Placing and Offer for Subscription for a target issue in excess of 100,000,000 worth of C Shares at an issue price of 1.00 per Sterling C Share

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1 Proof 3: THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you shoud take or the contents of this document, you are recommended to seek your own independent financia advice immediatey from your stockbroker, bank, ega adviser, accountant, or other appropriate independent financia adviser, who is authorised under the Financia Services and Markets Act 2000 (the FSMA ) if you are in the United Kingdom, or from another appropriatey authorised independent financia adviser if you are in a territory outside the United Kingdom. A copy of this document, which comprises a Prospectus reating to NB Goba Foating Rate Income Fund Limited (the Company ) in connection with the Issue of C Shares in the Company and the admission to trading of such C Shares to the standard segment of the Officia List of the UK Listing Authority and to be admitted to trading on the London Stock Exchange s main market for isted securities, prepared in accordance with the Prospectus Rues of the UK Listing Authority made pursuant to section 73A of the FSMA, has been fied with the Financia Services Authority in accordance with Rue 3.2 of the Prospectus Rues. The C Shares are ony suitabe for investors (i) who understand the potentia risk of capita oss and that there may be imited iquidity in the underying investments of the Company; (ii) for whom an investment in the C Shares is part of a diversified investment programme; and (iii) who fuy understand and are wiing to assume the risks invoved in such an investment programme. Accordingy typica investors in the Company are expected to be institutiona, professiona and high net worth investors, private cient fund managers and brokers and other investors who understand the risks invoved in investing in the Company and/or who have received advice from their fund manager or broker regarding investment in the Company. Appications wi be made for the Issue Shares to be admitted to the standard segment of the Officia List of the UK Listing Authority and to be admitted to trading on the London Stock Exchange s main market for isted securities. It is expected that Admission wi become effective and that deaings in the Issue Shares which are the subject of the Issue wi commence on 26 March It shoud be remembered that the price of the Issue Shares and the income from them can go down as we as up. The Company and the Directors, whose names appear on page 47 of this document, accept responsibiity for the information contained in this document. To the best of the knowedge and beief of the Company and the Directors (who have taken a reasonabe care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything ikey to affect the import of such information. The Investment Managers accept responsibiity for the information contained in this document attributed to them. To the best of the knowedge of the Investment Managers, who have taken a reasonabe care to ensure that such is the case, the information contained in this document attributed to them is in accordance with the facts and contains no omission ikey to affect its import. Capitaised terms contained in this document sha have the meanings set out in Part XII of this document. The attention of potentia investors is drawn to the Risk Factors set out on pages 17 to 32 of this document. The atest time and date for appications under the Offer is 1100 hours on 19 March Further detais of the Issue are set out in Part VIII of this Prospectus. NB GLOBAL FLOATING RATE INCOME FUND LIMITED (a non-ceuar company imited by shares incorporated under the aws of Guernsey with registered number 53155) Pacing and Offer for Subscription for a target issue in excess of 100,000,000 worth of C Shares at an issue price of 1.00 per Stering C Share Investment Manager Neuberger Berman Europe Limited Soe Sponsor Orie Securities Limited Sub-Investment Manager Neuberger Berman Fixed Income LLC Joint Financia Advisers and Joint Bookrunners Orie Securities Limited and Dexion Capita pc This document does not constitute an offer to se, or the soicitation of an offer to acquire or subscribe for, Issue Shares in any jurisdiction where such an offer or soicitation is unawfu or woud impose any unfufied registration, quaification, pubication or approva requirements on the Company or the Investment Managers. The offer and sae of Issue Shares have not been and wi not be registered under the appicabe securities aws of the United States, Austraia, Canada or Japan. The Issue Shares may not be offered or sod within the United States, Austraia, Canada or Japan, to any U.S. person ( U.S. Person as defined in Reguation S under the U.S. Securities Act of 1933, as amended, (the U.S. Securities Act )), or to any nationa, resident or citizen of Austraia, Canada or Japan.

