an emergency or other disruption in trading on the Exchange, a Fund’s share price would still normally
be determined as of 4:00 P.M., Eastern time. The Exchange is generally closed on all national holidays and Good Friday; Fund shares will
not be priced on those days or other days on which the Exchange is scheduled to be closed. When the Exchange is closed for unusual reasons,
Fund shares will generally not be priced although a Fund may decide to remain open and in such a case, the Fund would post a notice on
www.nb.com.
A Fund generally values its
investments based upon their last reported sale prices, market quotations, or estimates of value provided by an independent pricing service
as of the time as of which the Fund’s share price is calculated.
A Fund uses one or more independent
pricing services approved by NBIA to value its equity portfolio securities (including exchange-traded derivative instruments and securities
issued by ETFs). An independent pricing service values equity portfolio securities (including exchange-traded derivative instruments and
securities issued by ETFs) listed on the NYSE, the NYSE MKT LLC or other national securities exchanges, and other securities or instruments
for which market quotations are readily available, at the last reported sale price on the day the securities are being valued. Securities
traded primarily on the NASDAQ Stock Market are normally valued by the independent pricing service at the NASDAQ Official Closing Price
(“NOCP”) provided by NASDAQ each business day. The NOCP is the most recently reported price as of 4:00:02 p.m., Eastern
time, unless that price is outside the range of the “inside” bid and asked prices (i.e., the bid and asked prices that dealers
quote to each other when trading for their own accounts); in that case, NASDAQ will adjust the price to equal the inside bid or asked
price, whichever is closer. Because of delays in reporting trades, the NOCP may not be based on the price of the last trade to occur before
the market closes. If there is no sale of a security or other instrument on a particular day, the independent pricing services may value
the security or other instrument based on market quotations.
A Fund uses one or more independent
pricing services approved by NBIA to value its debt portfolio securities and other instruments, including certain derivative instruments
that do not trade on an exchange. Valuations of debt securities and other instruments provided by an independent pricing service are based
on readily available bid quotations or, if quotations are not readily available, by methods that include considerations such as: yields
or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions.
Valuations of derivatives that do not trade on an exchange provided by an independent pricing service are based on market data about the
underlying investments. Short-term securities with remaining maturities of less than 60 days may be valued at cost, which, when combined
with interest earned, approximates market value, unless other factors indicate that this method does not provide an accurate estimate
of the short-term security’s value.
NBIA has developed a process
to periodically review information provided by independent pricing services for all types of securities.
Investments in non-exchange
traded investment companies are valued using the respective fund’s daily calculated NAV per share. The prospectuses for these funds
explain the circumstances under which the funds will use fair value pricing and the effects of using fair value pricing.
If a valuation for a security
is not available from an independent pricing service or if NBIA believes in good faith that the valuation received does not reflect the
amount a Fund might reasonably expect to receive on a current sale of that security, the Fund seeks to obtain quotations from brokers
or dealers. If such quotations are not readily available, the Fund may use a fair value estimate made according to methods NBIA has approved
in the good-faith belief that the resulting valuation will reflect the fair value of the security. Pursuant to Rule 2a-5 under the 1940
Act, the Board designated NBIA as the Funds’ valuation designee. As the Funds’ valuation designee, NBIA is responsible for
determining fair value in good faith for all Fund investments. A Fund may also use these methods to value certain types of illiquid securities
and instruments for which broker quotes are rarely, if ever, available, such as options that are out of the money, or for which no trading
activity exists. Fair value pricing generally will be used if the market in which a portfolio security trades closes early or if trading
in a particular security was halted during the day and did not resume prior to a Fund’s NAV calculation. Numerous factors may be
considered when determining the fair value of a security or other instrument, including available analyst, media or other reports, trading
in futures or ADRs, and whether the issuer of the security or other instrument being fair valued has other securities or other instruments
outstanding.
The value of a Fund’s
investments in foreign securities is generally determined using the same valuation methods used for other Fund investments, as discussed
above. Foreign security prices expressed in local currency values are translated from the local currency into U.S. dollars using the exchange
rates as of 4:00 p.m., Eastern time.
If, after the close of the
principal market on which a security is traded and before the time a Fund’s securities are priced that day, an event occurs that
NBIA deems likely to cause a material change in the value of that security, NBIA may ascertain a fair value for such security. Such events
may include circumstances in which the value of the U.S. markets changes by a percentage deemed significant with respect to the security
in question.
NBIA has approved the use
of ICE Data Service (“ICE”) to assist in determining the fair value of foreign equity securities when changes in the value
of a certain index suggest that the closing prices on the foreign exchanges may no longer represent the amount that a Fund could expect
to receive for those securities or on days when foreign markets are closed and U.S. markets are open. In each of these events, ICE will
provide adjusted prices for certain foreign equity securities using a statistical analysis of historical correlations of multiple factors. NBIA
has also approved the use of ICE to evaluate the prices of foreign income securities as of the time at which a Fund’s share price
is calculated. ICE utilizes benchmark spread and yield curves and evaluates available market activity from the local close to the
time as of which a Fund’s share price is calculated to assist in determining prices for certain foreign income securities. In the
case of both foreign equity and foreign income securities, in the absence of precise information about the market values of these foreign
securities as of the time as of which a Fund’s share price is calculated, NBIA has determined based on available data that prices
adjusted or evaluated in this way are likely to be closer to the prices a Fund could realize on a current sale than the prices of those
securities established at the close of the foreign markets in which the securities primarily trade. Foreign securities are traded in foreign
markets that may be open on days when the NYSE is closed. As a result, the NAV of a Fund may be significantly affected on days when shareholders
do not have access to that Fund.
Under the 1940 Act, the Funds
are required to act in good faith in determining the fair value of portfolio securities. The SEC has recognized that a security’s
valuation may differ depending on the method used for determining value. The fair value ascertained for a security is an estimate and
there is no assurance, given the limited information available at the time of fair valuation, that a security’s fair value will
be the same as or close to the subsequent opening market price for that security.
ADDITIONAL REDEMPTION INFORMATION
Suspension of Redemptions
The right to redeem a Fund’s
shares may be suspended or payment of the redemption price postponed (1) when the NYSE is closed, (2) when the bond market is closed,
(3) when trading on the NYSE is restricted, (4) when an emergency exists as a result of which it is not reasonably practicable for the
Fund to dispose of securities it owns or fairly to determine the value of its net assets, or (5) for such other period as the SEC may
by order permit for the protection of the Fund’s shareholders. Applicable SEC rules and regulations shall govern whether the conditions
prescribed in (3) or (4) exist. If the right of redemption is suspended, shareholders may withdraw their offers of redemption or they
will receive payment at the NAV per share in effect at the close of business on the first day the NYSE is open (“Business Day”)
after termination of the suspension.
Redemptions in Kind
Each Fund reserves the right,
under certain conditions, to honor any request for redemption by making payment in whole or in part in securities valued as described
in “Share Prices and Net Asset Value” above. If payment is made in securities, a shareholder or Institution generally will
incur brokerage expenses or other transaction costs in converting those securities into cash and will be subject to fluctuation in the
market prices of those securities until they are sold. The Funds do not redeem in kind under normal circumstances, but would do so when
NBIA or the Fund Trustees determine that it is in the best interests of a Fund’s shareholders as a whole or the transaction is
otherwise effected in accordance with procedures adopted by the Fund’s Trustees.
A Fund also may elect to honor
a shareholder’s request for the Fund to pay in kind for redemptions in an attempt to manage any liquidity needs, to manage and
optimize its portfolio composition, to offset transaction costs associated with portfolio transactions, and/or to more efficiently manage
its portfolio. The securities provided to investors in an in kind redemption may be a pro-rata portion of the Fund’s portfolio
or a non-pro-rata portion of the Fund’s portfolio selected by the Manager based upon various circumstances and subject to the Fund’s
policies and procedures and any applicable laws or regulations. If the securities provided to investors in an in kind redemption are a
non-pro-rata portion of the Fund’s portfolio, it will only include securities that have been disclosed in the Fund’s most
recent public portfolio holdings disclosure.
Paying in kind for redemptions
could negatively impact the market value of the securities redeemed in kind based on the subsequent sale of such securities by the redeeming
stockholder and negatively impact the Fund. Redemptions in kind may benefit the Fund and its shareholders by reducing the need for the
Fund to maintain significant cash reserves and/or to sell Fund investments to either meet redemption requests or for other activities,
such as portfolio rebalancing and changing its portfolio composition. Accordingly, the Fund may be able to reduce transaction costs, to
reduce cash drag, and/or to lower capital gain realization.
ADDITIONAL
RESTRICTIONS
The
Funds and their affiliates and your financial intermediary are subject to various requirements, including anti-money laundering laws and
laws that restrict them from dealing with entities, individuals, organizations and/or investments that are subject to applicable sanctions
regimes. Compliance with legal requirements, including any applicable economic sanctions, anti-money laundering, and anti-terrorist financing
laws, may cause a Fund or your financial intermediary to block, freeze, or (in some cases) liquidate an account. For example, if a Fund
is unable to obtain from an investor information it requires to satisfy its anti-money laundering or economic sanctions compliance obligations,
or has reason to suspect that the investor may be engaged in illicit activity, or that the investor's funds derive from such activity
or sanctioned persons, the Fund may block, freeze, or liquidate an investor's account.
Each
investor acknowledges that (i) if the Funds or their affiliates reasonably believe that such investor (or any of its underlying beneficial
owners) is the subject or target of relevant economic or trade sanctions program or has used proceeds of crime to fund their investment,
or (ii) if otherwise required by applicable law or regulation, the Funds or their affiliates may, in their sole discretion, undertake
appropriate actions to ensure compliance with applicable law or regulations, including but not limited to redeeming shares, closing, segregating
or freezing an account, suspending account privileges or features and/or making disclosures to appropriate regulators. Each investor further
acknowledges that the Funds reserve the right to redeem shares, close, segregate or freeze an account, or suspend account privileges or
features, if a Fund believes or suspects that not doing so could result in a suspicious, fraudulent, or illegal transaction.
An
affected investor shall have no claim against a Fund or any of its affiliates, for any form of damages that result from any of the aforementioned
actions.
If
you use a financial intermediary, contact your provider for its specific policies regarding any of the aforementioned actions.
DIVIDENDS AND OTHER DISTRIBUTIONS
Each Fund distributes to its
shareholders (insurance company separate accounts and qualified plans) substantially all of the net investment income it earns (by Class,
after deducting expenses attributable to the Class) and any net capital gains (both long-term and short-term) and net gains from foreign
currency transactions, if any, it realizes that are allocable to that Class. A Fund’s net investment income, for financial accounting
purposes, consists of all income accrued on its assets less accrued expenses but does not include net capital and foreign currency gains
and losses. Net investment income and realized gains and losses of each Fund are reflected in its NAV until they are distributed. Each
Fund calculates its net investment income and NAV per share as of the close of regular trading on the NYSE on each Business Day (usually
4:00 p.m. Eastern time).
Each Fund normally pays dividends
from net investment income and distributions of net realized capital gains and net realized gains from foreign currency transactions,
if any, once annually, in October.
ADDITIONAL TAX INFORMATION
Taxation of the Funds
Each Fund intends to qualify
each taxable year for treatment as a RIC. To qualify or continue to qualify for treatment as a RIC under the Code, each Fund -- which
is treated as a separate corporation for federal tax purposes -- must distribute to its shareholders for each taxable year at least the
sum of (1) 90% of its investment company taxable income (consisting generally of net investment income, the excess of net short-term capital
gain over net long-term capital loss, and net gains and losses from certain foreign currency transactions, all determined without regard
to any deduction for dividends paid) and (2) 90% of its net interest income excludable from gross income under section 103(a) of the Code
(“Distribution Requirement”) and must meet several additional requirements. With respect to each Fund, these requirements
include the following:
(1) the Fund must derive at
least 90% of its gross income each taxable year from (a) dividends, interest, payments with respect to securities loans, and gains from
the sale or other disposition of securities or foreign currencies, or other income (including gains from certain Financial Instruments)
derived with respect to its business of investing in securities or those currencies and (b) net income from an interest in a “qualified
publicly traded partnership” (i.e., a “publicly traded partnership” that is treated as a partnership for federal
tax purposes and satisfies certain qualifying income requirements but derives less than 90% of its gross income from the items described
in clause (a)) (“QPTP”) (“Income Requirement”); and
(2) at the close of each quarter
of the Fund’s taxable year, (a) at least 50% of the value of its total assets must be represented by cash and cash items, Government
securities, securities of other RICs, and other securities limited, in respect of any one issuer, to an amount that does not exceed 5%
of the value of the Fund’s total assets and that does not represent more than 10% of the issuer’s outstanding voting securities
(equity securities of QPTPs being considered voting securities for these purposes), and (b) not more than 25% of the value of its total
assets may be invested in (i) the securities (other than Government securities or securities of other RICs) of any one issuer, (ii) the
securities (other than securities of other RICs) of two or more issuers the Fund controls (by owning 20% or more of their voting power)
that are determined to be engaged in the same, similar, or related trades or businesses, or (iii) the securities of one or more QPTPs
(collectively, “Diversification Requirements”).
If a Fund invests cash collateral
received in connection with securities lending in an unregistered fund (as noted above under “Investment Information -- Cash Management
and Temporary Defensive Positions”), the Fund generally will be treated as (1) owning a proportionate share of the unregistered
fund’s assets for purposes of determining the Fund’s compliance with the Diversification Requirements and certain other
provisions (including the provision that permits it to enable its shareholders to get the benefit of foreign taxes it pays, as described
below) and (2) being entitled to the income on that share for purposes of determining whether it satisfies the Income Requirement.
Each Fund intends to satisfy
the Distribution Requirement, the Income Requirement, and the Diversification Requirements each taxable year. By qualifying for treatment
as a RIC, a Fund (but not its shareholders) will be relieved of federal income tax on the part of its investment company taxable income
and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) that it distributes to its shareholders.
If a Fund failed to qualify for that treatment for any taxable year -- either (1) by failing to satisfy the Distribution Requirement,
even if it satisfied the Income and Diversification Requirements, or (2) by failing to satisfy the Income Requirement and/or either
Diversification Requirement and was unable, or determined not to avail itself of Code provisions that enable a RIC to cure a failure to
satisfy any of the Income and Diversification Requirements as long as the failure “is due to reasonable cause and not due to willful
neglect” and the RIC pays a deductible tax calculated in accordance with those provisions and meets certain other requirements
-- then for federal tax purposes it would be taxed as an ordinary corporation on the full amount of its taxable income for that year without
being able to deduct the distributions it makes to its shareholders. In addition, the Fund could be required to pay taxes and interest,
and make distributions before requalifying for RIC treatment. Most importantly, each Separate Account (defined below) invested therein
would fail to satisfy the diversification requirements under section 817(h) of the Code described in the following sub-section, with the
results that the variable contracts supported thereby would no longer be eligible for tax deferral and the shareholders therefore would
have to treat all Fund distributions, including distributions of net capital gain, as taxable dividends (that is, ordinary income) to
the extent of the Fund’s earnings and profits.
Section
817(h)
The Funds serve as the underlying
investments for variable contracts issued through segregated asset accounts (i.e., separate accounts) of life insurance companies (each,
a “Separate Account”). Section 817(h) of the Code and U.S. Treasury Department regulations promulgated thereunder impose
certain diversification requirements, described in the following paragraphs, on the assets of Separate Accounts that fund variable contracts
(and because each Fund is a “Closed Fund,” as defined below, the assets of the Fund) (“Section 817 Diversification
Requirements”), which are in addition to the diversification requirements imposed on the Funds by the 1940 Act and the Diversification
Requirements. For purposes of the Section 817 Diversification Requirements, a Separate Account investing in shares of a RIC may “look
through” the RIC to its pro rata portion of the RIC’s assets, provided that the RIC’s shares are generally held only
by Separate Accounts, the fund manager in connection with the creation or management of a fund, and certain other permitted investors
(a “Closed Fund”). Each Fund intends to comply for its current and future taxable years with the Section 817 Diversification
Requirements.
