SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. )
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NEUBERGER BERMAN ALTERNATIVE FUNDS
(Name of Registrant as Specified in Its Charter)
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Neuberger Berman Alternative Funds
Neuberger Berman Absolute Return Multi-Manager Fund
605 Third Avenue
New York, New York 10158-0180
800-877-9700
INFORMATION STATEMENT DATED SEPTEMBER 23, 2016
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF THE INFORMATION STATEMENT
The Information Statement is available at www.nb.com.
The purpose of this Information Statement is to provide you with information about a new subadviser for the Neuberger Berman Absolute Return Multi-Manager (the “Fund”), a series of Neuberger Berman Alternative Funds (the “Trust”). The information in this document should be considered to be an Information Statement for purposes of Schedule 14C under the Securities Exchange Act of 1934, as amended. You may obtain an additional copy of the Fund’s Prospectus or Statement of Additional Information, or its most recent Annual Report or Semi-Annual Report, free of charge, by writing to the Trust at the address shown above, by calling 1-800-877-9700 or by visiting the Trust’s website at www.nb.com. This Information Statement is being mailed on or about September 23, 2016 to shareholders of record as of September 9, 2016.
BACKGROUND
Neuberger Berman Investment Advisers LLC (the “Manager”), located at 605 Third Avenue, New York, NY 10158, is the Fund’s investment manager and administrator. Neuberger Berman LLC, located at the same address as the Manager, is the Fund’s distributor and principal underwriter. The Manager is responsible for choosing the Fund’s investments and handling its day-to-day business, including the oversight of the investment activities of the subadvisers of the Fund (each, a “Subadviser” and collectively, “Subadvisers”). The Manager allocates assets of the Fund to Subadvisers whose strategy it believes, when combined to form a single portfolio, can provide attractive risk-adjusted returns over the long term.
The Manager and the Fund have obtained an exemptive order from the Securities and Exchange Commission (“SEC”) that permits the Manager to engage additional unaffiliated Subadvisers, and to enter into and materially amend existing or future subadvisory agreements with unaffiliated Subadvisers, upon the approval of the Trust’s Board of Trustees (“Board”), without obtaining shareholder approval. Accordingly, the Manager is able, subject to the approval of the Board, to appoint and replace Subadvisers and to amend subadvisory agreements without obtaining shareholder approval.
At its meetings held on March 22-23, 2016, the Board, including the Trustees who are not “interested persons” (as that term is defined in the Investment Company Act of 1940, as amended (“1940 Act”)) of the Trust or the Manager (“Independent Trustees”), considered and unanimously approved the Manager’s proposal to appoint P/E Global, LLC (“P/E Global”) as Subadviser to allocated portions of the Fund. The Manager’s proposal was based on certain factors, including, but not limited to, the desire to add a new Subadviser that would complement the current investment strategies of the Fund’s other Subadvisers by offering greater style diversification. The other current Subadvisers to the Fund are Blue Jay Capital Management, LLC, Cramer Rosenthal McGlynn, LLC, GAMCO Asset Management Inc., Good Hill Partners LP, GSA Capital Partners LLP, Lazard Asset Management LLC, Levin Capital Strategies, L.P., Portland Hill Capital LLP, Sound Point Capital Management, L.P., and TPH Asset Management, LLC.
For investment management services, the Fund pays the Manager a management fee. The addition of the new Subadviser will not result in a change to the management fee paid by the Fund.
The following table shows the management fee paid to the Manager and the subadvisory fees paid by the Manager to the Fund’s Subadvisers during the fiscal period ended October 31, 2015.
| | Management | | | | Subadvisory Fees |
| | Fees Paid to the | | Subadvisory | | Paid by the Manager |
Management | | Manager as a % | | Fees Paid by | | to the Subadvisers as |
Fee Paid to | | of Average Net | | the Manager to | | a % of Average Net |
the Manager | | Assets of the Fund | | the Subadvisers | | Assets of the Fund |
$29,654,460 | | 1.81% | | $14,598,461 | | 0.89% |
INFORMATION REGARDING THE NEW SUBADVISER
The following provides additional information about the new Subadviser.