2 c107979_a4_pu010 Proof 3: A4_VERSION_B/L The Issue Shares have not been and wi not be registered under the U.S. Securities Act or with any securities reguatory authority of any state or other jurisdiction of the United States and the Issue Shares may not be offered, sod, exercised, resod, transferred or deivered, directy or indirecty, into or within the United States or to, or for the account or benefit of, U.S. Persons. There wi be no pubic offer of the Issue Shares in the United States, and this document shoud not be distributed or forwarded into the United States or to U.S. Persons. The Company has not been and wi not be registered under the U.S. Investment Company Act of 1940, as amended, (the U.S. Investment Company Act ) and investors wi not be entited to the benefits of the U.S. Investment Company Act. Neither the U.S. Securities and Exchange Commission (the SEC ) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this document. Any representation to the contrary is a crimina offence in the United States. The Issue Shares are being offered and sod outside the United States to persons who are not U.S. Persons in reiance on Reguation S under the U.S. Securities Act. In addition, prospective investors shoud note that, except with the express written consent of the Company given in respect of an investment in the Company, the Issue Shares may not be acquired by (i) investors using assets of (A) an empoyee benefit pan as defined in Section 3(3) of ERISA that is subject to Tite I of the United States Empoyee Retirement Income Security Act of 1974, as amended ( ERISA ); (B) a pan as defined in Section 4975 of the United States Interna Revenue Code of 1986, as amended (the U.S. Tax Code ), incuding an individua retirement account or other arrangement that is subject to Section 4975 of the U.S. Tax Code; or (C) an entity which is deemed to hod the assets of any of the foregoing types of pans, accounts or arrangements that is subject to Tite I of ERISA or Section 4975 of the U.S. Tax Code or (ii) a governmenta, church, non- U.S. or other empoyee benefit pan that is subject to any federa, state, oca or non-u.s. aw that is substantiay simiar to the provisions of Tite I of ERISA or Section 4975 of the U.S. Tax Code, uness its purchase, hoding, and disposition of the Issue Shares wi not constitute or resut in a non-exempt vioation of any such substantiay simiar aw. Investors may be required to bear the financia risks of their investment in the Issue Shares for an indefinite period of time. For a description of additiona restrictions on offers, saes and transfers of the Issue Shares, see Purchase and transfer restrictions beginning on page 100 of this document. Orie Securities Limited ( Orie ), which is authorised and reguated in the United Kingdom by the Financia Services Authority, is acting as Soe Sponsor, Joint Financia Adviser and Joint Bookrunner to the Company in connection with the matters described herein. Orie is acting for the Company in reation to the Pacing and no one ese and wi not be responsibe to anyone other than the Company for providing the protections afforded to its cients, nor for providing advice in reation to the Pacing, the contents of this document or any transaction or arrangement referred to herein. Dexion Capita pc ( Dexion ), which is authorised and reguated in the United Kingdom by the Financia Services Authority, is acting as Joint Financia Adviser and Joint Bookrunner to the Company in connection with the matters described herein. Dexion is acting for the Company in reation to the Pacing and no one ese and wi not be responsibe to anyone other than the Company for providing the protections afforded to its cients, nor for providing advice in reation to the Pacing, the contents of this document or any transaction or arrangement referred to herein. Prospective investors shoud rey ony on the information in this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be reied on as having been authorised by the Company, the Investment Managers, Orie or Dexion. Without prejudice to the Company s obigations under the Prospectus Rues, neither the deivery of this document nor any subscription or purchase of Issue Shares made pursuant to this document sha, under any circumstances, create any impication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this document. Apart from the responsibiities and iabiities, if any, which may be imposed on each of Orie or Dexion by FSMA or the reguatory regime estabished thereunder, none of Orie or Dexion accepts any responsibiity whatsoever for the contents of this document or for any other statement made or purported to be made by it, or on its behaf, in connection with the Company, the Investment Managers, the C Shares or the Issue. Each of Orie and Dexion accordingy