Section 817(h)(2) provides,
as a “safe harbor,” that a Separate Account that funds variable contracts is treated as meeting the Section 817 Diversification
Requirements if, as of the close of each calendar quarter, the assets in the account meet the Diversification Requirements and no more
than 55% of those assets consist of cash, cash items, Government securities, and securities of other RICs. The U.S. Treasury Department
regulations amplify the Section 817 Diversification Requirements and provide that a Separate Account will be deemed adequately diversified
if, as of the end of each calendar quarter (or within 30 days thereafter), (1) no more than 55% of the value of the account’s total
assets is represented by any one investment, (2) no more than 70% of that value is represented by any two investments, (3) no more than
80% of that value is represented by any three investments, and (4) no more than 90% of that value is represented by any four investments.
For those purposes, all securities of the same issuer are treated as a single investment, but each Government agency or instrumentality
is treated as a separate issuer.
If a Separate Account on which
a variable contract is based is not “adequately diversified” for a calendar quarter, then (1) the variable contract would
not be treated as a life insurance contract or annuity contract under the Code for that quarter and all subsequent periods and (2) the
holder of the contract would be required to include in gross income, as ordinary income, “the income on the contract” for
each taxable year. Further, the income on such a variable contract that is a life insurance contract for all prior taxable years would
be treated as received or accrued during the taxable year of the holder in which the contract ceased to meet the definition of a “life
insurance contract” under the Code. The “income on the contract” is generally the excess of (a) the sum of the increase
in the net surrender value of the contract during the taxable year and the cost of the life insurance protection provided under the contract
during the year over (b) the premiums paid under the contract during the taxable year. In addition, if a Fund does not constitute a Closed
Fund, the holders of the variable contracts that invest in the Fund through a Separate Account would be treated as owners of the Fund
shares and subject to tax on distributions made by the Fund.
All
Funds have been managed with the intention of complying with all the foregoing diversification requirements. It is possible that, in order
to comply with those requirements, less desirable investment decisions may be made that would affect the investment performance of the
Funds.
Tax
Aspects of the Funds’ Investments
A Fund’s use of hedging
strategies, such as writing (selling) and purchasing options and futures contracts and entering into forward contracts, involves complex
rules that will determine for income tax purposes the amount, character, and timing of recognition of the gains and losses it realizes
in connection therewith. Gains from the disposition of foreign currencies (except certain gains that may be excluded by future regulations),
and gains from certain Financial Instruments a Fund derives with respect to its business of investing in securities or foreign currencies,
will be treated as “qualifying income” under the Income Requirement.
Some futures contracts, certain
foreign currency contracts, and “nonequity” options (i.e., certain listed options, such as those on a “broad-based”
securities index) -- except any “securities futures contract” that is not a “dealer securities futures contract”
(both as defined in the Code) and any interest rate swap, currency swap, basis swap, interest rate cap, interest rate floor, commodity
swap, equity swap, equity index swap, credit default swap, or similar agreement -- in which a Fund invests may be subject to Code section
1256 (collectively, “Section 1256 contracts”). Any Section 1256 contracts a Fund holds at the end of its taxable year (and
generally for purposes of the Excise Tax, on October 31 of each year) must be “marked to market” (that is, treated as having
been sold at that time for their fair market value) for federal tax purposes, with the result that unrealized gains or losses will be
treated as though they were realized. Sixty percent of any net gain or loss recognized as a result of these deemed sales, and 60% of any
net realized gain or loss from any actual sales, of Section 1256 contracts are treated as long-term capital gain or loss; the remainder
is treated as short-term capital gain or loss. These rules may operate to increase the amount that a Fund must distribute to satisfy the
Distribution Requirement (i.e., with respect to the portion treated as short-term capital gain), which will be taxable to its shareholders
as ordinary income when distributed to them, and to increase the net capital gain the Fund recognizes, without in either case increasing
the cash available to it. Section 1256 contracts also may be marked-to-market for purposes of the Excise Tax. A Fund may elect to exclude
certain transactions from the operation of these rules, although doing so may have the effect of increasing the relative proportion of
short-term capital gain (taxable to its shareholders as ordinary income when distributed to them) and/or increasing the amount of dividends
it must distribute to meet the Distribution Requirement and avoid imposition of the Excise Tax.
The premium a Fund receives
for writing (selling) a put or call option that is not a Section 1256 contract is not included in gross income at the time of receipt.
If such an option written (sold) by a Fund expires, it realizes a short-term capital gain equal to the amount of the premium it received
for writing the option. If a Fund terminates its obligations under such an option by entering into a closing transaction, it realizes
a short-term capital gain (or loss), depending on whether the cost of the closing transaction is less (or more) than that amount. If a
call option written by a Fund is exercised, it is treated as having sold the underlying security, producing long-term or short-term capital
gain or loss, depending on the holding period of the underlying security and whether the sum of the option price it receives on the exercise
plus the premium it received when it wrote the option is more or less than its basis in the underlying security.
A Fund may acquire zero coupon
or other securities issued with OID, as well as pay-in-kind securities, which pay “interest” through the issuance of additional
securities, and U.S. TIPS, the principal value of which is adjusted daily in accordance with changes in the Consumer Price Index. As a
holder of those securities, a Fund must include in gross income the OID that accrues on the securities during the taxable year, as well
as such “interest” received on pay-in-kind securities and principal adjustments on U.S. TIPS, even if it receives no corresponding
payment on them during the year. Similarly, a Fund must include in its gross income each taxable year any increase for that year in the
net principal value of each inflation-indexed security it holds, even though it does not receive cash representing the increase until
the security matures. Because each Fund annually must distribute to its shareholders substantially all of its investment company taxable
income, including any accrued OID, and other non-cash income, to satisfy the Distribution Requirement and avoid imposition of the Excise
Tax, a Fund may be required in a particular year to distribute as a dividend an amount that is greater than the total amount of cash it
actually receives. Those distributions will be made from a Fund’s cash assets or, if necessary, from the proceeds of sales of its
securities. A Fund may realize capital gains or losses from those sales, which would increase or decrease its investment company taxable
income and/or net capital gain.
If a Fund has an “appreciated
financial position” -- generally, an interest (including an interest through an option, futures or forward contract, or short sale)
with respect to any stock, debt instrument (other than “straight debt”), or partnership interest the fair market value of
which exceeds its adjusted basis -- and enters into a “constructive sale” of the position, the Fund will be treated as having
made an actual sale thereof, with the result that it will recognize gain at that time. A constructive sale generally consists of a short
sale, an offsetting notional principal contract, or a futures or forward contract a Fund or a related person enters into with respect
to the same or substantially identical property. In addition, if the appreciated financial position is itself a short sale or such a contract,
acquisition of the underlying property or substantially identical property will be deemed a constructive sale. The foregoing will not
apply, however, to any Fund’s transaction during any taxable year that otherwise would be treated as a constructive sale if the
transaction is closed within 30 days after the end of that year and the Fund holds the appreciated financial position unhedged for 60
days after that closing (i.e., at no time during that 60-day period is the Fund’s risk of loss regarding that position reduced
by reason of certain specified transactions with respect to substantially identical or related property, such as having an option to sell,
being contractually obligated to sell, making a short sale of, or granting an option to buy substantially identical stock or securities).
A Fund may invest in ownership
units (i.e., limited partnership or similar interests) in MLPs, which generally are classified as partnerships (and not treated as corporations)
for federal tax purposes. Most MLPs in which a Fund may invest are expected to be QPTPs, all the net income from which (regardless of
source) would be qualifying income for the Fund under the Income Requirement. If a Fund invests in an MLP, or an ETF organized as a partnership,
that is not a QPTP, including a company principally engaged in the real estate industry that is classified for federal tax purposes as
a partnership (and not as a corporation or REIT), the net income the Fund earns therefrom would be treated as such qualifying income only
to the extent it would be such if realized directly by the Fund in the same manner as realized by that MLP, ETF, or company.
A Fund may sustain net capital
losses (i.e., realized capital losses in excess of realized capital gains, whether short-term or long-term) for a taxable year. A Fund’s
net capital losses, if any, cannot be used by its shareholders (i.e., they do not flow through to its shareholders). Rather, a Fund may
use its net capital losses realized in a particular taxable year, subject to applicable limitations, to offset its net capital gains realized
in one or more subsequent taxable years (a “capital loss carryover” or “CLCO”) -- realized net capital losses
may not be “carried back” -- without being required to distribute those gains to its shareholders. CLCOs may be applied
against realized capital gains in each succeeding taxable year, until they have been reduced to zero.
A
Fund’s CLCOs may be carried forward indefinitely. Capital losses carried over retain their character as either short-term
or long-term capital losses. As of December 31, 2025, Short Duration Bond Portfolio had an aggregate CLCO of approximately $35,778,160.
This CLCO is available to offset future realized net capital gains. No other Fund has any CLCOs.
Dividends and interest a Fund
receives, and gains it realizes, on foreign securities may be subject to income, withholding, or other taxes imposed by foreign countries
and U.S. possessions (“foreign taxes”) that would reduce the total return on its investments. The United States has entered
into tax treaties with many foreign countries which entitle a Fund to a reduced rate of, or exemption from, tax on such income. Some countries
require the filing of a tax reclaim or other forms to receive the benefit of the reduced tax rate; whether or when a Fund will receive
the tax reclaim is within the control of the individual country. Information required on these forms may not be available such as shareholder
information; therefore, a Fund may not receive the reduced treaty rates or potential reclaims. Other countries have conflicting and changing
instructions and restrictive timing requirements which may cause a Fund not to receive the reduced treaty rates or potential reclaims.
Other countries may subject capital gains realized by a Fund on sale or disposition of securities of that country to taxation. It is impossible
to determine the effective rate of foreign tax in advance since the amount of a Fund’s assets to be invested in various countries
is not known. Under certain circumstances, a Fund may elect to pass-through foreign tax credits, although it reserves the right not to
do so. In some instances it may be more costly to pursue tax reclaims than the value of the benefits received by a Fund. If a Fund makes
such an election and obtains a refund of foreign taxes paid by a Fund in a prior year, a Fund may be eligible to reduce the amount of
foreign taxes reported by a Fund to its shareholders, generally by the amount of the foreign taxes refunded, for the year in which the
refund is received.
Each Fund may invest in the
stock of “passive foreign investment companies” (“PFICs”). A PFIC is any foreign corporation (with certain
exceptions) that, in general, meets either of the following tests for a taxable year: (1) at least 75% of its gross income is passive
or (2) an average of at least 50% of its assets produce, or are held for the production of, passive income. Under certain circumstances,
a Fund that holds stock of a PFIC will be subject to federal income tax on a portion of any “excess distribution” it receives
on the stock and of any gain on its disposition of the stock (collectively, “PFIC income”), plus interest thereon, even
if the Fund distributes the PFIC income as a taxable dividend to its shareholders. The balance of the PFIC income will be included in
the Fund’s investment company taxable income and, accordingly, will not be taxable to it to the extent it distributes that income
to its shareholders. A Fund’s distributions attributable to PFIC income will not be eligible for the reduced maximum federal income
tax rates on individual shareholders’ QDI.
If a Fund invests in a PFIC
and elects to treat the PFIC as a “qualified electing fund” (“QEF”), then in lieu of the Fund’s incurring
the foregoing tax and interest obligation, the Fund would be required to include in income each taxable year its pro rata share of the
QEF’s annual ordinary earnings and net capital gain -- which the Fund most likely would have to distribute to satisfy the Distribution
Requirement and avoid imposition of the Excise Tax -- even if the Fund did not receive earnings and gain from the QEF. In most instances
it will be very difficult, if not impossible, to make this election because of certain requirements thereof.
A
Fund may elect to “mark-to-market” any stock in a PFIC it owns at the end of its taxable year. “Marking-to-market,”
in this context, means including in gross income each taxable year (and treating as ordinary income) the excess, if any, of the fair market
value of the stock over a Fund’s adjusted basis therein (including net mark-to-market gain or loss for each prior taxable year
for which an election was in effect) as of the end of that year. Pursuant to the election, a Fund also would be allowed to deduct (as
an ordinary, not a capital, loss) the excess, if any, of its adjusted basis in PFIC stock over the fair market value thereof as of the
taxable year-end, but only to the extent of any net mark-to-market gains with respect to that stock the Fund included in income for prior
taxable years under the election. A Fund’s adjusted basis in each PFIC’s stock subject to the election would be adjusted
to reflect the amounts of income included and deductions taken thereunder.
Investors should be aware
that determining whether a foreign corporation is a PFIC is a fact-intensive determination that is based on various facts and circumstances
and thus is subject to change, and the principles and methodology used therein are subject to interpretation. As a result, a Fund may
not be able, at the time it acquires a foreign corporation’s shares, to ascertain whether the corporation is a PFIC, and a foreign
corporation may become a PFIC after a Fund acquires shares therein. While each Fund generally will seek to minimize its investments in
PFIC shares, and to make appropriate elections when they are available to lessen the adverse tax consequences detailed above, there are
no guarantees that it will be able to do so, and each Fund reserves the right to make such investments as a matter of its investment policy.
Under Code section 988, gains
or losses (1) from the disposition of foreign currencies, including forward contracts, (2) except in certain circumstances,
from Financial Instruments on or involving foreign currencies and from notional principal contracts (e.g., swaps, caps, floors,
and collars) involving payments denominated in foreign currencies, (3) on the disposition of each foreign-currency-denominated debt
security that are attributable to fluctuations in the value of the foreign currency between the dates of acquisition and disposition of
the security, and (4) that are attributable to exchange rate fluctuations between the time a Fund accrues interest, dividends, or
other receivables or expenses or other liabilities denominated in a foreign currency and the time it actually collects the receivables
or pays the liabilities generally will be treated as ordinary income or loss. These gains or losses will increase or decrease the amount
of a Fund’s investment company taxable income to be distributed to its shareholders as ordinary income, rather than increasing
or decreasing the amount of its net capital gain. If a Fund’s section 988 losses exceed other investment company taxable income
for a taxable year, the Fund would not be able to distribute any dividends, and any distributions made during that year before the losses
were realized would be recharacterized as a “return of capital” to shareholders, rather than as a dividend, thereby reducing
each shareholder’s basis in his or her Fund shares and/or resulting in some shareholders’ recognition of capital gain.
A Fund may invest in REITs
that (1) hold residual interests in real estate mortgage investment conduits (“REMICs”) or (2) engage in mortgage securitization
transactions that cause the REITs to be taxable mortgage pools (“TMPs”) or have a qualified REIT subsidiary that is a TMP.
A portion of the net income allocable to REMIC residual interest holders may be an “excess inclusion.” The Code authorizes
the issuance of regulations dealing with the taxation and reporting of excess inclusion income of REITs and RICs that hold residual REMIC
interests and of REITs, or qualified REIT subsidiaries, that are TMPs. Although those regulations have not yet been issued, in 2006 the
U.S. Treasury Department and the Service issued a notice (“Notice”) announcing that, pending the issuance of further guidance,
the Service would apply the principles in the following paragraphs to all excess inclusion income, whether from REMIC residual interests
or TMPs.
The Notice provides that a
REIT must (1) determine whether it or its qualified REIT subsidiary (or a part of either) is a TMP and, if so, calculate the TMP’s
excess inclusion income under a “reasonable method,” (2) allocate its excess inclusion income to its shareholders generally
in proportion to dividends paid, (3) inform shareholders that are not “disqualified organizations” (i.e., governmental units
and tax-exempt entities that are not subject to tax on unrelated business taxable income (“UBTI”)) of the amount and character
of the excess inclusion income allocated thereto, (4) pay tax (at the highest federal income tax rate imposed on corporations) on the
excess inclusion income allocated to its disqualified organization shareholders, and (5) apply the withholding tax provisions with respect
to the excess inclusion part of dividends paid to foreign persons without regard to any treaty exception or reduction in tax rate. Excess
inclusion income allocated to certain tax-exempt entities (including qualified retirement plans, individual retirement accounts and public
charities) constitutes UBTI to them.
A RIC with excess inclusion
income is subject to rules identical to those in clauses (2) through (5) (substituting “that are nominees” for “that
are not ‘disqualified organizations’” in clause (3) and inserting “record shareholders that are” after
“its” in clause (4)). The Notice further provides that a RIC is not required to report the amount and character of the excess
inclusion income allocated to its shareholders that are not nominees, except that (1) a RIC with excess inclusion income from all sources
that exceeds 1% of its gross income must do so and (2) any other RIC must do so by taking into account only excess inclusion income allocated
to the RIC from REITs the excess inclusion income of which exceeded 3% of its dividends. A Fund will not invest directly in REMIC residual
interests and does not intend to invest in REITs that, to its knowledge, invest in those interests or are TMPs or have a qualified REIT
subsidiary that is a TMP.
