EXHIBIT 10(a)(1)
CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
SENIOR FINANCIAL OFFICERS OF NEUBERGER BERMAN FUNDS
I. COVERED OFFICERS/PURPOSE OF THE CODE
This code of ethics ("Code") for the registered investment companies within the
Neuberger Berman Fund complex (each, a "Company") applies to each Company's
Principal Executive Officer, Principal Financial Officer and Principal
Accounting Officer (the "Covered Officers," each of whom is listed in Exhibit
A). The purpose of the Code is to promote:
o honest and ethical conduct, including the ethical handling of actual or
apparent conflicts of interest between personal and professional
relationships;
o full, fair, accurate, timely and understandable disclosure in reports
and documents that a Company files with, or submits to, the Securities
and Exchange Commission ("SEC") and in other public communications made
by the Company;
o compliance with applicable laws and governmental rules and regulations;
o the prompt internal reporting of violations of the Code to an
appropriate person or persons identified in the Code; and
o accountability for adherence to the Code.
II. COVERED OFFICERS SHOULD HANDLE ETHICALLY ACTUAL, POTENTIAL AND APPARENT
CONFLICTS OF INTEREST
OVERVIEW. Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual,
potential and apparent conflicts of interest.
An "actual conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his or her service to, the
Company. For example, a conflict of interest would arise if a Covered Officer,
or a member of his or her family, receives improper personal benefits as a
result of his or her position with the Company.
A "potential conflict of interest" occurs when a Covered Officer's private
interest is such that it might, under certain circumstances, interfere with the
interests of the Company or the Officer's service to the Company, but those
circumstances do not now exist.
Appearances may create an "apparent conflict of interest" even when an
actual conflict does not exist. For example, an apparent conflict may exist if a
Covered Officer owns a thinly traded security that a series of a Company (a
"Fund") is buying, even if there is no actual conflict of interest.
Certain actual or potential conflicts of interest may arise out of the
relationships between Covered Officers and the Company and already are subject
to conflict of interest provisions in the Investment Company Act of 1940
("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment
Advisers Act"). For example, Covered Officers may not individually engage in
certain transactions (such as the purchase or sale of securities or other
property) with a Fund because of their status as "affiliated persons" of the
Company. The compliance programs and procedures of Neuberger Berman Management
Inc., Neuberger Berman, LLC (collectively referred to as the "investment
adviser") and each Company are designed to prevent, or identify and correct,
violations of these provisions. This Code does not, and is not intended to,
repeat or replace these programs and procedures, and such conflicts fall outside
of the parameters of this Code.
Although typically not presenting an opportunity for improper personal
benefit, actual or potential conflicts may arise from, or as a result of, the
contractual relationship between the Company and the investment adviser of which
the Covered Officers are also officers or employees. As a result, this Code
recognizes that the Covered Officers will, in the normal course of their duties
(whether formally for the Company or for the investment adviser, or for both),
be involved in establishing policies and implementing decisions that will have
different effects on the adviser and the Company. The participation of the
Covered Officers in such activities is inherent in the contractual relationship
between the Company and the investment adviser and is consistent with the
performance by the Covered Officers of their duties as officers of the Company.
Thus, if performed in conformity with the provisions of the Investment Company
Act and the Investment Advisers Act, such activities will be deemed to have been
handled ethically. In addition, it is recognized by the Companies' Boards of
Trustees/Directors ("Boards") that the Covered Officers may also be officers or
employees of one or more other investment companies covered by this or other
codes.
Other conflicts of interest are covered by the Code, even if such conflicts
of interest are not subject to provisions in the Investment Company Act and the
Investment Advisers Act. The overarching principle is that the personal interest
of a Covered Officer should not be placed improperly before the interest of the
Company. The following list provides examples of conflicts of interest under the
Code, but Covered Officers should keep in mind that these examples are not
exhaustive.
Each Covered Officer must not:
o use his or her personal influence or personal relationships improperly
to influence investment decisions or financial reporting by the
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Company, as for example where the Covered Officer would benefit
personally to the detriment of the Company;
o cause the Company to take action, or fail to take action, for the
individual personal benefit of the Covered Officer rather than the
benefit the Company;
o retaliate against any other Covered Officer, or any employee of a
Company, its service providers, or the affiliated persons of any of
them, for good faith reports of potential violations of this Code.
There are some actual or potential conflict of interest situations that
should always be approved by the Company's Chief Legal Officer1 if material.
Covered Officers are encouraged to discuss with the Chief Legal Officer any
potential conflict the materiality of which is uncertain. Examples of reportable
conflicts include:
o service as a director on the board of any public or private company,
other than the Companies, their investment adviser, and its affiliates;
o the receipt of any non-nominal gifts, i.e., those in excess of $100;
o the receipt of any entertainment from any company with which the
Company has current or prospective business dealings unless such
entertainment is business-related, reasonable in cost, appropriate as
to time and place, and not so frequent as to raise any question of
impropriety;
o any ownership interest in, or any consulting or employment relationship
with, any of the Company's service providers, other than its investment
adviser or any affiliated person thereof; and
o a direct or indirect financial interest in commissions, transaction
charges or spreads paid by the Company for effecting portfolio
transactions or for selling or redeeming shares other than an interest
arising from the Covered Officer's employment, such as compensation or
equity ownership.