discaims a and any iabiity whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of such document or any such statement. The contents of this document are not to be construed as ega, financia, business, investment or tax advice. Prospective investors shoud consut their own ega adviser, financia adviser or tax adviser for ega, financia or tax advice. Prospective investors must inform themseves as to: (a) the ega requirements within their own countries for the purchase, hoding, transfer, redemption or other disposa of the Issue Shares; (b) any foreign exchange restrictions appicabe to the purchase, hoding, transfer, redemption or other disposa of the Issue Shares which they might encounter; and (c) the income and other tax consequences which may appy in their own 2

3 c107979_a4_pu010 Proof 3: A4_VERSION_B/L countries as a resut of the purchase, hoding, transfer, redemption or other disposa of the Issue Shares. Prospective investors must rey on their own representatives, incuding their own ega advisers and accountants, as to ega, tax, investment, or any other reated matters concerning the Company and an investment therein. In connection with the Pacing, each of Orie and Dexion and any of their Affiiates acting as an investor for its or their own account(s), may subscribe for the Issue Shares and, in that capacity, may retain, purchase, se, offer to se or otherwise dea for its or their own account(s) in such securities of the Company, any other securities of the Company or other reated investments in connection with the Pacing or otherwise. Accordingy, references in this document to the Issue Shares being issued, offered, subscribed or otherwise deat with, shoud be read as incuding any issue or offer to, or subscription or deaing by, Orie, Dexion and any of their Affiiates acting as an investor for its or their own account(s). None of Orie, Dexion or any of their affiiates intends to discose the extent of any such investment or transactions otherwise than in accordance with any ega or reguatory obigation to do so. This document is dated 19 February

4 c107979_a4_pu010 Proof 3: A4_VERSION_B/L Contents Page SUMMARY...5 RISK FACTORS...17 IMPORTANT NOTICES...33 CONSEQUENCES OF A STANDARD LISTING OF THE ISSUE SHARES...44 EXPECTED TIMETABLE...45 ISSUE STATISTICS...46 DIRECTORS, INVESTMENT MANAGERS AND ADVISERS...47 PART I INFORMATION ON THE COMPANY...49 PART II THE PORTFOLIO...60 PART III OVERVIEW AND OUTLOOK ON THE FLOATING RATE LOAN MARKET...64 PART IV INVESTMENT MANAGERS, PROCESS AND STRATEGY...71 PART V DIRECTORS, MANAGEMENT AND ADMINISTRATION...78 PART VI C SHARES...85 PART VII FINANCIAL INFORMATION...93 PART VIII ISSUE ARRANGEMENTS...97 PART IX ADDITIONAL INFORMATION PART X TERMS AND CONDITIONS OF THE PLACING BY ORIEL AND DEXION PART XI TERMS AND CONDITIONS OF THE OFFER PART XII GLOSSARY OF SELECTED TERMS

5 c107979_a4_pu020 Proof 3: A4_VERSION_B/L Summary Summaries are made up of discosure requirements known as Eements. These eements are numbered in Sections A E (A.1 E.7). This summary contains a the Eements required to be incuded in a summary for this type of securities and issuer. Because some Eements are not required to be addressed, there may be gaps in the numbering sequence of the Eements. Even though an Eement may be required to be inserted in the summary because of the type of securities and issuer, it is possibe that no reevant information can be given regarding the Eement. In this case a short description of the Eement is incuded in the summary with the mention of not appicabe. Section A Introduction and warnings Eement Discosure requirement Discosure A1 Warning This summary shoud be read as an introduction to the Prospectus. Any decision to invest in the C Shares shoud be based on consideration of the Prospectus as a whoe by the investor. Where a caim reating to the information contained in the Prospectus is brought before a court, the paintiff investor might, under the nationa egisation of the Member States, have to bear the costs of transating the Prospectus before the ega proceedings are initiated. Civi iabiity attaches ony to those persons who have tabed the summary incuding any transation thereof, but ony if the summary is miseading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the C Shares. A2 Consent for Resae Not Appicabe. The Company has not given its consent to the use of the Prospectus for subsequent resae or fina pacement of securities by financia intermediaries. Section B Issuer Eement Discosure requirement Discosure B1 Lega and commercia name NB Goba Foating Rate Income Fund Limited (the Company ). B2 Domicie and ega form The Company is a non-ceuar company imited by shares incorporated in Guernsey and has been decared by the Guernsey Financia Services Commission to be a registered cosed-ended coective investment scheme. B5 Group description The Company is the top hoding company in the Group. For the purposes of efficient portfoio management, the Company has estabished a whoy-owned Luxembourg incorporated subsidiary, NB Goba Foating Rate Income Fund (Lux) 1 S.