P/E Global, LLC
General
P/E Global, located at 75 State Street, 31st Floor, Boston, Massachusetts 02109, manages the assets allocated to the global macro strategy. P/E Global is a registered investment adviser providing asset management services since 1995. As of August 1, 2016, P/E Global managed $3.84 billion in total assets.
Investment Strategy
P/E Global employs a global macro investment strategy.
Directors and Executive Officers
The following are directors and/or executive officers of P/E Global. The address of each is 75 State Street, 31st Floor, Boston, Massachusetts 02109.
Name | | | Position | |
Warren J. Naphtal | | President |
Mary S. Naphtal | | Chief Operating Officer |
Heather K. Mellem | | Chief Compliance Officer |
No officer or Trustee of the Fund is an officer, employee, director, or shareholder of P/E Global.
Comparable Funds
P/E Global does not manage any other registered funds in accordance with a similar investment strategy.
Compensation
Under the sub-advisory agreement by and between the new Subadviser and the Manager (the “Sub-Advisory Agreement”), the Manager is responsible for all fees payable to the new Subadviser for its services as a Subadviser to the Fund. The Fund is not responsible for the payment of any portion of such fees. Accordingly, the appointment of the new Subadviser to the Fund does not affect the management fees paid by the Fund or its shareholders.
Information Regarding the Sub-Advisory Agreement
Pursuant to the Sub-Advisory Agreement, the Subadviser has been delegated responsibility for the day-to-day management of the assets of the Fund allocated to the Subadviser. The Sub-Advisory Agreement provides in substance that the Subadviser will make and implement investment decisions for the Fund in its discretion and will continuously develop an investment program for the Fund’s assets allocated to such Subadviser. The Sub-Advisory Agreement permits the Subadviser to effect securities transactions on behalf of the Fund through associated persons of the Subadviser. The Sub-Advisory Agreement also specifically permits the Subadviser to compensate, through higher commissions, brokers and dealers who provide investment research and analysis to the Fund.
The Sub-Advisory Agreement continues with respect to the Fund until October 31, 2017, and is renewable from year to year thereafter, so long as its continuance is approved at least annually (1) by the vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval and (2) by the vote of a majority of the Trustees or by a majority vote of the outstanding shares in the Fund (as defined by the 1940 Act). The Sub-Advisory Agreement is subject to termination, without penalty, with respect to the Fund by the Trustees, or by a majority vote of the outstanding shares of the Fund (as defined by the 1940 Act), by the Manager on not less than 30 nor more than 60 days’ prior written notice to the Fund. The Subadviser is permitted to terminate the Sub-Advisory Agreement on 60 days’ prior written notice to the Fund and Manager. The Sub-Advisory Agreement also terminates automatically with respect to the Fund if it is assigned or if the management agreement between the Manager and the Trust terminates with respect to the Fund.
BOARD CONSIDERATIONS
At meetings held on March 22-23, 2016, the Board, including the Independent Trustees, considered and approved the Sub-Advisory Agreement between the Manager and P/E Global, LLC (an “Additional Subadviser”), which will be responsible for managing a portion of the assets of the Fund. The Independent Trustees were advised by counsel that is experienced in 1940 Act matters and that is independent of the Manager (“Independent Counsel”).
In evaluating the Sub-Advisory Agreement, the Board, including the Independent Trustees, reviewed extensive materials furnished by the Additional Subadviser in response to questions submitted by the Manager, the Board and Independent Counsel, and met with representatives of the Manager regarding the Additional Subadviser’s personnel, operations and financial condition as they relate to
the Fund. In addition, the Board, including the Independent Trustees, met with representatives of the Additional Subadviser regarding its personnel and operations.
The Board noted that the Manager and the Fund had obtained from the SEC an exemptive order that permitted the Manager to add or replace subadvisers to the Fund without a shareholder vote, provided the Independent Trustees approve the new subadviser and certain other steps are taken and that the Manager, pursuant to its agreement with the Fund and related subadviser oversight policies and procedures approved by the Board, is responsible for overseeing the Additional Subadviser.
The Board evaluated the overall fairness of the Sub-Advisory Agreement to the Fund and whether the Sub-Advisory Agreement was in the best interests of the Fund and its shareholders. The Board considered the following factors, among others, in connection with its approval of the Sub-Advisory Agreement: (1) the nature, extent, and quality of the services to be provided by the Additional Subadviser; and (2) the expected costs of the services to be provided. In their deliberations, the Board members did not identify any particular information that was all-important or controlling, and each Trustee may have attributed different weights to the various factors.