Special Tax Considerations
Pertaining to Funds of Funds
If a Fund invests its assets
in shares of underlying funds, the Fund’s distributable net income and net realized capital gains will include dividends and other
distributions, if any, from those underlying funds and reflect gains and losses on the disposition of underlying funds’ shares.
To the extent that an underlying fund realizes net losses on its investments for a given taxable year, a Fund that invests therein will
not be able to benefit from those losses unless and until (1) the underlying fund realizes gains that it can offset by those losses or
(2) the Fund in effect recognizes its (indirect) proportionate share of those losses (which will be reflected in the underlying fund’s
shares’ NAV) when it disposes of the shares. Moreover, even when a Fund does make such a disposition at a loss, a portion of its
loss may be recognized as a long-term capital loss, which will not be treated as favorably for federal income tax purposes as a short-term
capital loss or an ordinary deduction. In particular, a Fund will not be able to offset any net capital losses from its dispositions of
underlying fund shares against its ordinary income (including distributions of any net short-term capital gains realized by an underlying
fund).
In addition, in certain circumstances,
the so-called “wash sale” rules may apply to Fund redemptions of underlying fund shares that have generated losses. A wash
sale occurs if a Fund redeems shares of an underlying fund (whether for rebalancing the Fund’s portfolio of underlying fund shares
or otherwise) at a loss and the Fund acquires other shares of that underlying fund during the period beginning 30 days before and ending
30 days after the date of the redemption. Any loss a Fund realizes on such a redemption will be disallowed to the extent of such a replacement,
in which event the basis in the acquired shares will be adjusted to reflect the disallowed loss. These rules could defer a Fund’s
losses on wash sales of underlying fund shares for extended (and, in certain cases, potentially indefinite) periods of time.
As a result of the foregoing
rules, and certain other special rules, it is possible that the amounts of net investment income and net realized capital gains that a
Fund will be required to distribute to its shareholders will be greater than such amounts would have been, had the Fund invested directly
in the securities held by the underlying funds in which it invests (“underlying funds’ securities”), rather than
investing in the underlying fund shares. For similar reasons, the character of distributions from a Fund (e.g., long-term capital gain,
QDI, and eligibility for the DRD) will not necessarily be the same as it would have been had the Fund invested directly in the underlying
fund’s securities.
Depending on a Fund’s
percentage ownership in an underlying fund before and after a redemption of the underlying fund’s shares, the redemption may be
treated as a dividend in the full amount of the redemption proceeds instead of generating a capital gain or loss. This could be the case
where the underlying fund is not a “publicly offered [RIC]” (as defined in the Code) or is a closed-end fund and the Fund
redeems only a small portion of its interest therein. Dividend treatment of a redemption by a Fund would affect the amount and character
of income the Fund must distribute for the taxable year in which the redemption occurred.
If a Fund receives dividends
from an underlying fund that reports the dividends as eligible for the DRD, then the Fund would be permitted, in turn, to report to its
shareholders the portions of its distributions attributable thereto as eligible for the DRD, provided the Fund meets applicable holding
period and other requirements with respect to the underlying fund’s shares.
If a Fund is a “qualified
fund of funds” (i.e., a RIC at least 50% of the value of the total assets of which is represented by interests in other RICs at
the close of each quarter of its taxable year), it will be able to (1) pay exempt-interest dividends to its shareholders without regard
to whether it satisfies the 50% Exempt-Interest Dividend Requirement and (2) elect to pass-through to its shareholders any foreign
taxes paid by an underlying fund in which the Fund invests that itself has elected to pass those taxes through to its shareholders, so
that shareholders of the Fund would be eligible to claim a tax credit or deduction for those taxes (as well as any foreign taxes paid
by the Fund). However, even if a Fund qualifies to make the election for any year, it may determine not to do so.
* * * * *
The foregoing is an abbreviated
summary of certain federal tax considerations affecting each Fund and its shareholders. It does not purport to be complete or to deal
with all aspects of federal taxation that may be relevant to shareholders in light of their particular circumstances. It is based on current
provisions of the Code and the regulations promulgated thereunder and judicial decisions and administrative pronouncements published at
the date of this SAI, all of which are subject to change, some of which may be retroactive. Prospective investors are urged to consult
their own tax advisers for more detailed information and for information regarding other federal tax considerations and any state, local
or foreign taxes that may apply to them.
FUND TRANSACTIONS
In effecting securities transactions,
the Funds seek to obtain the best price and execution of orders. While affiliates of NBIA are permitted to act as brokers for the Funds
in the purchase and sale of their portfolio securities (other than certain securities traded on the OTC market) where such brokers are
capable of providing best execution (“Affiliated Brokers”), the Funds generally will use unaffiliated brokers. For Fund
transactions which involve securities traded on the OTC market, a Fund purchases and sells OTC securities in principal transactions with
dealers who are the principal market makers for such securities.
Purchases and sales of certain
debt securities generally are transacted with issuers, underwriters, or dealers that serve as primary market-makers, who act as principals
for the securities on a net basis. The Funds typically do not pay brokerage commissions for such purchases and sales. Instead, the price
paid for newly issued securities usually includes a concession or discount paid by the issuer to the underwriter, and the prices quoted
by market-makers reflect a spread between the bid and the asked prices from which the dealer derives a profit.
For Fund transactions which
involve securities traded on the OTC market, a Fund purchases and sells OTC securities in principal transactions with dealers who are
the principal market makers for such securities. Loans will be purchased in individually negotiated transactions with commercial banks,
thrifts, insurance companies, finance companies and other financial institutions. In determining whether to purchase loans from these
financial institutions, the Manager may consider, among other factors, the financial strength, professional ability, level of service
and research capability of the institution. While financial institutions generally are not required to repurchase loans which they have
sold, they may act as principal or on an agency basis in connection with the Fund’s disposition of loans.
During
the years ended December 31, 2025, 2024, and 2023, Mid Cap Growth Portfolio paid total brokerage commissions of $265,285,
$244,078, and $263,868, respectively, of which $0,
$0, and $0, respectively, was paid to NBBD. During the fiscal year ended December 31, 2025,
transactions in which the Fund used NBBD as broker comprised 0%
of the aggregate dollar amount of transactions involving the payment of commissions, and 0% of the aggregate brokerage commissions paid
by it during the year ended December 31, 2025. 100% of the $265,285 paid
to other brokers by the Fund during that fiscal year (representing commissions on transactions involving approximately $1,796,516,365)
was directed to those brokers at least partially on the basis of research services they provided.
During the fiscal year ended December 31, 2025, the Fund did not acquire or hold any securities of its “regular brokers
or dealers” (as defined under the 1940 Act).
During
the years ended December 31, 2025, 2024, and 2023, Mid Cap Intrinsic Value Portfolio paid total brokerage commissions of $41,196,
$31,084, and $49,771, respectively, of which $0,
$0, and $0, respectively, was paid to NBBD. During the fiscal year ended December 31, 2025,
transactions in which the Fund used NBBD as broker comprised 0%
of the aggregate dollar amount of transactions involving the payment of commissions, and 0%
of the aggregate brokerage commissions paid by it during the year ended December 31, 2025. 100%
of the $41,196 paid to other brokers by the Fund during that fiscal year (representing commissions
on transactions involving approximately $78,469,413) was directed to those brokers at least
partially on the basis of research services they provided. During the fiscal year ended December 31, 2025, the Fund did not acquire
or hold any securities of its “regular brokers or dealers” (as defined under the 1940 Act).
During
the years ended December 31, 2025, 2024, and 2023, Quality Equity Portfolio paid total
brokerage commissions of $109,009, $52,567, and $68,339,
respectively, of which $0, $0, and $0, respectively, was paid to NBBD.
During the fiscal year ended December 31, 2025, transactions in which the Fund used NBBD as
broker comprised 0% of the aggregate dollar amount of transactions involving the payment
of commissions, and 0% of the aggregate brokerage commissions paid by it during the year
ended December 31, 2025. 100% of the $109,009
paid to other brokers by the Fund during that fiscal year (representing commissions on transactions
involving approximately $217,917,082) was directed to those brokers at least partially on
the basis of research services they provided. During the fiscal year ended December 31, 2025, the Fund acquired securities of the
following of its “regular brokers or dealers” (as defined under the 1940 Act): J.P.
Morgan Securities LLC; at that date, the Fund held the securities of its regular brokers or dealers with an aggregate value as
follows: $17,381,836.
During
the years ended December 31, 2025, 2024, and 2023, Short Duration Bond Portfolio paid total brokerage commissions of $1,997,
$2,765, and $5,445, respectively. During the fiscal year ended December 31, 2025, transactions
in which the Fund used NBBD as broker comprised 0%
of the aggregate dollar amount of transactions involving the payment of commissions, and 0%
of the aggregate brokerage commissions paid by it during the year ended December 31, 2025. 100%
of the $1,997 paid to other brokers by the Fund during that fiscal year (representing commissions
on transactions involving approximately $4,322) was directed to those brokers at least partially
on the basis of research services they provided. During the fiscal year ended December 31, 2025, the Fund acquired securities of
the following of its “regular brokers or dealers” (as defined under the 1940 Act): Bank of America Securities, Inc., BNY
Capital Markets, LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities
USA LLC, Morgan Stanley & Co. LLC and Wells Fargo
Securities, LLC; at that date, the Fund held the securities of its regular brokers or dealers with an aggregate value as follows:
$1,392,408, $83,738, $1,106,631, $1,654,449, $1,031,05, $1,133,100 and $797,229, respectively.
The amount of brokerage commissions
paid by a Fund may vary significantly from year to year due to a variety of factors, including the types of investments selected by the
Manager, investment strategy changes, changing asset levels, shareholder activity, and/or portfolio turnover.
Commission rates, being a
component of price, are considered along with other relevant factors in evaluating best price and execution. In selecting a broker other
than an Affiliated Broker to execute Fund transactions, NBIA generally considers the quality and reliability of brokerage services, including
execution capability, speed of execution, overall performance, and financial responsibility, and may consider, among other factors, research
and other investment information or services (“research services”) provided by those brokers as well as any expense offset
arrangements offered by the brokers.
Each Fund may use an Affiliated
Broker where, in the judgment of NBIA, that firm is able to obtain a price and execution at least as favorable as other qualified brokers.
To the Funds’ knowledge, no affiliate of any Fund receives give-ups or reciprocal business in connection with its securities transactions.
The use of an Affiliated Broker
for each Fund is subject to the requirements of Section 11(a) of the Securities Exchange Act of 1934. Section 11(a) prohibits members
of national securities exchanges from retaining compensation for executing exchange transactions for accounts which they or their affiliates
manage, except where they have the authorization of the persons authorized to transact business for the account and comply with certain
annual reporting requirements. Before an Affiliated Broker is used, the Trust and NBIA expressly authorize the Affiliated Broker to retain
such compensation, and the Affiliate Broker would have to agree to comply with the reporting requirements of Section 11(a).
Under the 1940 Act, commissions
paid by each Fund to an Affiliated Broker in connection with a purchase or sale of securities on a securities exchange may not exceed
the usual and customary broker’s commission. Accordingly, with respect to each Fund the commissions paid an Affiliated Broker will
be at least as favorable to the Fund as those that would be charged by other qualified brokers having comparable execution capability
in NBIA’s judgment. The Funds do not deem it practicable and in their best interests to solicit competitive bids for commissions
on each transaction effected by an Affiliated Broker. However, when an Affiliated Broker is executing portfolio transactions on behalf
of a Fund, consideration regularly will be given to information concerning the prevailing level of commissions charged by other brokers
on comparable transactions during comparable periods of time. The 1940 Act generally prohibits an Affiliated Broker from acting as principal
in the purchase of portfolio securities from, or the sale of portfolio securities to, a Fund unless an appropriate exemption is available.
A committee of Independent
Fund Trustees from time to time will review, among other things, information relating to the commissions charged by an Affiliated Broker
to the Funds and to their other customers and information concerning the prevailing level of commissions charged by other brokers having
comparable execution capability.
To ensure that accounts of
all investment clients, including a Fund, are treated fairly in the event that an Affiliated Broker receives transaction instructions
regarding the same security for more than one investment account at or about the same time, the Affiliated Broker may combine orders placed
on behalf of clients, including advisory accounts in which affiliated persons have an investment interest, for the purpose of negotiating
brokerage commissions or obtaining a more favorable price. Where appropriate, securities purchased or sold may be allocated, in terms
of amount, to a client according to the proportion that the size of the order placed by that account bears to the aggregate size of orders
contemporaneously placed by the other accounts, subject to de minimis exceptions. All participating accounts will pay or receive the same
price when orders are combined.
Under policies adopted by
the Board, an Affiliated Broker may enter into agency cross-trades on behalf of a Fund. An agency cross-trade is a securities transaction
in which the same broker acts as agent on both sides of the trade and the broker or an affiliate has discretion over one of the participating
accounts. In this situation, the Affiliated Broker would receive brokerage commissions from both participants in the trade. The other
account participating in an agency cross-trade with a Fund cannot be an account over which the Affiliated Broker exercises investment
discretion. A member of the Board who will not be affiliated with the Affiliated Broker will review information about each agency cross-trade
that the Fund participates in.
In selecting a broker to execute
Fund transactions, NBIA considers the quality and reliability of brokerage services, including execution capability, speed of execution,
overall performance, and financial responsibility, and may consider, among other factors, research and other investment information provided
by non-affiliated brokers.
A
committee comprised of officers of NBIA who are portfolio managers of the Funds and Other Neuberger Funds (collectively, “Neuberger
Funds”) and some of NBIA’s managed accounts (“Managed Accounts”) periodically evaluates throughout the year
the nature and quality of the brokerage and research services provided by other brokers. Based on this evaluation, the committee establishes
a list and projected rankings of preferred brokers for use in determining the relative amounts of commissions to be allocated to those
brokers. Ordinarily, the brokers on the list effect a large portion of the brokerage transactions for the Neuberger Funds and the Managed
Accounts. However, in any semi-annual period, brokers not on the list may be used, and the relative amounts of brokerage commissions paid
to the brokers on the list may vary substantially from the projected rankings. These variations reflect the following factors, among others:
(1) brokers not on the list or ranking below other brokers on the list may be selected for particular transactions because they provide
better price and/or execution, which is the primary consideration in allocating brokerage; (2) adjustments may be required because of
periodic changes in the execution capabilities of or research or other services provided by particular brokers or in the execution or
research needs of the Neuberger Funds and/or the Managed Accounts; and (3) the aggregate amount of brokerage commissions generated by
transactions for the Neuberger Funds and the Managed Accounts may change substantially from one semi-annual period to the next.
The
commissions paid to a broker other than an Affiliated Broker may be higher than the amount another firm might charge if the Manager determines
in good faith that the amount of those commissions is reasonable in relation to the value of the brokerage and research services provided
by the broker. The Manager believes that those research services benefit the Funds by supplementing the information otherwise available
to the Manager. That research may be used by the Manager in servicing Other Neuberger Funds and in servicing the Managed Accounts. On
the other hand, research received by the Manager from brokers effecting portfolio transactions on behalf of the Other Neuberger Funds
and from brokers effecting portfolio transactions on behalf of the Managed Accounts may be used for the Funds’ benefit.
In certain instances the Manager
may specifically allocate brokerage for research services (including research reports on issuers and industries, as well as economic and
financial data) which may otherwise be purchased for cash. While the receipt of such services has not reduced the Manager’s normal
internal research activities, the Manager’s expenses could be materially increased if it were to generate such additional information
internally. To the extent such research services are provided by others, the Manager is relieved of expenses it may otherwise incur. In
some cases research services are generated by third parties but provided to the Manager by or through broker dealers. Research obtained
in this manner may be used in servicing any or all clients of the Manager and may be used in connection with clients other than those
clients whose brokerage commissions are used to acquire the research services described herein. With regard to allocation of brokerage
to acquire research services described above, the Manager always considers its best execution obligation when deciding which broker to
utilize.
Insofar as Fund transactions
result from active management of equity securities, and insofar as Fund transactions result from seeking capital appreciation by selling
securities whenever sales are deemed advisable without regard to the length of time the securities may have been held, it may be expected
that the aggregate brokerage commissions paid by a Fund to brokers (including to Affiliated Brokers) may be greater than if securities
were selected solely on a long-term basis.