à r.. which in turn hods a whoy-owned subsidiary, NB Goba Foating Rate Income Fund (Lux) 2 S.à r.. which has been incorporated for the purpose of hoding oans. B6 Notifiabe interests / voting rights Not appicabe. No interest in the Company s capita or voting rights is notifiabe under the Company s nationa aw. As at 14 February 2013 (the atest practicabe date prior to the pubication of this document), to the extent known to the Company, it is not directy or indirecty owned or controed by any person and there are no arrangements known to the Company which may subsequenty resut in a change of contro of the Company. 5 Summary

6 c107979_a4_pu020 Proof 3: A4_VERSION_B/L As at the date hereof, insofar as is known to the Company, the foowing persons are directy or indirecty interested in 5 per cent. or more of the Company s tota voting rights: % Company s tota voting Name rights BackRock 11.35% Newton Investment Management 9.95% Rathbones 5.09% Baiie Gifford 5.46% Brewin Dophin 5.38% Sharehoders hoding U.S. Doar Shares have different voting rights to Sharehoders hoding Stering Shares. Save in certain imited circumstances, the C Shares wi have no voting rights. B7 Key financia information Consoidated statement of assets and iabiities Assets 31 December 2011 (audited) 30 June 2011 (unaudited) 30 June 2012 (unaudited) Investments, at fair vaue (cost of US$669,860,803) US$646,979,109 US$404,431,827 US$668,213,876 Cash and cash equivaents US$64,317,731 US$177,747,539 US$17,839,830 Other assets US$23,738,079 US$4,652,875 US$63,933,438 Tota assets US$735,034,919 US$586,832,241 US$749,987,144 Tota iabiities US$73,291,345 US$99,309,168 US$61,364,008 Tota net assets US$661,743,574 US$487,523,073 US$688,623,136 Net asset vaue per ordinary share USD series of ordinary shares US$ US$ US$ GBP series of ordinary shares USD series of C shares US$ GBP series of C shares Consoidated statement of operations Interest income US$16,735,433 US$2,757,107 US$21,837,198 Expenses US$4,217,923 US$1,203,950 US$3,531,361 Net Income US$12,536,524 US$1,553,157 US$20,464,271 Net reaised and unreaised osses US$(39,888,935) US$(12,052,878) US$20,944,025 Net decrease in net assets resuting from operations US$(27,352,411) US$(10,499,721) US$41,408,296 The key audited figures in respect of the financia year ended 31 December 2011 and the key unaudited figures with respect to the financia period ended 30 June 2011 and the financia period from 1 January 2012 to 30 June 2012 as set out above summarise the financia condition of the Company and have been extracted without materia adjustment from the historica financia information which has been incorporated by reference into this document. Investors shoud read the whoe of such report and not rey soey on such key or summarised information. There have been the foowing significant changes in the financia or trading position of the Group since its incorporation: (1) on 15 Apri 2011, the Company raised gross proceeds of US$507 miion by way of a pacing and offer for subscription of Shares; (2) on 30 September 2011, the Company raised gross proceeds of US$187 miion by means of a pacing and offer for subscription of C Shares; (3) on 9 December 2011, the Company paid a dividend of US$ per US Doar Share and per Stering Share; (4) on 10 February 2012, the Company paid a dividend of US$ per US Doar C Share and per Stering C Share; (5) on 24 February 2012, the Company paid a dividend of US$ per US Doar Share and per Stering Share; (6) on 25 May 2012, the Company paid a dividend of US$ per US Doar Share and per Stering Share; (7) on 24 August 2012, the Company paid a dividend of US$ per US Doar Share and per Stering Share; and (8) on 23 November 2012, the Company paid a dividend of US$ per US Doar Share and per Stering Share. B8 Key pro forma financia information Not appicabe. No pro forma information incuded in this document. 6 Summary