The Board received and considered information regarding the nature, extent and quality of the services to be provided to the Fund by the Additional Subadviser under the Sub-Advisory Agreement. The Board considered the experience and staffing of the portfolio management and investment research personnel of the Additional Subadviser who would perform services for the Fund, as well as the resources available to it. The Board reviewed the performance for accounts managed by the Additional Subadviser that were substantially similar in strategy to the strategy the Additional Subadviser will use for the Fund, noting that the accounts may not be subject to the same 1940 Act restrictions as the Fund. The Board considered the policies and practices regarding brokerage and allocation of portfolio transactions of the Additional Subadviser and noted that the Manager would monitor the quality of the execution services provided by the Additional Subadviser.
The Board also reviewed whether the Additional Subadviser would use brokers to execute transactions for the Fund that provide research and other services to the Additional Subadviser, and the types of benefits potentially derived from such services by the Additional Subadviser, the Fund and other clients of the Additional Subadviser. The Board also considered the compliance programs and compliance history of the Additional Subadviser, including the Fund’s Chief Compliance Officer’s and the Manager’s assessment of the compliance programs of the
Additional Subadviser. The Board also considered whether there were any pending lawsuits, enforcement proceedings or regulatory investigations involving the Additional Subadviser, and reviewed information regarding its financial condition, history of operations and any conflicts of interest in managing the Fund.
With respect to the overall fairness of the Sub-Advisory Agreement, the Board had previously considered the Fund’s fee structure as compared to a peer group of comparable funds and any fall-out benefits likely to accrue to the Manager or its affiliates. The Manager indicated that similar comparative information was not available with respect to the amount paid to the Additional Subadviser. The Board did, however, consider an estimate of the costs of the services to be provided and estimated profit or loss that would be realized by the Manager as a result of adding the Additional Subadviser. The Board also considered that the Additional Subadviser had no products managed in a similar style to the strategy it would use for the Fund. The Board noted, however, that the Manager, and not the Fund, pays the fee to the Additional Subadviser and therefore the fees charged by the Additional Subadviser will not change the overall expenses of the Fund. The Board also considered whether there are other business arrangements between the Manager and the Additional Subadviser that could give rise to potential conflicts. It considered whether the Sub-Advisory Agreement will or should provide for breakpoints in the fees and, as a general matter, the way in which any such breakpoints should factor into the fees paid by the Fund.
Conclusions as to Additional Sub-Advisory Agreement
In approving the Sub-Advisory Agreement, the Board concluded that the terms of the Sub-Advisory Agreement are fair and reasonable and that approval of the Agreement is in the best interests of the Fund and its shareholders. In reaching this determination, the Board considered that the Additional Subadviser could be expected to provide a high level of service to the Fund; that the Additional Subadviser’s fees appeared to the Board to be reasonable given the nature and quality of services expected to be provided; and that the expected benefits accruing to the Additional Subadviser and its affiliates and the Manager and its affiliates by virtue of their relationship with the Fund were reasonable in light of the expected costs of providing the sub-advisory services and the expected benefits accruing to the Fund.
ADDITIONAL INFORMATION ABOUT THE FUND
Portfolio Transactions
To the extent permitted by law and in accordance with procedures established by the Board, affiliates of the Manager or Subadvisers are permitted to act as brokers for the Fund in the purchase and sale of its portfolio securities (other than certain securities traded on the over-the-counter market) where such brokers are capable of providing best execution (“Affiliated Brokers”). For the fiscal period ended October 31, 2015, the Fund did not pay any brokerage commissions to Affiliated Brokers.
Control Persons and Principal Holders
As of August 31, 2016, the following are all of the beneficial and record owners of five percent or more of a class of the Fund. Except where indicated with an asterisk, the owners listed are record owners. These entities hold these shares of record for the accounts of certain of their clients and have informed the Fund of their policy to maintain the confidentiality of holdings in their client accounts, unless disclosure is expressly required by law.