A Fund may, from time to time,
loan portfolio securities to broker-dealers affiliated with NBIA (“Affiliated Borrowers”) in accordance with the terms and
conditions of an order issued by the SEC. The order exempts such transactions from the provisions of the 1940 Act that would otherwise
prohibit these transactions, subject to certain conditions. In accordance with the order, securities loans made by a Fund to Affiliated
Borrowers are fully secured by cash collateral. Each loan to an Affiliated Borrower by a Fund will be made on terms at least as favorable
to the Fund as comparable loans to unaffiliated borrowers, and no loans will be made to an Affiliated Borrower unless the Affiliated Borrower
represents that the terms are at least as favorable to the Fund as those it provides to unaffiliated lenders in comparable transactions.
All transactions with Affiliated Borrowers will be reviewed periodically by officers of the Trust and reported to the Board.
Portfolio Turnover
A Fund’s portfolio
turnover rate is calculated by dividing (1) the lesser of the cost of the securities purchased or the proceeds from the securities sold
by the Fund during the fiscal year (other than securities, including options whose maturity or expiration date at the time of acquisition
was one year or less), by (2) the month-end average of the value of such securities owned by the Fund during the fiscal year.
Portfolio turnover may vary
significantly from year to year due to a variety of factors, including fluctuating volume of shareholder purchase and redemption orders,
market conditions, investment strategy changes, and/or changes in the Manager’s investment outlook.
Proxy Voting
The Board has delegated to
NBIA the responsibility to vote proxies related to the securities held in the Funds’ portfolios. Under this authority, NBIA is
required by the Board to vote proxies related to portfolio securities in the best interests of each Fund and its shareholders. The Board
permits NBIA to contract with a third party to obtain proxy voting and related services, including research of current issues.
NBIA has implemented written
Proxy Voting Policies and Procedures (“Proxy Voting Policy”) that are designed to reasonably ensure that NBIA votes proxies
prudently and in the best interest of its advisory clients for whom NBIA has voting authority, including the Funds. The Proxy Voting Policy
also describes how NBIA addresses any conflicts that may arise between its interests and those of its clients with respect to proxy voting.
The following is a summary of the Proxy Voting Policy. The Proxy Voting Policy can be found in Appendix B to this SAI. NBIA’s Governance
and Proxy Voting Guidelines (“voting guidelines”) are available on www.nb.com.
NBIA’s Governance and
Proxy Committee (“Proxy Committee”) is responsible for developing, authorizing, implementing and updating the Proxy Voting
Policy, administering and overseeing the proxy voting process and engaging and overseeing any independent third-party vendors as voting
delegates to review, monitor and/or vote proxies. In order to apply the Proxy Voting Policy noted above in a timely and consistent manner,
NBIA utilizes Glass, Lewis & Co. (“Glass Lewis”) to vote proxies in accordance with NBIA’s voting guidelines.
In instances where a material conflict has been determined to exist, NBIA will generally instruct that such shares be voted in the same
proportion as other shares are voted with respect to a proposal, subject to applicable legal, regulatory and operational requirements.
NBIA retains final authority
and fiduciary responsibility for proxy voting. NBIA believes that this process is reasonably designed to address material conflicts of
interest that may arise between NBIA and a Fund or other clients as to how proxies are voted.
In the event that an investment
professional at NBIA believes that it is in the best interests of a client or clients to vote proxies in a manner inconsistent with the
voting guidelines, the Proxy Committee will review information submitted by the investment professional to determine that there is no
material conflict of interest between NBIA and the client with respect to the voting of the proxy in the requested manner. In the event
that the Proxy Committee determines that such vote will not present a material conflict, the Proxy Committee will make a determination
whether to vote such proxy as recommended by the NB investment professional.
If the Proxy Committee determines
that the voting of a proxy as recommended by the investment professional would not be appropriate, the Proxy Committee shall: (i) take
no further action, in which case NBIA shall vote such proxy in accordance with the voting guidelines; (ii) disclose such conflict
to the client or clients and obtain instructions or consent, which may be negative consent, from the client as to how to vote the proxy;
(iii) suggest that the client or clients engage another party to determine how to vote the proxy; (iv) instruct that such shares
be voted in the same proportion as other shares are voted with respect to a proposal, subject to applicable legal, regulatory and operational
requirements; or (v) engage another independent third party to determine how to vote the proxy.
Information regarding how
the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available, without charge,
by calling 1-800-877-9700 (toll-free) or by visiting www.nb.com or the website of the SEC, www.sec.gov.
PORTFOLIO HOLDINGS DISCLOSURE
Portfolio Holdings Disclosure
Policy
The Funds prohibit the disclosure
of their portfolio holdings, before such portfolio holdings are publicly disclosed, to any outside parties, including individual or institutional
investors, intermediaries, third party service providers to NBIA or the Funds, rating and ranking organizations, and affiliated persons
of the Funds or NBIA (the “Potential Recipients”) unless such disclosure is consistent with the Funds’ legitimate
business purposes and is in the best interests of their shareholders (the “Best Interests Standard”).
NBIA and the Funds have determined
that the only categories of Potential Recipients that meet the Best Interests Standard are certain mutual fund rating and ranking organizations
and third party service providers to NBIA or the Funds with a specific business reason to know the portfolio holdings of the Funds (e.g.,
custodians, prime brokers, etc.) (the “Allowable Recipients”). As such, certain procedures must be adhered to before the
Allowable Recipients may receive the portfolio holdings prior to their being made public. Allowable Recipients that get approved for receipt
of the portfolio holdings are known as “Approved Recipients.” NBIA may expand the categories of Allowable Recipients only
if it is determined that the Best Interests Standard has been met and only with the written concurrence of NBIA’s legal and compliance
department. These procedures are designed to address conflicts of interest between the shareholders, on the one hand, and NBIA or any
affiliated person of either NBIA or the Funds on the other, by creating a review and approval process of Potential Recipients of portfolio
holdings consistent with the Best Interests Standard.
NBIA serves as investment
adviser to various other funds and accounts that may have investment objectives, strategies and portfolio holdings that are substantially
similar to or overlap with those of the Funds, and in some cases, these other funds and accounts may publicly disclose portfolio holdings
on a more frequent basis than is required for the Funds. As a result, it is possible that other market participants may use such information
for their own benefit, which could negatively impact the Funds’ execution of purchase and sale transactions.
Public Disclosure
Portfolio Characteristics
and Select Portfolio Holdings Information – Generally, no earlier than five business days after month end, the Funds may publicly
disclose on the Funds’ website, including in Portfolio Manager commentaries, Fact Sheets or other marketing materials, certain
portfolio characteristics for the month or quarter as of month-end or quarter-end, as applicable, including but not limited to: up to
the top 10 holdings of the Fund; up to the top 10 holdings that contributed to or detracted from performance; or changes to portfolio
composition, including up to five Fund holdings that were bought or sold during the period. Funds that engage in short selling may also
disclose up to the 10 top short positions.
In addition, the Funds may
distribute portfolio attribution analyses, portfolio characteristics and related data and commentary that may be based on non-public portfolio
holdings (“Portfolio Data”) to third-parties upon request. Such parties may include, but are not limited to, members
of the press, investors or potential investors in the Fund, or representatives of such investors or potential investors, such as consultants,
financial intermediaries, fiduciaries of a 401(k) plan or a trust and their advisers and rating and ranking organizations. This
permits the distribution of oral or written information about the Funds, including, but not limited to, how each Fund’s investments
are divided among: various sectors; industries; countries; value and growth stocks; small-, mid-
and large-cap stocks; and various asset classes such as stocks, bonds, currencies and cash; as well as types of bonds, bond maturities,
bond coupons and bond credit quality ratings. Portfolio Data may also include information on how these various weightings and factors
contributed to Fund performance including the attribution of a Fund’s return by asset class, sector, industry and country. Portfolio
Data may also include various financial characteristics of a Fund or its underlying portfolio securities, including, but not limited to,
alpha, beta, R-squared, duration, maturity, information ratio, Sharpe ratio, earnings growth, pay-out ratio, price/book value, projected
earnings growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to
equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover and risk and style characteristics.
Complete Portfolio Holdings
– Typically, public disclosure is achieved by required filings with the SEC and/or posting the information to the Funds’
website, which is accessible to the public. The Funds typically disclose their complete portfolio holdings 15 to 30 calendar days after
the relevant period end on the Fund’s website at www.nb.com. A Fund may also post intra-month updates to holdings and certain portfolio
characteristics to www.nb.com. Any such intra-month update would be in addition to and not in lieu of the holdings disclosure policies
described above.
Selective Disclosure Procedures
Disclosure of portfolio holdings
may be requested by completing and submitting a holdings disclosure form to NBIA’s legal and compliance department or to the Funds’
Chief Compliance Officer for review, approval and processing.
Neither the Funds, NBIA, nor
any affiliate of either may receive any compensation or consideration for the disclosure of portfolio holdings. Each Allowable Recipient
must be subject to a duty of confidentiality or sign a non-disclosure agreement, including an undertaking not to trade on the information,
before they may become an Approved Recipient. Allowable Recipients are (1) required to keep all portfolio holdings information confidential
and (2) prohibited from trading based on such information. The Funds’ Chief Compliance Officer shall report any material issues
that may arise under these policies to the Board.
Pursuant to a Code of Ethics
adopted by the Funds and NBIA (“NB Code”), employees are prohibited from revealing information relating to current or anticipated
investment intentions, portfolio holdings, portfolio transactions or activities of the Funds except to persons whose responsibilities
require knowledge of the information. The NB Code also prohibits any individual associated with the Funds or NBIA, from engaging directly
or indirectly, in any transaction in securities held or to be acquired by the Funds while in possession of material non-public information
regarding such securities or their issuer.
Portfolio Holdings Approved
Recipients
The Funds currently have ongoing
arrangements to disclose portfolio holdings information prior to its being made public with the following Approved Recipients:
State
Street Bank and Trust Company (“State Street”). Each Fund has selected State Street as custodian for its securities
and cash. Pursuant to a custodian contract, each Fund employs State Street as the custodian of its assets. As custodian, State Street
creates and maintains all records relating to each Fund’s activities and supplies each Fund with a daily tabulation of the securities
it owns and that are held by State Street. Pursuant to such contract, State Street agrees that all books, records, information and data
pertaining to the business of each Fund which are exchanged or received pursuant to the contract shall remain confidential, shall not
be voluntarily disclosed to any other person, except as may be required by law, and shall not be used by State Street for any purpose
not directly related to the business of any Fund, except with such Fund’s written consent. State Street receives reasonable compensation
for its services and expenses as custodian.
Securities
Lending Agent. Each Fund has entered into a securities lending agreement with State Street under which State Street acts as a principal
borrower or agent to lend securities to entities on State Street’s approved list of borrowers, which includes State Street and
its affiliates. Those principal borrowers or agents may receive each Fund’s portfolio holdings daily. Each such principal borrower
that receives such information is or will be subject to an agreement that all financial, statistical, personal, technical and other data
and information related to the Fund’s operations that is designated by the Fund as confidential will be protected from unauthorized
use and disclosure by the principal borrower. Each Fund pays State Street a fee for agency and/or administrative services related to its
role as lending agent. Each Fund also pays the principal borrowers a fee with respect to the cash collateral that it receives and retains
the income earned on reinvestment of that cash collateral.
Other
Third-Party Service Providers to the Funds. The Funds may also disclose portfolio holdings information prior to its being made
public, which may be daily, to Ernst & Young LLP, their independent registered public accounting firm, legal counsel, research consultants,
financial printers, proxy voting firms including Glass, Lewis & Co., class action service providers, including Financial Recovery
Technologies LLC, pricing vendors, Seaport Global and other third-party service providers to the Funds who require access to this information
to fulfill their duties to the Funds.
In
addition, the Funds may disclose portfolio holdings information to third parties that provide operational services, data analytic services
or trading services, or calculate information derived from holdings for use by NBIA and/or NBBD. The Funds provide their complete portfolio
holdings daily to FactSet Research Systems Inc., Aladdin, Bloomberg L.P., ConsenSys, EquiLend Holdings LLC, Liquidnet Holdings, Inc.,
State Street, S&P Global Inc., Verity, Virtu Financial Inc., Inalytics and Acuity Knowledge Partners. These third parties may receive
reasonable compensation for their services.
The Funds may also disclose
their portfolio holdings information daily, in a non-fund-specific manner, to pricing vendors Intercontinental Exchange, Inc. and London
Stock Exchange Group plc. From time to time, the Funds may also disclose portfolio holdings information to trade organizations, such as
the Investment Company Institute.
Rating,
Ranking and Research Agencies. Each Fund sends its complete portfolio holdings information to rating, ranking and research agencies
for the purpose of having such agency develop a rating, ranking or specific research product for the Fund. Each Fund provides its complete
month-end portfolio holdings to LSEG Lipper on the sixth business day following each month-end. Each Fund also provides its complete month-end
portfolio holdings to Bloomberg and Morningstar no earlier than the 15th calendar day following the end of the relevant end of either
the month or the quarter, depending on whether the Fund discloses its holdings on a monthly or quarterly basis. No compensation is received
by any Fund, NBIA, or any other person in connection with the disclosure of this information.
In all cases, the third-party
service provider receiving the information has agreed in writing (or is otherwise required by professional and/or written confidentiality
requirements or fiduciary duty) to keep the information confidential, to use it only for the agreed-upon purpose(s), and not to trade
securities on the basis of such information.
REPORTS TO SHAREHOLDERS
Shareholders of each Fund
receive unaudited semi-annual financial statements, as well as year-end financial statements audited by the respective independent registered
public accounting firm for the Fund. Each Fund’s statements show the investments owned by it and the market values thereof and
provide other information about the Fund and its operations.
ORGANIZATION, CAPITALIZATION AND OTHER MATTERS
Each Fund is a separate ongoing
series of the Trust, a Delaware statutory trust organized pursuant to an Amended and Restated Trust Instrument dated as of March 27, 2014.
The Trust is registered under the 1940 Act as an open-end management investment company, commonly known as a mutual fund. The Trust has
five separate operating series. The Fund Trustees may establish additional series or classes of shares without the approval of shareholders.
The assets of each series belong only to that series, and the liabilities of each series are borne solely by that series and no other.
Prior to September 26, 2008,
Short Duration Bond Portfolio was named Lehman Brothers Short Duration Bond Portfolio. Prior to May 1, 2007, the Fund was named
Limited Maturity Bond Portfolio. Prior to May 1, 2012, Mid Cap Intrinsic Value Portfolio was named Regency Portfolio. NBIA serves
as investment manager to other mutual funds, and the investments for the Funds (through their corresponding series) are managed by the
same portfolio managers who manage one or more other mutual funds, that have similar names, investment objectives and investment styles
as each Fund and are offered directly to the public by means of separate prospectuses. These other mutual funds are not part of the Trust.
You should be aware that each Fund is likely to differ from the other mutual funds in size, cash flow pattern, and certain tax matters,
and may differ in risk/return characteristics. Accordingly, the portfolio holdings and performance of the Funds may vary from those of
the other mutual funds with similar names.
Description
of Shares. Each Fund is authorized to issue an unlimited number of shares of beneficial interest (par value $0.001 per share).
Shares of each Fund represent equal proportionate interests in the assets of that Fund only and have identical voting, dividend, redemption,
liquidation, and other rights except that expenses allocated to a Class may be borne solely by such Class as determined by the Fund Trustees
and a Class may have exclusive voting rights with respect to matters affecting only that Class. All shares issued are fully paid and non-assessable,
and shareholders have no preemptive or other rights to subscribe to any additional shares.
Shareholder
Meetings. The Fund Trustees do not intend to hold annual meetings of shareholders of the Funds. The Fund Trustees will call special
meetings of shareholders of a Fund or Class only if required under the 1940 Act or in their discretion or upon the written request of
holders of 25% or more of the outstanding shares of that Fund or Class entitled to vote at the meeting. Pursuant to current interpretations
of the 1940 Act, the Life Companies will solicit voting instructions from Variable Contract owners with respect to any matters that are
presented to a vote of shareholders of that Fund.
Certain
Provisions of Trust Instrument. Under Delaware law, the shareholders of a Fund will not be personally liable for the obligations
of any Fund; a shareholder is entitled to the same limitation of personal liability extended to shareholders of a Delaware corporation.