7 c107979_a4_pu020 Proof 3: A4_VERSION_B/L B9 Profit forecast Not appicabe. No profit estimate or forecast is made. B10 B11 B34 Description of the nature of any quaifications in the audit report on the historica financia information Expanation if working capita not sufficient for present requirements Investment objective and poicy Not appicabe. There are no quaifications to the audit reports on the historica financia information. Not appicabe. The Company is of the opinion that the working capita avaiabe to the Group is sufficient for the Group s present requirements, that is for at east the next 12 months from the date of this document. Investment objective, poicy and strategy The Company s investment objective is to provide its sharehoders with reguar dividends, at eves that are sustainabe, whist preserving the capita vaue of its investment portfoio, utiising the investment skis of the Investment Managers. To pursue its investment objective, the Company wi invest mainy in foating rate senior secured oans issued in U.S. Doars, Stering and Euros by primariy North American and European Union corporations, partnerships and other business issuers. These oans wi at the time of investment often be non-investment grade. The Company considers debt instruments to be non-investment grade if, at the time of investment, they are rated beow the four highest categories by at east two independent credit rating agencies or, if unrated, are deemed by the Investment Managers to be of comparabe quaity. The Company wi generay seek to focus on oans of issuers that the Investment Managers beieve have the abiity to generate cash fow through a fu business cyce, maintain adequate iquidity, possess an enterprise vaue in excess of senior debt and have access to both debt and equity capita. The Company may aso make investments in senior bonds on an opportunistic basis if the Investment Managers beieve that such investments are attractivey vaued up to a maximum in aggregate of 20 per cent. of the Net Asset Vaue at the time of investment, provided that no more than 10 per cent. of Net Asset Vaue may be invested in unsecured senior bonds at the time of investment. Diversification The Company s portfoio of investments is intended to represent at east 100 investments across a minimum of 20 industries, with a focus on those industries regarded as defensive. Defensive industries are those the Investment Managers beieve are ess affected by changes in economic conditions and ikey to demonstrate the strongest capita preservation. Typicay, no industry wi represent more than 15 per cent. of Net Asset Vaue at the time of investment. No singe investment wi, at the time such investment is made, represent more than 5 per cent. of Net Asset Vaue. Gearing and derivatives The Company wi not empoy gearing or derivatives of any kind for investment purposes. The Company may, from time to time, use borrowings for share buy backs and short-term iquidity purposes. The Directors wi restrict borrowing to an amount not exceeding 20 per cent. of the NAV at the time of drawdown. Derivatives may be used for hedging purposes. 7 Summary

8 c107979_a4_pu020 Proof 3: A4_VERSION_B/L B35 Borrowing imits The Directors wi restrict borrowing to an amount not exceeding 20 per cent. of the NAV at the time of drawdown. B36 Reguatory status The Company is a non-ceuar company imited by shares incorporated in Guernsey and has been decared by the Guernsey Financia Services Commission to be a registered cosed-ended coective investment scheme. The Company is reguated by the GFSC. The Company is not reguated by any reguator other than the GFSC. B37 Typica investors Typica investors in the Company are expected to be institutiona, professiona and high net worth investors, private cient fund managers and brokers and other investors who understand the risks invoved in investing in the Company and/or who have received advice from their fund manager or broker regarding investment in the Company. B38 B39 B40 B41 Investment of 20% or more in singe underying asset or investment company Investment of 40% or more in singe underying asset or investment company Appicant s service providers Reguatory status of investment manager, investment adviser and custodian Not appicabe. No investment wi represent more than 20 per cent. of the Net Asset Vaue of the Company at the time of investment. Not appicabe. No investment wi represent more than 40 per cent. of the Net Asset Vaue of the Company at the time of investment. Investment Managers The Company is managed by Neuberger Berman Europe Limited, which has deegated certain of its responsibiities and functions to the subinvestment manager, Neuberger Berman Fixed Income LLC (together, the Investment Managers ). Neuberger Berman Europe Limited is entited to a management fee which is cacuated and accrued daiy at a rate equivaent to 0.75 per cent. of NAV per annum. The management fee is payabe quartery in arrear. Administrator Under the terms of the Administration and Custody Agreement, the Administrator is entited to various fees, incuding an accounting fee, annua company secretaria fee oan administration fee and settement and custody fees. It is currenty expected that these fees wi not exceed 0.2 per cent. of Net Asset Vaue in any year. Registrar The Registrar is entited to an annua fee from the Company equa to 2 per sharehoder per annum or part thereof; with a minimum of 9,000 per annum per cass of Shares. Other registrar activity wi be charged for in accordance with the Registrar s norma tariff as pubished from time to time. Directors The Directors are remunerated for their services at a fee of 25,000 per annum ( 35,000 for the Chairman). In addition, the chairman of the Audit Committee receives an additiona 5,000 for his services in this roe. The investment manager of the Company is Neuberger Berman Europe Limited, a company incorporated in Engand and Waes with registered number and authorised and reguated by the Financia Services Authority. 8 Summary