Class | | Name & Address | | Percent Owned |
Class A | | CHARLES SCHWAB & CO INC. | | 16.14% |
| | 211 MAIN STREET | | |
| | SAN FRANCISCO, CA 94105-1905 | | |
|
| | RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS | | 11.44% |
| | HOUSE ACCOUNT | | |
| | 880 CARILLON PARKWAY | | |
| | ST. PETERSBURG, FL 33716-1100 | | |
|
Class C | | MERRILL LYNCH PIERCE FENNER & | | 25.81% |
| | SMITH INC FUND ADMINISTRATION | | |
| | 4800 DEER LAKE DR E, FL 2 | | |
| | JACKSONVILLE, FL 32246-6484 | | |
|
| | MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CENTER | | 12.44% |
| | PLAZA 2, 3RD FLOOR | | |
| | JERSEY CITY, NJ 07311 | | |
Class | | Name & Address | | Percent Owned |
| | UBS WM USA | | 11.19% |
| | OMNI ACCOUNT M/F | | |
| | 1000 HARBOR BLVD, 5TH FLOOR WEEHAWKEN, NJ 07086-6761 | | |
|
| | RAYMOND JAMES | | 10.13% |
| | OMNIBUS FOR MUTUAL FUNDS HOUSE ACCOUNT | | |
| | 880 CARILLON PARKWAY | | |
| | ST. PETERSBURG, FL 33716-1100 | | |
|
Institutional Class | | NATIONAL FINANCIAL | | 23.71% |
| | SERVICES LLC | | |
| | FBO OUR CUSTOMERS | | |
| | 499 WASHINGTON BLVD, FL 4 | | |
| | JERSEY CITY, NJ 07310-2010 | | |
|
| | CHARLES SCHWAB & CO INC. | | 17.07% |
| | 211 MAIN STREET | | |
| | SAN FRANCISCO, CA 94105-1905 | | |
|
| | LPL FINANCIAL | | 12.12% |
| | OMNIBUS CUSTOMER ACCOUNT 4707 EXECUTIVE DR | | |
| | SAN DIEGO, CA 92121-3091 | | |
|
| | PERSHING LLC | | 10.79% |
| | 1 PERSHING PLZ | | |
| | JERSEY CITY, NJ 07399-0002 | | |
|
| | UBS WM USA | | 9.04% |
| | OMNI ACCOUNT M/F 1000 HARBOR BLVD, 5TH FLOOR | | |
| | WEEHAWKEN, NJ 07086-6761 | | |
|
| | MORGAN STANLEY SMITH BARNEY | | 6.86% |
| | HARBORSIDE FINANCIAL CENTER PLAZA 2, 3RD FLOOR | | |
| | JERSEY CITY, NJ 07311 | | |
|
| | MLPF&S FOR THE SOLE BENEFIT OF | | 5.69% |
| | ITS CUSTOMERS | | |
| | 4800 DEER LAKE DR E, FL 2 | | |
| | JACKSONVILLE, FL 32246-6484 | | |
Class | | Name & Address | | Percent Owned |
Class R6 | | NFS LLC | | 75.90% |
| | FBO THE PRIVATE BANK AND | | |
| | TRUST CO | | |
| | 120 S LA SALLE ST, FL 7 | | |
| | CHICAGO, IL 60603-3403 | | |
|
| | NFS LLC FEBO FIIOC AS AGENT FOR QUALIFIED EMPLOYEE BENEFIT PLANS (401K) | | 22.54% |
| | FINOPS-IC FUNDS | | |
| | 100 MAGELLAN WAY # KW1C | | |
| | COVINGTON, KY 41015-1987 | | |
As of August 31, 2016, the Trustees and officers, as a group, owned less than 1% of each class of shares of the Fund.
Outstanding Shares
There were 56,203,122 Institutional Class shares, 7,102,085 Class A shares, 4,881,993 Class C shares and 331,936 Class R6 shares of the Fund issued and outstanding as of September 9, 2016. Each share shall be entitled to one vote on any matter in which it is entitled to vote.
Document Delivery. Please note that only one annual report or information statement may be delivered to two or more shareholders of the Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of an annual report or information statement, or for instructions as to how to request a separate copy of such documents or as to how to request a single copy if multiple copies of such documents are received, shareholders should contact the Fund at 605 Third Avenue, New York, New York 10158-0180 or 1-800-877-9700.
R0202 09/16