To guard against the risk that Delaware law might not be applied in other states, the Trust Instrument requires that every written obligation
of the Trust or a Fund contain a statement that such obligation may be enforced only against the assets of the Trust or Fund and provides
for indemnification out of Trust or Fund property of any shareholder nevertheless held personally liable for Trust or Fund obligations,
respectively, merely on the basis of being a shareholder.
CUSTODIAN AND TRANSFER AGENT
Each
Fund has selected State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111, as custodian for its securities and cash.
SS&C GIDS, Inc. serves as each Fund’s transfer and shareholder servicing agent, administering purchases, redemptions and transfers
of Fund shares and the payment of dividends and other distributions. All correspondence should be mailed to Neuberger Funds, P.O. Box
219189, Kansas City, MO 64121-9189.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Each Fund has selected Ernst
& Young LLP, 200 Clarendon Street, Boston, MA 02116, as the independent registered public accounting firm that will audit its financial
statements.
LEGAL COUNSEL
The Trust has selected K&L
Gates LLP, 1601 K Street, N.W., Washington, D.C. 20006-1600, as its legal counsel.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
Shares
of the Funds are issued and redeemed in connection with investments in and payments under certain variable annuity contracts and variable
life insurance policies (collectively, “Variable Contracts”) issued through separate accounts of life insurance companies
(the “Life Companies”) and Qualified Plans. As of March 31, 2026, the separate accounts of the Life Companies and Qualified
Plans were known to the Board and the management of the Trust to own of record all shares of Mid Cap Growth Portfolio, Mid Cap
Intrinsic Value Portfolio, Quality Equity Portfolio, and Short Duration Bond Portfolio. A control person may be able
to take actions regarding a Fund without the consent or approval of shareholders.
As
of March 31, 2026, separate accounts of the following Life Companies and Qualified Plans owned of record or beneficially 5% or more of
the shares of the following Funds:
| Fund
and Class |
Name
and Address |
Percentage
of Shares Held |
Mid
Cap Growth Portfolio – Class I |
LINCOLN
NATIONAL LIFE INS CO WELLS FARGO B SHARE EGMDB ACCT W 1300 SOUTH CLINTON ST FORT WAYNE IN 46802-3506 |
28.72 |
| |
NEW
YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) PO BOX 468 JERSEY CITY NJ 07303-0468 |
22.69 |
| |
PRUDENTIAL
FINANCIAL C/O PRUBENEFIT FUNDING - LAUREATE 80 LIVINGSTON AVE BUILDING ROS 3 ROSELAND NJ 07068-1798 |
13.8 |
| |
AMERICAN
GENERAL LIFE INSURANCE CO AIG INCOME ADVANTAGE HOUSTON TX 77019-2116 |
6.84 |
Mid
Cap Growth Portfolio – Class S |
NEW
YORK LIFE INSURANCE AND ANNUITY CORP (NYLIAC) PO BOX 468 JERSEY CITY NJ 07303-0468 |
95.88 |
Mid
Cap Intrinsic Value Portfolio – Class I |
JP
MORGAN CHASE BANK NA FBO M INTELLIGENT VARIABLE UNIVERSAL ASSOC SEPARATE ACCOUNT VA-5 8500 ANDREW CARNEGIE BLVD
CHARLOTTE NC 28262-8500 |
48.27 |
| |
LINCOLN
NATIONAL LIFE INS CO WELLS FARGO B SHARE EGMDB ACCT W 1300 SOUTH CLINTON ST FORT WAYNE IN 46802-3506 |
23.73 |
| |
GREAT
WEST LIFE & ANNUITY COLI VUL 7 SERIES ACCOUNT GREENWOOD VILLAGE CO 80111-5002 |
9.42 |
Mid
Cap Intrinsic Value Portfolio – Class S |
GREAT-WEST
LIFE & ANNUITY INS CO SCHWAB ONESOURCEANNUITY 8515 E ORCHARD RD ( 2T2) GREENWOOD VLG CO 80111-5002 |
41.11 |
| |
AMERITAS
LIFE INSURANCE CORP AMERITAS VARIABLE SEPARATE ACCT ATTN VARIABLE TRADES 5900 O ST LINCOLN NE 68510-2234 |
18.18 |
| |
GREAT
WEST LIFE & ANN INS CO OF FBO SCHWAB ANNUITIES ADVISOR 8515 E ORCHARD RD # 2T2 GREENWOOD VLG CO 80111-5002 |
12.76 |
| |
AUGUSTAR
LIFE INSURANCE CO FBO ITS SEPARATE ACCOUNTS MONTGOMERY OH 45242-5800 |
10.75 |
| |
AUGUSTAR
LIFE INSURANCE CO FBO ITS SEPARATE ACCOUNTS PO BOX 237 CINCINNATI OH 45201-0237 |
9.41 |
Quality
Equity Portfolio – Class I |
NORTHWESTERN
MUTUAL LIFE VARIABLE ANNUITY ACCOUNT B 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 |
61.37 |
| |
NML
VARIABLE LIFE ACCOUNT II ATTN MUTUAL FUND ACCOUNTING MILWAUKEE WI 53202-4703 |
10.11 |
Quality
Equity Portfolio – Class S |
SECURITY
BENEFIT LIFE VARIFLEX Q NAVISYS TOPEKA KS 66636-1000 |
30.24 |
| |
PRUCO
LIFE INSURANCE COMPANY 213 WASHINGTON ST FL 7 |
18.81 |
| |
PHOENIX
LIFE INSURANCE CO 15 TECH VALLEY DR STE 2 |
13.51 |
| |
RIVERSOURCE
LIFE INSURANCE COMPANY 222 AXP FINANCIAL CENTER |
13.15 |
Short
Duration Bond Portfolio – Class I |
NATIONWIDE
LIFE INSURANCE COMPANY (NWVAII) PO BOX 182029 COLUMBUS OH 43218-2029 |
46.03 |
| |
NATIONWIDE
LIFE INSURANCE COMPANY (NWVA9) PO BOX 182029 COLUMBUS OH 43218-2029 |
9.94 |
| |
JEFFERSON
NATL LIFE INSURANCE OF NEW YORK PO BOX 182029 COLUMBUS OH 43218-2029 |
9.36 |
| |
NATIONWIDE
LIFE INSURANCE CO PMLIC-VLI PO BOX 182029 ONE NATIONWIDE PLAZA COLUMBUS OH 43218-2029 |
6.17 |
As
of March 31, 2026, the following shareholders owned of record or beneficially more than 25% of the outstanding shares of each Fund as
outlined below. A shareholder who owns of record or beneficially more than 25% of the outstanding shares of the Fund or who is otherwise
deemed to “control” the Fund may be able to determine or significantly influence the outcome of matters submitted to a vote
of the Fund’s shareholders.
| Fund |
Name
and Address |
Percent
Owned |
Mid
Cap Growth Portfolio |
NEW
YORK LIFE INSURANCE AND ANNUITY CORPORATION (NYLIAC) PO BOX 468 JERSEY CITY NJ 07303-0468 |
77.54 |
Quality
Equity Portfolio |
NORTHWESTERN
MUTUAL LIFE VARIABLE ANNUITY ACCOUNT A ATTN MUTUAL FUND ACCOUNTING 720 E WISCONSIN AVE MILWAUKEE WI 53202-4703 |
63.23 |
Mid
Cap Intrinsic Value Portfolio |
JP
MORGAN CHASE BANK NA FBO M INTELLIGENT VARIABLE UNIVERSAL LIFE TEACHERS INSURANCE & ANNUNIY ASSOC SEPARATE ACCOUNT VA-5
8500 ANDREW CARNEGIE BLVD CHARLOTTE NC 28262-8500 |
52.38 |
Short
Duration Bond Portfolio |
NATIONWIDE
LIFE INSURANCE COMPANY (NWVLI7) C/O IPO PORTFOLIO ACCOUNTING PO BOX 182029 COLUMBUS OH 43218-2029 |
70.96 |
These Life Companies are required
to vote Fund shares in accordance with instructions received from owners of Variable Contracts funded by separate accounts with respect
to separate accounts of these Life Companies that are registered with the Securities and Exchange Commission as unit investment trusts.
REGISTRATION STATEMENT
This SAI and the Prospectuses
do not contain all the information included in the Trust’s registration statement filed with the SEC under the 1933 Act with respect
to the securities offered by the Prospectuses. The registration statement, including the exhibits filed therewith, may be examined at
the SEC’s offices in Washington, D.C. The SEC maintains a website (http://www.sec.gov) that contains this SAI, material incorporated
by reference and other information regarding the Funds.
Statements contained in this
SAI and in the Prospectuses as to the contents of any contract or other document referred to are not necessarily complete. In each instance
where reference is made to a contract or other document a copy of which is filed as an exhibit to the registration statement, each such
statement is qualified in all respects by such reference.
FINANCIAL STATEMENTS
Each
Fund’s audited financial statements, notes to the audited financial statements, and reports of Ernst & Young LLP, independent
registered public accounting firm, contained in each Fund’s
Annual Report to the shareholders of the Trust for the fiscal year ended December 31, 2025 are incorporated by reference into this
SAI.
APPENDIX A
Long-Term and Short-Term Debt Securities Rating
Descriptions
S&P
Global Ratings – Long-Term Issue Credit Ratings*:
The following descriptions have been published
by Standard & Poor’s Financial Services LLC.
AAA
– An obligation rated ‘AAA’ has the highest rating assigned by S&P Global Ratings. The obligor’s capacity
to meet its financial commitments on the obligation is extremely strong.
AA
– An obligation rated ‘AA’ differs from the highest-rated obligations only to a small degree. The obligor’s
capacity to meet its financial commitments on the obligation is very strong.
A
– An obligation rated ‘A’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitments on the
obligation is still strong.
BBB
– An obligation rated ‘BBB’ exhibits adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation.
BB,
B, CCC, CC, and C – Obligations rated ‘BB’, ‘B’, ‘CCC’, ‘CC’,
and ‘C’ are regarded as having significant speculative characteristics. ‘BB’ indicates the least degree of
speculation and ‘C’ the highest. While such obligations will likely have some quality and protective characteristics, these
may be outweighed by large uncertainties or major exposure to adverse conditions.
BB
– An obligation rated ‘BB’ is less vulnerable to nonpayment than other speculative issues. However, it faces major
ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor’s inadequate
capacity to meet its financial commitments on the obligation.
B
– An obligation rated ‘B’ is more vulnerable to nonpayment than obligations rated ‘BB’, but the obligor
currently has the capacity to meet its financial commitments on the obligation. Adverse business, financial, or economic conditions will
likely impair the obligor’s capacity or willingness to meet its financial commitments on the obligation.
CCC
– An obligation rated ‘CCC’ is currently vulnerable to nonpayment, and is dependent upon favorable business, financial,
and economic conditions for the obligor to meet its financial commitments on the obligation. In the event of adverse business, financial,
or economic conditions, the obligor is not likely to have the capacity to meet its financial commitments on the obligation.
CC
– An obligation rated ‘CC’ is currently highly vulnerable to nonpayment. The ‘CC’ rating is used when
a default has not yet occurred, but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time
to default.
C
– An obligation rated ‘C’ is currently highly vulnerable to nonpayment, and the obligation is expected to have lower
relative seniority or lower ultimate recovery compared with obligations that are rated higher.
D
– An obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments, the
‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes
that such payments will be made within the next five business days, in the absence of a stated grace period or within the earlier of the
stated grace period or the next 30 calendar days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition
or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions.
A rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring.
*Ratings from ‘AA’ to ‘CCC’
may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.
Moody’s
Investors Service, Inc. (“Moody’s”) -- Global Long-Term Rating Scale:
The following descriptions have been published
by Moody’s Investors Service, Inc.
Aaa
– Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa
– Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
– Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa
– Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative
characteristics.
Ba
– Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B
– Obligations rated B are considered speculative and are subject to high credit risk.
Caa
– Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.
Ca
– Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal
and interest.
C
– Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.
Note: Moody’s appends numerical
modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in
the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in
the lower end of that generic rating category. Additionally, a “(hyb)” indicator is appended to all ratings of hybrid securities
issued by banks, insurers, finance companies, and securities firms.*
* By their terms, hybrid securities allow for
the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs.
Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with
the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated
with that security.
Fitch
Ratings, Inc. (“Fitch”) -- Corporate Finance Obligations – Long-Term Rating Scale:
The following descriptions have been published by
Fitch Ratings, Inc., Fitch Ratings Ltd. and its subsidiaries.
AAA
– Highest Credit Quality. ‘AAA’ ratings denote the lowest expectation of credit risk. They are assigned only
in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected
by foreseeable events.
AA
– Very High Credit Quality. ‘AA’ ratings denote expectations of very low credit risk. They indicate very strong
capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A
– High Credit Quality. ‘A’ ratings denote expectations of low credit risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than
is the case for higher ratings.
BBB
– Good Credit Quality. ‘BBB’ ratings indicate that expectations of credit risk are currently low. The capacity
for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this
capacity.
BB
– Speculative. ‘BB’ ratings indicate an elevated vulnerability to credit risk, particularly in the event of
adverse changes in business or economic conditions over time; however, business or financial alternatives may be available to allow financial
commitments to be met.
B
– Highly Speculative. ‘B’ ratings indicate that material credit risk is present.
CCC
– Substantial Credit Risk. ‘CCC’ ratings indicate that substantial credit risk is present.
CC
– Very High Levels of Credit Risk. ‘CC’ ratings indicate very high levels of credit risk.
C
– Exceptionally High Levels of Credit Risk. ‘C’ indicates exceptionally high levels of credit risk.
Ratings in the categories of ‘CCC’,
‘CC’ and ‘C’ can also relate to obligations or issuers that are in default. In this case, the rating does
not opine on default risk but reflects the recovery expectation only.
DBRS
– Long-Term Obligations Rating Scale:
The following descriptions have been published
by Morningstar DBRS.
AAA
– Highest credit quality. The capacity for the payment of financial obligations is exceptionally high and unlikely to be adversely
affected by future events.
AA
– Superior credit quality. The capacity for the payment of financial obligations is considered high. Credit quality differs from
AAA only to a small degree. Unlikely to be significantly vulnerable to future events.
A
– Good credit quality. The capacity for the payment of financial obligations is substantial, but of lesser credit quality than
AA. May be vulnerable to future events, but qualifying negative factors are considered manageable.
BBB
– Adequate credit quality. The capacity for the payment of financial obligations is considered acceptable. May be vulnerable to
future events.
BB
– Speculative, non-investment-grade credit quality. The capacity for the payment of financial obligations is uncertain. Vulnerable
to future events.
B
– Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet financial obligations.
CCC,
CC, C – Very highly speculative credit quality. In danger of defaulting on financial obligations. There is little difference
between these three categories, although CC and C rating categories are normally applied to obligations that are seen as highly likely
to default, or subordinated to obligations rated in the CCC to B range. Obligations in respect of which default has not technically taken
place but is considered inevitable may be rated in the C category.
D
– When the issuer has filed under any applicable bankruptcy, insolvency, or winding-up statute or there is a failure to satisfy
an obligation after the exhaustion of grace periods, a downgrade to D may occur. Morningstar DBRS may also use SD (Selective Default)
in cases where only some securities are impacted, such as the case of a distressed exchange. See the Default Definition document on dbrs.morningstar.com
under Understanding Ratings for more information.
S&P
Global Ratings -- Short-Term Issue Credit Ratings:
The following descriptions have been published
by Standard & Poor’s Financial Services LLC.
A-1
– A short-term obligation rated ‘A-1’ is rated in the highest category by S&P Global Ratings. The obligor’s
capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with
a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitments on these obligations is extremely
strong.
A-2
- A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitments
on the obligation is satisfactory.
A-3
- A short-term obligation rated ‘A-3’ exhibits adequate protection parameters. However, adverse economic conditions or changing
circumstances are more likely to weaken the obligor’s capacity to meet its financial commitments on the obligation.
B
- A short-term obligation rated ‘B’ is regarded as vulnerable and has significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties that could lead to the obligor’s
inadequate capacity to meet its financial commitments.
C
- A short-term obligation rated ‘C’ is currently vulnerable to nonpayment and is dependent upon favorable business, financial,
and economic conditions for the obligor to meet its financial commitments on the obligation.