9 c107979_a4_pu020 Proof 3: A4_VERSION_B/L B42 Cacuation of Net Asset Vaue The Company pubishes its estimate of the Net Asset Vaue per Share of each cass of Ordinary Shares on a daiy basis. The Company intends to pubish the Net Asset Vaue per Share of the C Shares on a daiy basis. The Net Asset Vaue per Share of each cass wi be pubished in the currency in which such Shares are denominated and wi be pubished by RIS announcement and be avaiabe on the website of the Company. B43 Cross iabiity Not appicabe. The Company has no cross iabiity between casses or investment in another coective investment undertaking. B44 No financia statements have been made up Pease see B7 above. Not appicabe. The Company has commenced operations and financia information is incuded in this Prospectus. B45 Portfoio Since IPO Admission, the Investment Managers have fuy depoyed the Company s net assets. The Portfoio, incuding cash, as at 12 February : * hed 167 investments across 130 different issuers; * was spit approximatey 88 per cent. U.S. Doars, 4 per cent. Euro and 3 per cent. Stering denominated assets; * was diversified across 31 industries with no industry representing over 11 per cent. of the Portfoio; * had opportunisticay aocated around 10 per cent. of the Portfoio to bonds, out of the 20 per cent aowabe; secured bonds account for approximatey 9 per cent. of the Portfoio; * had a gross yied of 5.46 per cent.; and * was invested primariy in Ba (36 per cent.) and B (56 per cent.) rated investments. B46 Net Asset Vaue As at 14 February 2013 (the atest practicabe date prior to the pubication of this Prospectus) the Net Asset Vaue per Stering Share was and the Net Asset Vaue per US Doar Share was US$ Section C Securities Eement Discosure requirement Discosure C1 C2 Type and cass of securities Currency of the securities issue Pursuant to the Issue, the C Shares, which are redeemabe ordinary shares of no par vaue in the capita of the Company issued and designated as C Shares are being offered and admitted to trading on the Main Market. The ISIN for the C Shares is GG00B818G440. Stering. 1 There has been no materia change to the Portfoio as at the date of this Prospectus. 9 Summary

10 c107979_a4_pu020 Proof 3: A4_VERSION_B/L C3 Number of securities in issue The foowing tabe shows the issued ordinary share capita of the Company (which is fuy paid up) as at 14 February 2013 (being the atest practicabe date prior to the pubication of this Prospectus): Number of Shares Stering Shares 409,547,275 U.S. Doar Shares 63,492,060 Not appicabe. There are no non-paid up Shares in issue. The Shares have no par vaue. C4 Description of the rights attaching to the securities The C Shares wi convert into Ordinary Shares at the Conversion Time and accordingy, Sharehoders wi, foowing such conversion, have the rights attaching to the Ordinary Shares. Dividends and other distribution C Shares The hoders of any cass of C Shares wi be entited to receive such dividends as the Directors may resove to pay to such hoders out of the assets attributabe to such cass of C Shares (as determined by the Directors). Ordinary Shares Subject to the rights of any Shares which may be issued with specia rights or privieges, the Shares of each cass carry the right to receive a income of the Company attributabe to the Shares, and to participate in any distribution of such income made by the Company, pro rata to the reative Net Asset Vaues of each of the casses of Shares, and within each such cass such income sha be divided pari passu among the hoders of Shares of that cass in proportion to the number of Shares of such cass hed by them. Voting Rights C Shares The C Shares wi carry no rights to vote at genera meetings of the Company (save in certain imited circumstances). Ordinary Shares Subject to any specia rights, restrictions or prohibitions as regards voting for the time being attached to any Shares, hoders of Shares sha have the right to receive notice of and to attend and vote at genera meetings of the Company. Each Sharehoder being present in person or by proxy or by a duy authorised representative (if a corporation) at a meeting sha upon a show of hands have one vote and upon a po each such hoder present in person or by proxy or by a duy authorised representative (if a corporation) sha, in the case of a separate cass meeting, have one vote in respect of each Share hed by him and, in the case of a genera meeting of a Sharehoders, have (A) one vote in respect of each US Doar Share hed by him; (B) 1.6 votes in respect of each Stering Share hed by him; and (C) in respect of a Share of a cass denominated in any currency other than U.S. Doars or Stering hed by him, such number of votes per Share of such cass as sha be determined by the Directors in their absoute discretion upon the issue for the first time of Shares of the reevant cass. 10 Summary