III. DISCLOSURE AND COMPLIANCE
o Each Covered Officer must familiarize himself or herself with the
disclosure requirements generally applicable to the Company and the
Company's Disclosure Controls and Procedures;
o each Covered Officer must not knowingly misrepresent, or cause others
to misrepresent, facts about the Company to others, whether within or
outside the Company, including to the Company's trustees/directors and
auditors, and to governmental regulators and self-regulatory
organizations;
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1 The Board of each Company has appointed Philip R. Carroll as Chief Legal
Officer.
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o each Covered Officer should, to the extent appropriate within his or
her area of responsibility, consult with other officers and employees
of the Companies and the adviser with the goal of promoting full, fair,
accurate, timely and understandable disclosure in the reports and
documents the Companies file with, or submit to, the SEC and in other
public communications made by the Companies; and
o each Covered Officer should promote compliance with the standards and
restrictions imposed by applicable laws, rules and regulations.
IV. Reporting and Accountability
Each Covered Officer must:
o upon adoption of the Code (or thereafter as applicable, upon becoming a
Covered Officer), affirm in writing to the Board that he or she has
received, read, and understands the Code;
o annually thereafter affirm to the Board that he or she has complied
with the requirements of the Code;
o report on the Company's Questionnaire for Trustees/Directors and
Officers, where responsive to appropriate questions, all categories of
affiliations or other relationships giving rise to actual or potential
conflicts of interest; and
o notify the Chief Legal Officer promptly if he or she is aware of facts
and circumstances that he or she knows are a violation of this Code.
Failure to do so is itself a violation of this Code.
The Chief Legal Officer is responsible for applying this Code to specific
situations in which questions are presented under it and has the authority to
interpret this Code in any particular situation.2 However, any approvals or
waivers3 sought by the Principal Executive Officer will be considered by the
Independent Trustees/ Directors of the affected Company (the "Committee").
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2 The Chief Legal Officer is authorized to consult, as appropriate, with
counsel to the Company and counsel to the Independent Trustees/Directors,
and is encouraged to do so.
3 Item 2 of Form N-CSR defines "waiver" as "the approval by the registrant of
a material departure from a provision of the code of ethics" and "implicit
waiver" as "the registrant's failure to take action within a reasonable
period of time regarding a material departure from a provision of the code
of ethics that has been made known to an executive officer" of the
registrant. Both waivers and implicit waivers must be disclosed publicly.
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The Companies will follow these procedures in investigating and enforcing
this Code:
o The Chief Legal Officer will take all appropriate action to investigate
any potential violations reported to him or her.
o The Chief Legal Officer will report to the Committee the outcome of the
investigation, including the facts of the initial report, the scope and
outcome of the investigation, and whether or not the Chief Legal
Officer believes that a violation occurred.
o The person who initially reported the matter will be informed that the
matter has been investigated and reported to the Committee.
o If the Committee concurs that a violation has occurred, it will inform
and make a recommendation to the Board, which will consider appropriate
action, which may include review of, and appropriate modifications to,
applicable policies and procedures; notification to appropriate
personnel of the investment adviser or its board; or a recommendation
to dismiss the Covered Officer.
o The Committee will be responsible for granting waivers, as appropriate.
o Any changes to or waivers of this Code will, to the extent required, be
disclosed as provided by SEC rules.
V. OTHER POLICIES AND PROCEDURES
This Code shall be the sole code of ethics adopted by the Companies for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Companies, the investment adviser, the Companies'
principal underwriter, or other service providers purport to apply a lesser
standard to the behavior or activities of the Covered Officers, they are
superseded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Companies' and the investment adviser's codes of
ethics under Rule 17j-l under the Investment Company Act and the investment
adviser's more detailed policies and procedures set forth in Neuberger Berman
Management Inc.'s Compliance Manual are separate requirements applying to the
Covered Officers and others, and are not preempted by this Code.
VI. AMENDMENTS
Any amendments to this Code, other than amendments to Exhibit A, must be
approved or ratified by a majority vote of the Board, including a majority of
Independent Trustees/Directors.
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VII. CONFIDENTIALITY
All reports and records prepared or maintained pursuant to this Code will
be considered confidential and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such matters shall not be
disclosed to anyone other than the appropriate Company, its Board (and any
Committee of the Board) and their counsel.
VIII. INTERNAL USE
The Code is intended solely for internal use by the Companies and does
not constitute an admission, by or on behalf of any Company, as to any fact,
circumstance, or legal conclusion.
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EXHIBIT A
Persons Covered by this Code of Ethics:
Peter E. Sundman, Chairman and Chief Executive Officer
Barbara Muinos, Treasurer and Principal Financial and Accounting Officer
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