D
- A short-term obligation rated ‘D’ is in default or in breach of an imputed promise. For non-hybrid capital instruments,
the ‘D’ rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings
believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days
will be treated as five business days. The ‘D’ rating also will be used upon the filing of a bankruptcy petition or the
taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A
rating on an obligation is lowered to ‘D’ if it is subject to a distressed debt restructuring.
Dual ratings may be assigned to debt issues that
have a put option or demand feature. The first component of the rating addresses the likelihood of repayment of principal and interest
as due, and the second component of the rating addresses only the demand feature. The first component of the rating can relate to either
a short-term or long-term transaction and accordingly use either short-term or long-term rating symbols. The second component of the rating
relates to the put option and is assigned a short-term rating symbol (for example, ‘AAA/A-1+’ or ‘A-1+/A-1’).
With U.S. municipal short-term demand debt, the U.S. municipal short-term note rating symbols are used for the first component of the
rating (for example, ‘SP-1+/A-1+’).
Moody’s
-- Global Short-Term Rating Scale:
The following descriptions have been published
by Moody’s Investors Service, Inc.
P-1
- Ratings of Prime-1 reflect a superior ability to repay short-term obligations.
P-2
- Ratings of Prime-2 reflect a strong ability to repay short-term obligations.
P-3
- Ratings of Prime-3 reflect an acceptable ability to repay short-term obligations.
NP
- Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Fitch
-- Short-Term Ratings Assigned to Issuers and Obligations:
The following descriptions have been published by
Fitch Ratings, Inc., Fitch Ratings Ltd. and its subsidiaries.
F1
- Highest Short-Term Credit Quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have
an added “+” to denote any exceptionally strong credit feature.
F2
- Good Short-Term Credit Quality. Good intrinsic capacity for timely payment of financial commitments.
F3
- Fair Short-Term Credit Quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B
– Speculative Short-Term Credit Quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability
to near term adverse changes in financial and economic conditions.
C
- High Short-Term Default Risk. Default is a real possibility.
RD
– Restricted Default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues
to meet other financial obligations. Typically applicable to entity ratings only.
D
– Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
DBRS
-- Commercial Paper and Short-Term Debt Rating Scale:
The following descriptions have been published
by Morningstar DBRS.
R-1
(high) – Highest credit quality. The capacity for the payment of short-term financial obligations as they fall due is
exceptionally high. Unlikely to be adversely affected by future events.
R-1
(middle) – Superior credit quality. The capacity for the payment of short-term financial obligations as they fall due
is very high. Differs from R-1 (high) by a relatively modest degree. Unlikely to be significantly vulnerable to future events.
R-1
(low) – Good credit quality. The capacity for the payment of short-term financial obligations as they fall due is substantial.
Overall strength is not as favourable as higher rating categories. May be vulnerable to future events, but qualifying negative factors
are considered manageable.
R-2
(high) – Upper end of adequate credit quality. The capacity for the payment of short-term financial obligations as they
fall due is acceptable. May be vulnerable to future events.
R-2
(middle) – Adequate credit quality. The capacity for the payment of short-term financial obligations as they fall due
is acceptable. May be vulnerable to future events or may be exposed to other factors that could reduce credit quality.
R-2
(low) – Lower end of adequate credit quality. The capacity for the payment of short-term financial obligations as they
fall due is acceptable. May be vulnerable to future events. A number of challenges are present that could affect the issuer’s ability
to meet such obligations.
R-3
– Lowest end of adequate credit quality. There is capacity for the payment of short-term financial obligations as they fall
due. May be vulnerable to future events and the certainty of meeting such obligations could be impacted by a variety of developments.
R-4
– Speculative credit quality. The capacity for the payment of short-term financial obligations as they fall due is uncertain.
R-5
– Highly speculative credit quality. There is a high level of uncertainty as to the capacity to meet short-term financial obligations
as they fall due.
D
– When the issuer has filed under any applicable bankruptcy, insolvency, or winding up statute or there is a failure to satisfy
an obligation after the exhaustion of grace periods, a downgrade to D may occur. Morningstar DBRS may also use SD (Selective Default)
in cases where only some securities are impacted, such as the case of a “distressed exchange”.
See the Default Definition document on dbrs.morningstar.com
under Understanding Ratings for more information.
Appendix B

Proxy Voting Policies and Procedures
February 2025
|
I. |
Introduction and General Principles |
|
A. |
Certain investment adviser subsidiaries of Neuberger Berman Group LLC ("NB") have been delegated the authority
and responsibility to vote the proxies of their respective investment advisory clients and exercise such responsibility according to these
policies and procedures. |
|
B. |
NB understands that proxy voting is an integral aspect of investment management. Accordingly, proxy voting must
be conducted with the same degree of prudence and loyalty accorded any fiduciary or other obligation of an investment manager. |
|
C. |
NB believes that the following policies and procedures are reasonably expected to ensure that proxy matters are
conducted in the best interest of clients, in accordance with NB's fiduciary duties, applicable rules under the Investment Advisers Act
of 1940, fiduciary standards and responsibilities for ERISA clients set out in Department of Labor interpretations, the UK Stewardship
Code, the Japan Stewardship Code and other applicable laws and regulations. |
|
D. |
In instances where NB does not have authority to vote client proxies, it is the responsibility of the client
to instruct the relevant custody bank or banks to mail proxy material directly to such client. |
|
E. |
In all circumstances, NB will comply with specific client directions to vote proxies, whether or not such client
directions specify voting proxies in a manner that is different from NB's proxy votes for other client accounts. |
|
F. |
NB will seek to vote all shares under its authority so long as that action is not in conflict with client instructions.
There may be circumstances under which NB may abstain from voting a client proxy, such as when NB believes voting would not be in clients'
best interests (e.g., not voting in countries with share blocking or meetings in which voting would entail additional costs). NB understands
that it must weigh the costs and benefits of voting proxy proposals relating to foreign securities and make an informed decision with
respect to whether voting a given proxy proposal is prudent and solely in the interests of the clients and, in the case of an ERISA client
and other accounts and clients subject to similar local laws, a plan's participants and beneficiaries. NB's decision in such circumstances
will take into account the effect that the proxy vote, either by itself or together with other votes, is expected to have on the value
of the client's investment and whether this expected effect would outweigh the cost of voting. |
|
II. |
Responsibility and Oversight |
|
A. |
NB has designated a Governance & Proxy Committee (“Proxy Committee”) with the responsibility
for: |
|
(i) |
developing, authorizing, implementing and updating NB’s policies and procedures; |
|
(ii) |
administering and overseeing the governance and proxy voting processes; and |
|
(iii) |
engaging and overseeing any third-party vendors as voting delegates to review, monitor and/or vote proxies. |
NB, at the recommendation of the Proxy
Committee, has retained Glass, Lewis & Co., LLC (“Glass Lewis”) as its proxy voting service provider.
|
B. |
The Proxy Committee will meet as frequently and in such manner as necessary or appropriate to fulfill its responsibilities. |
Proxy
Voting Policies and Procedures
|
C. |
The members of the Proxy Committee will be appointed from time to time and will include the Chief Investment Officer (Equities), the Director
of Global Equity Research, the Global Head of Stewardship and Sustainable Investing, and certain portfolio managers. A senior member of
the Legal and Compliance Department will advise the Proxy Committee and may vote as a full member of the Committee if a vote is needed
to establish a quorum or in the event that a vote is needed to break a tie. The Head of Investment Stewardship serves in an advisory role
to the Proxy Committee but may also vote as a full member of the Committee if a vote is needed to establish a quorum or in the event that
a vote is needed to break a tie. The Proxy Committee may also appoint substitute or additional members if needed to establish quorum in
the absence of one or more members. |
|
D. |
In the event that one or more members of the Proxy Committee are not independent with respect to a particular matter, the remaining members
of the Proxy Committee shall constitute an ad hoc independent subcommittee of the Proxy Committee, which will have full authority to act
upon such matter. |
|
III. |
Proxy Voting Guidelines |
|
A. |
The Proxy Committee developed the Governance and Proxy Voting Guidelines (“Voting Guidelines”)
based on our Governance and Engagement Principles. These Guidelines are updated as appropriate and generally at least on an annual basis.
With input from certain of our investment professionals, the modifications are intended to reflect emerging corporate governance issues
and themes. The Proxy Committee recognizes that in certain circumstances it may be in the interests of our clients to deviate from our
Voting Guidelines. |
|
B. |
Our views regarding corporate governance and engagement, and the related stewardship actions, are informed by
our Stewardship and Sustainable Investing Group, in consultation with professionals in the Legal & Compliance and Global Equity Research
groups, among others. These insightful, experienced and dedicated groups enable us to think strategically about engagement and stewardship
priorities. |
|
C. |
We believe NB’s Voting Guidelines generally represent the voting positions most likely to support our
clients’ best economic interests across a range of sectors and contexts. These guidelines are not intended to constrain our consideration
of the specific issues facing a particular company on a particular vote, and so there will be times when we deviate from the Voting Guidelines. |
|
D. |
In the event that a portfolio manager or other investment professional
at Neuberger believes that it is in the best interest of a client or clients to vote proxies other than as provided in NB’s Voting
Guidelines, the portfolio manager or other investment professional will submit in writing to the Proxy Committee the basis for his or
her recommendation. The Proxy Committee will review this recommendation in the context of the specific circumstances of the proxy vote
being considered and with the intention of voting in the best interest of our clients. |
|
IV. |
Proxy Voting Procedures |
|
A. |
NB will vote client proxies in accordance with a client’s specific request even if it is in a manner inconsistent
with NB’s proxy votes for other client accounts. Such specific requests should be made in writing by the individual client or by
an authorized officer, representative or named fiduciary of a client. |
|
B. |
NB has engaged Glass Lewis as its proxy voting service provider to: |
|
(i) |
provide research on proxy matters; |
|
(ii) |
in a timely manner, notify NB of and provide additional solicitation materials made available reasonably in advance
of a vote deadline; |
|
(iii) |
vote proxies in accordance with NB’s Voting Guidelines or as otherwise instructed and submit such proxies
in a timely manner; |
|
(iv) |
handle other administrative functions of proxy voting; |
Proxy
Voting Policies and Procedures
|
(v) |
maintain records of proxy statements and additional solicitation materials received in connection with proxy
votes and provide copies of such proxy statements promptly upon request; and |
|
(vi) |
maintain records of votes cast. |
|
C. |
Except in instances where clients have retained voting authority, NB will instruct custodians of client accounts to forward all proxy
statements and materials received in respect of client accounts to Glass Lewis. |
|
D. |
NB retains final authority and fiduciary responsibility, consistent with applicable law, for proxy voting for clients that have delegated
it authority and discretion to vote proxies. |
|
A. |
NB shall direct Glass Lewis to vote proxies in accordance with the Voting Guidelines described in Section III
or, in instances where a material conflict has been determined to exist, NB will generally instruct that such shares be voted in the same
proportion as other shares are voted with respect to a proposal, subject to applicable legal, regulatory and operational requirements.
NB believes that this process is reasonably designed to address material conflicts of interest that may arise in conjunction with proxy
voting decisions. Potential conflicts considered by the Proxy Committee when it is determining whether to deviate from NB’s Voting
Guidelines include, among others: a material client relationship with the corporate issuer being considered; personal or business relationships
between the portfolio managers and an executive officer; director, or director nominee of the issuer; joint business ventures; or a direct
transactional relationship between the issuer and senior executives of NB. |
|
B. |
In the event that an NB Investment Professional believes that it is in the best interest of a client or clients
to vote proxies in a manner inconsistent with the Voting Guidelines described in Section III, such NB Investment Professional will contact
a member of the Legal & Compliance Department advising the Proxy Committee and complete and sign a questionnaire in the form adopted
from time to time. Such questionnaires will require specific information, including the reasons the NB Investment Professional believes
a proxy vote in this manner is in the best interest of a client or clients and disclosure of specific ownership, business or personal
relationship, or other matters that may raise a potential material conflict of interest with respect to the voting of the proxy. The Proxy
Committee will meet with the NB Investment Professional to review the completed questionnaire and consider such other matters as it deems
appropriate to determine that there is no material conflict of interest with respect to the voting of the proxy in the requested manner.
The Proxy Committee shall document its consideration of such other matters. In the event that the Proxy Committee determines that such
vote will not present a material conflict, the Proxy Committee will make a determination whether to vote such proxy as recommended by
the NB Investment Professional. In the event of a determination to vote the proxy as recommended by the NB Investment Professional, an
authorized member of the Proxy Committee will instruct Glass Lewis to vote in such manner with respect to the client or clients. In the
event that the Proxy Committee determines that the voting of a proxy as recommended by the NB Investment Professional would not be appropriate,
the Proxy Committee will: |
|
(i) |
take no further action, in which case the Committee shall vote such proxy in accordance with the Voting Guidelines; |
|
(ii) |
disclose such conflict to the client or clients and obtain written direction from the client with respect to
voting the proxy; |
|
(iii) |
suggest that the client or clients engage another party to determine how to vote the proxy; |
|
(iv) |
instruct that such shares be voted in the same proportion as other shares are voted with respect to a proposal,
subject to applicable legal, regulatory and operational requirements; or |
|
(v) |
engage another independent third party to determine how to vote the proxy if voting in the manner described in
(iv) is not feasible. |
A record of the Proxy Committee’s
determinations shall be prepared and maintained in accordance with applicable policies.
Proxy
Voting Policies and Procedures
|
C. |
In the event that the Voting Guidelines described in Section III do not address how a proxy should be voted the Proxy Committee will make
a determination as to how the proxy should be voted. The Proxy Committee will consider such matters as it deems appropriate to determine
how such proxy should be voted, including whether there is a material conflict of interest with respect to the voting of the proxy in
accordance with its decision. The Proxy Committee shall document its consideration of such matters, and an authorized member of the Proxy
Committee will instruct Glass Lewis to vote in such manner with respect to such client or clients. |
|
D. |
Material conflicts cannot be resolved by simply abstaining from voting. |
NB will maintain records relating to
the implementation of the Voting Guidelines and these procedures, including:
|
(i) |
a copy of the Voting Guidelines and these procedures, which shall be made available to clients upon request; |
|
(ii) |
proxy statements received regarding client securities (which will be satisfied by relying on EDGAR or Glass Lewis); |
|
(iii) |
a record of each vote cast (which Glass Lewis maintains on NB’s behalf); |
|
(iv) |
a copy of each questionnaire completed by any NB Investment Professional under Section V above; and |
|
(v) |
any other document created by NB that was material to a determination regarding the voting of proxies on behalf
of clients or that memorializes the basis for that decision. |
Such proxy voting books and records
shall be maintained in an easily accessible place, which may include electronic means, for a period of five years, the first two by the
Legal & Compliance Department. Material conflicts cannot be resolved by simply abstaining from voting.
|
VII. |
Engagement and Monitoring |
Consistent with the firm’s active
management strategies, NB portfolio managers and members of the Global Equity Research team continuously monitor material investment factors
at portfolio companies. NB professionals remain informed of trends and best practices related to the effective fiduciary administration
of proxy voting. NB will make revisions to its Voting Guidelines and related procedures document when it determines it is appropriate
or when we observe the opportunity to materially improve outcomes for our clients. Additionally, we will regularly undertake a review
of selected voting and engagement cases to better learn how to improve the monitoring of our portfolio companies and the effectiveness
of our stewardship activities.
Some NB products or client accounts
where NB has authority and responsibility to vote the proxies may participate in a securities lending program administered by NB. Where
a security is currently on loan ahead of a shareholder meeting, NB will generally attempt to terminate the loan in time to vote those
shares. Where a security that is potentially subject to being loaned is eligible to be voted in a stockholder meeting a portfolio manager
may restrict the security from lending. NB maintains the list of securities restricted from lending and receives daily updates on upcoming
proxy events from the custodian.
Neuberger
will publicly disclose all voting records of its co-mingled funds (Undertakings for Collective Investment in Transferable Securities [UCITS]
and mutual funds), which can be found at https://www.nb.com/en/us/stewardship/nb-votes -- Neuberger cannot publicly disclose vote level
records for separate accounts without express permission of the client. Neuberger will publicly disclose aggregate reporting on at least
an annual basis for all votes cast across co-mingled and separate accounts. Neuberger welcomes the opportunity to discuss the rationale
for a given vote with investee companies as part of our ongoing engagement activities. Neuberger may also choose to provide broad explanations
for certain voting positions on important or topical issues in advance of the vote. Additionally, our proxy voting guidelines can be found
on our website: https://www.nb.com/en/us/stewardship/nb-votes.
