Neuberger Berman, LLC - s. 147

Headnote

Section 147 of the Act -- Registrant registeredin the categories of international advisor and internationaldealer under the Act -- section 4.1 of Rule 35-502 -- Registrantexempt from the requirement in subsection 21.10(3) of the Actthat it file annual audited financial statements prepared inaccordance with Canadian GAAP with the Commission.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as amended,ss. 21.10(3), 147.

Rules Cited

Ontario Securities Commission Rule 35-502 --Non Resident Registrant, s. 4.1.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, AS AMENDED (THE"ACT")

AND

RULE 35-502

MADE UNDER THE SECURITIESACT,

R.R.O. 1990 (THE "RULE")

AND

IN THE MATTER OF

NEUBERGER BERMAN, LLC

ORDER

(Section 147 of the Act)

UPON the application of Neuberger Berman,LLC ("the Registrant") to the Ontario Securities Commission(the "Commission") for an order pursuant to section147 of the Act that the Registrant be exempt from the requirementunder subsection 21.10(3) of the Act relating to the filingof financial statements prepared in accordance with Canadiangenerally accepted accounting principles ("Canadian GAAP");

AND UPON considering the applicationand the recommendation of staff of the Commission;

AND UPON the Registrant having representedto the Commission that:

1. The Registrant is registered with the Commissionas an adviser in the category of international adviser (investmentcounsel and portfolio manager) and as a dealer in the categoryof international dealer.

2. The Registrant is a limited liability corporationorganized under the laws of the State of Delaware and havingits principal place of business at 605 Third Avenue, New York,NY 10158. The Registrant is a security trading and brokeragefirm and is registered as an investment adviser and as a broker-dealerwith the United States Securities and Exchange Commissionand is also a member of the National Association of SecuritiesDealers and the New York Stock Exchange. Neuberger is alsoregistered as a commodity pool operator, a commodity tradingadviser and a futures commission merchant with the CommodityFutures Trading Commission and is regulated by the NationalFutures Association. Neuberger is a member of the SecuritiesInvestor Protection Corporation (SIPC).

3. Pursuant to Section 4.1 of the Rule aninternational adviser may apply in an abbreviated manner foran exemption from the requirement to file annual audited financialstatements prepared in accordance with Canadian GAAP as requiredunder subsection 21.10(3) of the Act only if it is not registeredin any category of registration in addition to internationaladviser. As the Registrant is registered with the Commissionunder both the categories of international adviser (investmentcounsel and portfolio manager) and international dealer, itdoes not qualify to file for the exemption from the requirementto file annual audited financial statements provided for insection 4.1 of the Rule.

4. In the absence of the requested ruling,subsection 21.10(3) of the Act would require the Registrantto file with the Commission, annual audited financial statementsprepared in accordance with Canadian GAAP. The Registrantis not otherwise required to prepare its financial statementsin accordance with Canadian GAAP and is not otherwise requiredto file annual audited financial statements with the Commissionbecause it is staff practice to not require a registrant whois registered in Ontario solely in the category of internationaldealer to provide annual financial statements.

5. The requirement to prepare annual auditedfinancial statements in accordance with Canadian GAAP willbe expensive and time-consuming for the Registrant and willplace unnecessary compliance burdens on the Registrant.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest;

IT IS ORDERED, pursuant to section 147of the Act, that, for so long as the Registrant is registeredonly in the categories of international adviser and internationaldealer under the Act, the Registrant is exempt from the requirementunder subsection 21.10(3) of the Act that it file annual auditedfinancial statements prepared in accordance with Canadian GAAPwith the Commission in connection with its registration as anadviser in the category of international adviser in Ontario.

June 10, 2003.