Proxy
Voting Policies and Procedures
Proxy Committee Membership as of January 2025:
Joseph Amato, President and Chief Investment Officer
(Equities)
Jonathan Bailey, Global Head of Stewardship and Sustainable
Investing
Elias Cohen, Portfolio Manager
Timothy Creedon, Director of Global Equity Research
Richard Glasebrook, Portfolio Manager
Brett Reiner, Portfolio Manager
Amit Solomon, Portfolio Manager
Corey Issing*, Co-General Counsel – Asset
Management
Caitlin McSherry*, Head of Investment Stewardship
*Corey Issing and Caitlin McSherry serve in advisory
roles to the Committee. They are ex officio members of the Committee. They will only vote as full members of the Committee if their votes
are needed to establish a quorum or in the event that a vote is needed to break a tie vote.
PART C
OTHER INFORMATION
Exhibit Number |
Description |
| (a) |
(1) |
Restated
Certificate of Trust. Incorporated by Reference to Post-Effective Amendment No. 79 to Registrant's Registration Statement on Form N-1A,
File Nos. 2-88566 and 811-4255. (Filed April 21, 2017). |
| |
|
|
| |
(2) |
Amended
and Restated Trust Instrument. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant's Registration Statement on
Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014). |
| |
|
|
| |
(3) |
Schedule A to
Amended and Restated Trust Instrument - Listing the Current Series and Classes of Registrant. (Filed herewith). |
| |
|
|
| (b) |
|
By-laws.
Incorporated by Reference to Post-Effective Amendment No. 83 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-88566
and 811-4255. (Filed April 20, 2018). |
| |
|
|
| (c) |
(1) |
Amended
and Restated Trust Instrument, Article V. Incorporated by Reference to Item (a)(2) above. |
| |
|
|
| |
(2) |
By-Laws,
Amended and Restated, Articles V, VI, and VIII. Incorporated by Reference to Item (b) above. |
| |
|
|
| (d) |
(1) |
(i) |
Management
Agreement Between Registrant and Neuberger Berman Management LLC (“NB Management”) for all Series. Incorporated by Reference
to Post-Effective Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed
April 30, 2014). |
| |
|
|
|
| |
|
(ii) |
Amended Management Agreement
Schedules A and B. (Filed herewith). |
| |
|
|
|
| |
(2) |
Novation
of Management Agreements entered into as of January 1, 2016, by and among Registrant, NB Management, and Neuberger Berman Investment Advisers
LLC (“NBIA”) with Respect to all Series whether now existing or hereafter established that are subject to the Management
Agreements dated May 4, 2009, Item (d)(1) above, and April 30, 2014, Item (d)(2) above, by and between Registrant and NB Management. Incorporated
by Reference to Post-Effective Amendment No. 77 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255.
(Filed April 22, 2016). |
| |
|
|
| (e) |
(1) |
(i) |
Distribution
Agreement Between Registrant and NB Management for Class I Shares. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s
Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014). |
| |
|
|
|
| |
|
(ii) |
Amended Distribution Agreement
Schedule for Class I Shares. (Filed herewith). |
| |
|
|
|
| |
(2) |
(i) |
Distribution
and Services Agreement Between Registrant and NB Management for Class S Shares. Incorporated by Reference to Post-Effective
Amendment No. 72 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014). |
| |
|
|
|
| |
|
(ii) |
Amended Distribution and
Services Agreement Schedule for Class S Shares. (Filed herewith). |
| |
|
|
|
| |
(3) |
(i) |
Novation
of Distribution Agreement entered into as of July 1, 2016 by and among Registrant, NB Management, and Neuberger Berman BD LLC (formerly
Neuberger Berman LLC) (''NB BD LLC"), on behalf of all series whether now existing or hereafter established that are subject to the Distribution
Agreement dated May 4, 2009, Item (e)(1) above, by and between Registrant and NB Management on behalf of the Series. Incorporated by Reference
to Post-Effective Amendment No. 79 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 21,
2017). |
| |
|
|
|
| |
|
(ii) |
Novation
of Distribution and Services Agreement entered into as of July 1, 2016 by and among Registrant, NB Management, and NB BD LLC, on behalf
of all series whether now existing or hereafter established that are subject to the Distribution and Services Agreement dated March 4,
2009, Item (e)(2) above, by and between Registrant and NB Management on behalf of the Series. Incorporated by Reference to Post-Effective
Amendment No. 79 to Registrant's Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 21, 2017). |
Exhibit Number |
Description |
| (f) |
|
Bonus or Profit Sharing Contracts – None. |
| |
|
|
| (g) |
(1) |
Custodian
Contract Between Registrant and State Street Bank and Trust Company. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s
Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014). |
| |
|
|
| |
(2) |
Amendment
to Custodian Contract Between Registrant and State Street Bank and Trust Company. Incorporated by Reference to Post-Effective Amendment
No. 56 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed May 1, 2007). |
| |
|
|
| |
(3) |
Custodian
Fee Schedule. Incorporated by Reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A,
File Nos. 2-88566 and 811-4255. (Filed May 1, 2007). |
| |
|
|
| (h) |
(1) |
Transfer
Agency Agreement Between Registrant and State Street Bank and Trust Company. Incorporated by Reference to Post-Effective Amendment No.
56 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed May 1, 2007). |
| |
|
|
| |
(2) |
(i) |
Administration Agreement Between Registrant and
NB Management for I Class Shares. Incorporated by Reference to Post-Effective Amendment No. 62 to Registrant’s Registration Statement
on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2010). |
| |
|
|
|
| |
|
(ii) |
Amended Administration Agreement Schedule for Class I Shares. (Filed herewith). |
| |
|
|
|
| |
(3) |
(i) |
Administration
Agreement Between Registrant and NB Management for S Class Shares. Incorporated by Reference to Post-Effective Amendment No. 62 to Registrant’s
Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2010). |
| |
|
|
|
| |
|
(ii) |
Amended Administration Agreement
Schedule for Class S Shares. (Filed herewith). |
| |
|
|
|
| |
(4) |
Novation
of Administration Agreements entered into as of January 1, 2016, by and among Registrant, NB Management, and NBIA with Respect to all
Series whether now existing or hereafter established that are subject to the Administration Agreements dated April 30, 2014 for Class
I Shares, Item (h)(2) above, and April 30, 2014, for Class S Shares, Item (h)(3) above, by and between Registrant and NB Management. Incorporated
by Reference to Post-Effective Amendment No. 77 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255.
(Filed April 22, 2016). |
| |
|
|
| |
(5) |
Form
of Fund Participation Agreement. Incorporated by Reference to Post-Effective Amendment No. 72 to Registrant’s Registration Statement
on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed April 30, 2014). |
| |
|
|
| |
(6) |
Expense Limitation
Agreement Between Registrant and NBIA. (Filed herewith). |
| |
|
|
| |
(7) |
Form
of Services Agreement. Incorporated by Reference to Post-Effective Amendment No. 44 to Registrant’s Registration Statement on Form
N-1A, File Nos. 2-88566 and 811-4255. (Filed February 23, 2004). |
Exhibit Number |
Description |
| |
(8) |
BlackRock ETF Trust, BlackRock ETF Trust II,
iShares Trust, iShares, Inc., and iShares U.S. ETF Trust Fund of Funds Investment Agreement. Incorporated by Reference to Post-Effective
Amendment No. 76 to the Registration Statement on Form N-1A of Neuberger Berman Alternative Funds, File Nos. 333-122847 and 811-21715
(Filed February 25, 2022). |
| |
|
|
| |
(9) |
BNY Mellon Investment Funds II, Inc. and BNY
Mellon Alternative Diversifier Strategies Fund Fund of Funds Investment Agreement. Incorporated by Reference to Post-Effective Amendment
No. 76 to the Registration Statement on Form N-1A of Neuberger Berman Alternative Funds, File Nos. 333-122847 and 811-21715 (Filed February
25, 2022). |
| |
|
|
| |
(10) |
Franklin Templeton Fund of Funds Agreement. Incorporated
by Reference to Post-Effective Amendment No. 91 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255.
(Filed April 20, 2022). |
| |
|
|
| |
(11) |
Invesco Exchange-Traded Fund Trust, Invesco
Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Trust, Invesco Actively
Managed Exchange-Traded Commodity Fund Trust, and Invesco Exchange-Traded Self-Indexed Fund Trust Fund of Funds Investment Agreement.
Incorporated by Reference to Post-Effective Amendment No. 76 to the Registration Statement on Form N-1A of Neuberger Berman Alternative
Funds, File Nos. 333-122847 and 811-21715 (Filed February 25, 2022). |
| |
|
|
| |
(12) |
JP Morgan Fund of Funds Investment Agreement.
Incorporated by Reference to Post-Effective Amendment No. 228 to the Registration Statement on Form N-1A of Neuberger Berman Equity Funds,
File Nos. 002-11357 and 811-582 (Filed December 15, 2022). |
| |
|
|
| |
(13) |
The Advisors’ Inner Circle Fund and The
Advisors’ Inner Circle Fund II Fund of Funds Agreement. Incorporated by Reference to Post-Effective Amendment No. 28 to the Registration
Statement on Form N-1A of Neuberger Berman ETF Trust, Nos. 333-261613 and 811-23761 (Filed February 14, 2025). |
| |
|
|
| |
(14) |
The Select Sector SPDR Trust Fund of Funds Investment
Agreement. Incorporated by Reference to Post-Effective Amendment No. 76 to the Registration Statement on Form N-1A of Neuberger Berman
Alternative Funds, File Nos. 333-122847 and 811-21715 (Filed February 25, 2022). |
| |
|
|
| |
(15) |
SPDR Series Trust, SPDR Index Shares
Funds, and SSGA Active Trust Fund of Funds Investment Agreement. Incorporated by Reference to Post-Effective Amendment No. 76 to the Registration
Statement on Form N-1A of Neuberger Berman Alternative Funds, File Nos. 333-122847 and 811-21715 (Filed February 25, 2022). |
| |
|
|
| |
(16) |
SPDR S&P 500 ETF Trust and SPDR
Dow Jones Industrial Average ETF Trust Fund of Funds Investment Agreement. Incorporated by Reference to Post-Effective Amendment No. 76
to the Registration Statement on Form N-1A of Neuberger Berman Alternative Funds, File Nos. 333-122847 and 811-21715 (Filed February 25,
2022). |
| |
|
|
| |
(17) |
VanEck ETF Trust Fund of Funds Investment Agreement.
Incorporated by Reference to Post-Effective Amendment No. 76 to the Registration Statement on Form N-1A of Neuberger Berman Alternative
Funds, File Nos. 333-122847 and 811-21715 (Filed February 25, 2022). |
| |
|
|
| |
(18) |
Vanguard Funds Fund of Funds Agreement. Incorporated
by Reference to Post-Effective Amendment No. 76 to the Registration Statement on Form N-1A of Neuberger Berman Alternative Funds, File
Nos. 333-122847 and 811-21715 (Filed February 25, 2022). |
| |
|
|
| |
(19) |
WisdomTree Trust Fund of Funds Agreement. Incorporated
by Reference to Post-Effective Amendment No. 76 to the Registration Statement on Form N-1A of Neuberger Berman Alternative Funds, File
Nos. 333-122847 and 811-21715 (Filed February 25, 2022). |
| |
|
|
| (i) |
|
Opinion and Consent of K&L Gates LLP with Respect to Securities Matters of Registrant. (Filed herewith). |
| |
|
|
| (j) |
|
Consent of Independent Registered Public Accounting Firm. (Filed herewith). |
| |
|
|
| (k) |
|
Financial Statements Omitted from Prospectuses – None. |
| |
|
|
| (l) |
|
Initial Capital Agreements – None. |
Exhibit Number |
Description |
| (m) |
(1) |
(i) |
Plan Pursuant to Rule 12b-1 (non-fee). Incorporated
by Reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255.
(Filed May 1, 2007). |
| |
|
|
|
| |
|
(ii) |
Schedule A to Plan Pursuant to Rule 12b-1 (non-fee). (Filed herewith). |
| |
|
|
| |
(2) |
(i) |
Plan Pursuant to Rule 12b-1 (Class S). Incorporated
by Reference to Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255.
(Filed May 1, 2007). |
| |
|
|
|
| |
|
(ii) |
Schedules A & B to Plan Pursuant to Rule 12b-1 (Class S). (Filed herewith). |
| |
|
|
|
| (n) |
(1) |
(i) |
Rule 18f-3 Plan. Incorporated by Reference
to Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A, File Nos. 2-88566 and 811-4255. (Filed
May 1, 2007). |
| |
|
|
|
| |
|
(ii) |
Amendment to Attachment A to the Rule 18f-3 Plan (Class I). (Filed herewith). |
| |
|
|
|
| |
|
(iii) |
Amendment to Attachment B to the Rule 18f-3 Plan (Class S). (Filed herewith). |
| |
|
|
|
| (o) |
(1) |
Power of Attorney for Registrant. Incorporated
by Reference to Post-Effective Amendment No. 210 to the Registration Statement on Form N-1A of Neuberger Berman Equity Funds, File Nos.
2-11357 and 811-582. (Filed October 5, 2018). |
| |
|
|
| |
(2) |
Power of Attorney for
Registrant. Incorporated by Reference to Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A of Neuberger Berman
ETF Trust, File Nos. 333-261613 and 811-23761 (Filed August 2, 2023). |
| |
|
|
| |
(3) |
Power of Attorney for Registrant.
Incorporated by reference to Post-Effective Amendment No. 22 to the Registration Statement on Form N-1A of Neuberger Berman ETF Trust,
File Nos. 333-261613 and 811-23761 (Filed September 27, 2024). |
| |
|
|
| (p) |
|
Code of Ethics for Registrant,
NBIA, and NB BD LLC. Incorporated by Reference to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A of Neuberger
Berman ETF Trust, File Nos. 333-261613 and 811-23761. (Filed February 26, 2025). |
| Item 29. |
Persons Controlled By or Under Common Control with Registrant. |
No person is controlled by or under common control with the Registrant.
| Item 30. |
Indemnification. |
A Delaware statutory trust may
provide in its governing instrument for indemnification of its officers and trustees from and against any and all claims and demands whatsoever.
Article IX, Section 2 of the Trust Instrument provides that “every person who is, or has been, a Trustee or an officer, employee
or agent of the Trust (“Covered Person”) shall be indemnified by the Trust or the appropriate Series to the fullest extent
permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit
or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Covered Person and against
amounts paid or incurred by him in the settlement thereof…”. Indemnification will not be provided to a person adjudicated
by a court or other body to be liable to the Registrant or its shareholders by reason of “willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his office” (“Disabling Conduct”), or not
to have acted in good faith in the reasonable belief that his or her action was in the best interest of the Registrant. In the event of
a settlement, no indemnification may be provided unless there has been a determination that the officer or trustee did not engage in Disabling
Conduct (i) by the court or other body approving the settlement; (ii) by at least a majority of those trustees who are neither interested
persons, as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”), of the Registrant (“Independent
Trustees”), nor parties to the matter based upon a review of readily available facts; or (iii) by written opinion of independent
legal counsel based upon a review of readily available facts.
Pursuant
to Article IX, Section 3 of the Trust Instrument, if any present or former shareholder of any series (“Series”) of the Registrant
shall be held personally liable solely by reason of his or her being or having been a shareholder and not because of his or her acts or
omissions or for some other reason, the present or former shareholder (or his or her heirs, executors, administrators or other legal representatives
or in the case of any entity, its general successor) shall be entitled out of the assets belonging to the applicable Series to be held
harmless from and indemnified against all loss and expense arising from such liability. The Registrant, on behalf of the affected
Series, shall, upon request by such shareholder, assume the defense of any claim made against such shareholder for any act or obligation
of the Series and satisfy any judgment thereon from the assets of the Series.
Section
9 of the Management Agreement between Neuberger Berman Investment Advisers LLC (“NBIA”) and the Registrant provides that
neither NBIA nor any director, officer or employee of NBIA performing services for any series of the Registrant at the direction or request
of NBIA in connection with NBIA’s discharge of its obligations under the Agreement shall be liable for any error of judgment or
mistake of law or for any loss suffered by a series in connection with any matter to which the Agreement relates; provided, that nothing
in the Agreement shall be construed (i) to protect NBIA against any liability to the Registrant or any series thereof or its interest
holders to which NBIA would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of
its duties, or by reason of NBIA’s reckless disregard of its obligations and duties under the Agreement, or (ii) to protect any
director, officer or employee of NBIA who is or was a trustee or officer of the Registrant against any liability to the Registrant or
its interest holders to which such person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such person’s office with the Registrant.
Section 9.1 of the Administration
Agreements between the Registrant and NBIA on behalf of the classes of shares of each of the Registrant’s series provides that
NBIA will not be liable to the Registrant for any action taken or omitted to be taken by NBIA or its employees, agents or contractors
in carrying out the provisions of the Agreement if such action was taken or omitted in good faith and without negligence or misconduct
on the part of NBIA, or its employees, agents or contractors. Section 12 of each Administration Agreement provides that the Registrant
shall indemnify NBIA and hold it harmless from and against any and all losses, damages and expenses, including reasonable attorneys’
fees and expenses, incurred by NBIA that result from: (i) any claim, action, suit or proceeding in connection with NBIA’s
entry into or performance of this Agreement with respect to such series; or (ii) any action taken or omission to act committed by
NBIA in the performance of its obligations under the Agreement with respect to such series; or (iii) any action of NBIA upon instructions
believed in good faith by it to have been executed by a duly authorized officer or representative of a Portfolio; provided, that NBIA
shall not be entitled to such indemnification in respect of actions or omissions constituting negligence or misconduct on the part of
NBIA, or that of its employees, agents or contractors. Before confessing any claim against it which may be subject to indemnification
by a series under the Agreement, NBIA shall give such series reasonable opportunity to defend against such claim in its own name or in
the name of NBIA. Section 13 of each Administration Agreement provides that NBIA will indemnify the Registrant and hold it harmless from
and against any and all losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by the Registrant
that result from: (i) NBIA’s failure to comply with the terms of the Agreement; or (ii) NBIA’s lack of good faith in performing
its obligations under the Agreement; or (iii) the negligence or misconduct of NBIA, or its employees, agents or contractors in connection
with the Agreement. The Registrant shall not be entitled to such indemnification in respect of actions or omissions constituting negligence
or misconduct on the part of the Registrant or its employees, agents or contractors other than NBIA, unless such negligence or misconduct
results from or is accompanied by negligence or misconduct on the part of NBIA, any affiliated person of NBIA, or any affiliated person
of an affiliated person of NBIA.
Section 12 of the Class I Distribution
Agreement and Section 14 of the Class S Distribution Agreement between the Registrant and NB BD LLC each provide that NB BD LLC shall
look only to the assets of a Portfolio for the Registrant’s performance of the Agreement by the Registrant on behalf of such Portfolio,
and neither the Trustees nor any of the Registrant’s officers, employees or agents, whether past, present or future, shall be personally
liable therefor.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as amended (“1933 Act”) may be permitted to
trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the
1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication
of such issue. The Registrant also maintains Directors and Officers Insurance.
| Item 31. |
Business and Other Connections of Investment
Adviser |
There is set forth below information as to any other
business, profession, vocation or employment of a substantial nature in which each director or officer of NBIA is, or at any time during
the past two years has been, engaged for his or her own account or in the capacity of director, officer, employee, partner or trustee.
| NAME |
|
BUSINESS
AND OTHER CONNECTIONS |
| |
|
|
Dennis Ainger Assistant Secretary, NBIA |
|
None. |
| |
|
|
Archena Alagappan Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Portfolio Manager. |
| |
|
|
Joseph V. Amato President – Equities and Chief Investment
Officer – Equities, NBIA |
|
Chief Executive Officer and President, Neuberger Berman Holdings
LLC (including its predecessor, Neuberger Berman Inc.); President and Director of Neuberger Berman Group LLC; Chief Executive Officer
and President, NB BD LLC; Director/Trustee, ten registered investment companies for which NBIA acts as investment manager and/or administrator;
Chief Executive Officer and President, ten registered investment companies for which NBIA acts as investment manager and/or administrator. |
| |
|
|
Irina Babushkina Chief Administrative Officer - Global
Research, NBIA |
|
Senior Vice President, NB BD LLC. |
| |
|
|
Thanos Bardas Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Joseph Bertini Chief Compliance Officer – Alternatives
and Senior Vice President, NBIA |
|
Managing Director, NB BD LLC. |
| |
|
|
Ashok Bhatia President – Fixed Income, Chief Investment
Officer – Fixed Income and Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Jennifer Blachford Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Portfolio Manager. |
| |
|
|
Claudia A. Brandon Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Executive Vice President and
Secretary, twenty-eight registered investment companies for which NBIA acts as investment manager and/or administrator. |
| |
|
|
Richard N. Bradt Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
David M. Brown Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Chad Bruso Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Stephen J. Casey Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Brad E. Cetron Chief Compliance Officer, Head of Compliance
and Managing Director, NBIA |
|
Chief Compliance Officer and Managing Director, NB BD LLC. |
| NAME |
|
BUSINESS
AND OTHER CONNECTIONS |
| |
|
|
Michael Chinni Treasurer, NBIA |
|
Chief Financial Officer, NB BD LLC. |
| |
|
|
Elias Cohen Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Timothy Creedon Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Kai Cui Managing Director, NBIA |
|
Portfolio Manager. |
| |
|
|
Robert W. D’Alelio Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Kenneth deRegt Chief Operating Officer – Fixed Income,
NBIA |
|
None. |
| |
|
|
Derek Devens Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Anthony DiBernardo Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Assistant Treasurer, ten registered
investment companies for which NBIA acts as investment manager and/or administrator. |
| |
|
|
Rory Ewing Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Michael Foster Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Paolo R. Frattaroli Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Raman Gambhir Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Jacob Gamerman Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Rand W. Gesing Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Portfolio Manager. |
| |
|
|
Jennifer Gorgoll Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Michael C. Greene Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Daniel P. Hanson Managing Director, NBIA |
|
Portfolio Manager. |
| |
|
|
Scott D. Hogan Chief Compliance Officer – Registered
Funds and Senior Vice President, NBIA |
|
Chief Compliance Officer, twenty-eight registered investment
companies for which NBIA acts as investment manager and/or administrator. |
| |
|
|
Thomas Hogan Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Scott A. Hoina Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Portfolio Manager. |
| |
|
|
Jeffrey Hunn Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Portfolio Manager. |
| |
|
|
William Hunter Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| NAME |
|
BUSINESS
AND OTHER CONNECTIONS |
| |
|
|
James L. Iselin Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Corey A. Issing Co-General Counsel – Asset Management
and Managing Director, NBIA |
|
None. |
| |
|
|
Sheila James Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Assistant Secretary, twenty-eight
registered investment companies for which NBIA acts as investment manager and/or administrator. |
| |
|
|
Brian C. Jones Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Charles Kantor Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Brian Kerrane Head of Mutual Fund Administration and Managing
Director, NBIA |
|
Managing Director, NB BD LLC; Chief Operating Officer and Vice
President, twenty-eight registered investment companies for which NBIA acts as investment manager and/or administrator. |
| |
|
|
Christopher Kocinski Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Douglas Kramer Head of Institutional Equity and Multi-Asset
and Managing Director, NBIA |
|
None. |
| |
|
|
Nathan Kush Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Paul Lanks Chief Operating Officer – Private Wealth,
NBIA |
|
Managing Director, NB BD LLC. |
| |
|
|
Ephraim Lemberger Assistant Secretary, NBIA |
|
None. |
| |
|
|
David Levine Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Richard S. Levine Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Joseph Lind Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Brian Lord Assistant Secretary, Chief Compliance Officer
– Fixed Income and Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC. |
| |
|
|
Beryl Lou Head of Investment Engineering and Senior Vice
President, NBIA |
|
Senior Vice President, NB BD LLC. |
| |
|
|
Joseph P. Lynch Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Jared Mann Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
James F. McAree Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Kevin McCarthy Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| NAME |
|
BUSINESS
AND OTHER CONNECTIONS |
| |
|
|
Owen F. McEntee, Jr. Vice President, NBIA |
|
Vice President, NB BD LLC; Vice President, ten registered investment
companies for which NBIA acts as investment manager and/or administrator. |
| |
|
|
Matthew McGinnis Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Portfolio Manager. |
| |
|
|
John McGovern Managing Director, NBIA |
|
Managing Director, NB BD LLC; Treasurer and Principal Financial
and Accounting Officer, ten registered investment companies for which NBIA acts as investment manager and/or administrator. |
| |
|
|
Josephine Marone |
|
Assistant Secretary, twenty-eight registered investment companies
for which NBIA acts as investment manager and/or administrator. |
| |
|
|
S. Blake Miller Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Trevor Moreno Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Richard S. Nackenson Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Gariel Nahoum
General Counsel – U.S. Registered Funds and Senior Vice President, NBIA |
|
Chief Legal Officer (only for purposes of sections 307 and 406
of the Sarbanes-Oxley Act of 2002), twenty-eight registered investment companies for which NBIA acts as investment manager and/or administrator. |
| |
|
|
Benjamin H. Nahum Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Olumide Owolabi Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Eric J. Pelio Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Portfolio Manager. |
| |
|
|
Alexandra Pomeroy Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Douglas A. Rachlin Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Hari Ramanan Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Marc Regenbaum Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Brett S. Reiner Managing Director, NBIA |
|
Managing Director, NB BD LLC; Associate Portfolio Manager. |
| |
|
|
Frank Rosato Vice President, NBIA |
|
Vice President, NB BD LLC; Assistant Treasurer, ten registered
investment companies for which NBIA acts as investment manager and/or administrator. |
| |
|
|
Henry Rosenberg Chief Compliance Officer – Central
Compliance and Managing Director, NBIA |
|
Managing Director, NB BD LLC. |
| |
|
|
Steve Ruh
Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Robert J. Russo Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Portfolio Manager. |
| |
|
|
Conrad A. Saldanha Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| NAME |
|
BUSINESS
AND OTHER CONNECTIONS |
| |
|
|
Eli M. Salzmann Managing Director,
NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
John San Marco Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Portfolio Manager. |
| |
|
|
Monica Sherer Co-General Counsel – Asset Management,
Assistant General Secretary and Managing Director, NBIA |
|
None. |
| |
|
|
Steve Shigekawa Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Ronald B. Silvestri Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Thomas Sobanski
Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Portfolio Manager. |
| |
|
|
Amit Solomon Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Gregory G. Spiegel Managing Director, NBIA |
|
Managing Director, NB BD LLC; Associate Portfolio Manager. |
| |
|
|
Jason Tauber Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Daniel Tracer Head of Financial Regulation and Senior Vice
President, NBIA |
|
Senior Vice President and Head of Financial Regulation, NB BD
LLC; Anti-Money Laundering Compliance Officer, five registered investment companies for which NBIA acts as investment manager and/or administrator. |
| |
|
|
John Triolo Senior Vice President, NBIA |
|
Vice President, ten registered investment companies for which
NBIA acts as investment manager and/or administrator. |
| |
|
|
Shawn Trudeau Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
James Tyre Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Portfolio Manager. |
| |
|
|
Gorky Urquieta Managing Director, NBIA |
|
Managing Director, NB BD LLC; Portfolio Manager. |
| |
|
|
Leo Anthony Viola Controller and Managing Director, NBIA |
|
Treasurer, NBAA. |
| |
|
|
David Yi Wan Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Portfolio Manager. |
| |
|
|
Eric Zhou Senior Vice President, NBIA |
|
Senior Vice President, NB BD LLC; Portfolio Manager. |
The principal address of NBIA and each of the investment
companies named above is 1290 Avenue of the Americas, New York, New York 10104-0002.
| Item 32. |
Principal Underwriters. |
(a) Neuberger Berman BD LLC, the
principal underwriter distributing securities of the Registrant, is also the principal underwriter and/or distributor for each of the
following investment companies:
Neuberger Berman Alternative Funds
Neuberger Berman Equity Funds
Neuberger Berman ETF Trust
Neuberger Berman Income Funds
Neuberger High Yield Strategies Fund Inc.
(b) Set forth below is information
concerning the directors and officers of the Registrant’s principal underwriter. The principal business address of each of the
persons listed is 1290 Avenue of the Americas, New York, New York 10104-0002, which is also the address of the Registrant’s principal
underwriter.
| Name |
Positions
and Offices with Underwriter |
Positions
and Offices with Fund |
| |
|
|
| Joseph V. Amato |
Chief Executive Officer and President |
President, Chief Executive Officer and Trustee. |
| Michael Chinni |
Chief Financial Officer |
None. |
| Brad Cetron |
Chief Compliance Officer |
None. |
| Daniel Tracer |
Head of Financial Regulation |
Anti-Money Laundering Compliance Officer. |
(c) No commissions or other compensation
were received directly or indirectly from the Registrant by any principal underwriter who was not an affiliated person of the Registrant.
| Item 33. |
Location of Accounts and Records. |
All accounts, books and other documents, except for the Registrant’s
Trust Instrument and By-laws, minutes of meetings of the Registrant’s Trustees and shareholders and the Registrant’s policies
and contracts, required to be maintained by Section 31(a) of the 1940 Act, as amended, and the rules promulgated thereunder with respect
to the Registrant are maintained at the offices of the Funds’ transfer agent and the Funds’ custodian, State Street Bank
and Trust Company, One Lincoln Street, Boston, Massachusetts 02111.
The Registrant’s Trust Instrument and By-Laws, minutes of meetings
of the Registrant’s Trustees and shareholders and the Registrant’s policies and contracts are maintained at the offices
of the Registrant, 1290 Avenue of the Americas, New York, New York 10104-0002.
| Item 34. |
Management Services. |
Other than as set forth in Parts A and B of this Post-Effective Amendment,
the Registrant is not a party to any management-related service contract.
None.
SIGNATURES
Pursuant to the requirements of
the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the 1933 Act
and has duly caused this Post-Effective Amendment No. 95 to its Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and State of New York on the 15th day of April, 2026.
| |
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST |
| |
|
|
| |
By: |
/s/ Joseph V. Amato |
| |
Name: |
Joseph V. Amato |
| |
Title: |
President and Chief Executive Officer |
Pursuant to the requirements of the 1933 Act, Post-Effective
Amendment No. 95 has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date |
| |
|
|
| /s/
Joseph V. Amato |
President, Chief Executive Officer
and |
April 15, 2026 |
| Joseph V. Amato |
Trustee |
|
| |
|
|
| /s/
John M. McGovern |
Treasurer and Principal Financial
and |
April 15, 2026 |
| John M. McGovern |
Accounting
Officer |
|
| |
|
|
| /s/
Michael J. Cosgrove |
Trustee |
April 15,
2026 |
| Michael J. Cosgrove* |
|
|
| |
|
|
| /s/
Marc Gary |
Trustee |
April 15,
2026 |
| Marc Gary* |
|
|
| |
|
|
| /s/
Martha C. Goss |
Trustee |
April 15,
2026 |
| Martha C. Goss* |
|
|
| |
|
|
| /s/
Ami Kaplan |
Trustee |
April 15,
2026 |
| Ami Kaplan* |
|
|
| |
|
|
| /s/
Michael M. Knetter |
Trustee |
April 15, 2026 |
| Michael M.
Knetter* |
|
|
| |
|
|
| /s/
Deborah C. McLean |
Trustee |
April 15,
2026 |
| Deborah C.
McLean* |
|
|
| |
|
|
| /s/
Paul M. Nakasone |
Trustee |
April 15,
2026 |
| Paul M. Nakasone* |
|
|
| |
|
|
| /s/
Tom D. Seip |
Chairman
of the Board and Trustee |
April 15,
2026 |
| Tom D. Seip* |
|
|
| |
|
|
| /s/
Franklyn E. Smith |
Trustee |
April 15,
2026 |
| Franklyn E.
Smith* |
|
|
* Signatures affixed by Franklin H. Na on April 15, 2026, pursuant to powers
of attorney filed with Post-Effective Amendment No. 210 to the Registration Statement on Form N-1A of Neuberger Berman Equity Funds on
October 5, 2018 (File Nos. 002-11357 and 811-582), Post-Effective Amendment No. 8 to the Registration Statement on Form N-1A of Neuberger
Berman ETF Trust on August 2, 2023 (File Nos. 333-261613 and 811-23761), and Post-Effective Amendment No. 22 to the Registration Statement
on Form N-1A of Neuberger Berman ETF Trust on September 27, 2024 (File Nos. 333-261613 and 811-23761).
NEUBERGER BERMAN ADVISERS MANAGEMENT TRUST
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