11 C5 Restrictions on the free transferabiity of the securities. Return of Capita C Shares Hoders of C Shares wi be entited to participate in a winding-up of the Company or on a return of capita in reation to the C Share Surpus (as defined in Part VI). Ordinary Shares As to a winding-up of the Company or other return of capita (other than by way of a repurchase or redemption of Shares in accordance with the provisions of the Artices and the Companies Laws), the surpus assets of the Company attributabe to the Shares remaining after payment of a creditors sha, subject to the rights of any Shares that may be issued with specia rights or privieges, be divided amongst the hoders of Shares of each cass pro rata to the reative Net Asset Vaues of each of the casses of Shares and within each such cass such assets sha be divided pari passu among the hoders of Shares of that cass in proportion to the number of Shares of that cass hed by them. Pre-emption rights There are no provisions of Guernsey aw which confer rights of preemption in respect of the aotment and issue of shares in a Guernsey company. However, the Artices of Incorporation provide that the Company is not permitted to aot (for cash) equity securities which incude the aotment and issue of Ordinary Shares or C Shares or rights to subscribe for, or convert securities into, Ordinary Shares or C Shares) or se (for cash) any such equity securities hed in treasury, uness it sha first have offered to aot to each existing hoder of redeemabe ordinary shares in the Company on the same or more favourabe terms a proportion of those securities the aggregate vaue of which (at the proposed issue price) is as neary as practicabe equa to the proportion of the tota Net Asset Vaue of the Company represented by the redeemabe ordinary shares hed by such sharehoder. These pre-emption rights may be excuded and disappied or modified by specia resoution of the Ordinary Sharehoders. The Issue Shares have not been and wi not be registered under the U.S. Securities Act or with any securities reguatory authority of any state or other jurisdiction of the United States and the Issue Shares may not be offered, sod, exercised, resod, transferred or deivered, directy or indirecty, into or within the United States or to, or for the account or benefit of, U.S. Persons. There wi be no pubic offer of the Issue Shares in the United States, and this document shoud not be distributed or forwarded into the United States or to U.S. Persons. Moreover, the Company has not been and wi not be registered under the U.S. Investment Company Act and investors wi not be entited to the benefits of the U.S. Investment Company Act. The Shares and any beneficia interests therein may ony be transferred in an offshore transaction in accordance with Reguation S (i) to a person outside the United States who is not a U.S. Person, by prearrangement or otherwise; or (ii) to the Company or a subsidiary thereof. 11 Summary

12 c107979_a4_pu020 Proof 3: A4_VERSION_B/L C6 Admission to trading on a reguated market Appications wi be made for the Issue Shares to be admitted to the standard segment of the Officia List of the UK Listing Authority and to be admitted to trading on the London Stock Exchange s main market for isted securities (which is a reguated market). It is expected that Admission wi become effective and that deaings in the Issue Shares which are the subject of the Issue wi commence on 26 March C7 Dividend poicy In any financia year, the Company intends to pay dividends to Sharehoders equa to the cash income it receives ess its running costs paid in that year, subject to the sovency test prescribed by the Companies Law. Cash income wi comprise cash received by the Company attributabe to the running yied of the Portfoio and the income, if any, arising from cash hed by the Company pending investment or distribution. In addition, it wi aso incude a fees generated by the Portfoio, incuding, for exampe, arrangement fees from primary oans. It is anticipated that a distribution wi be made by way of an interim dividend with respect to each caendar quarter. It is expected that once a dividend has been decared, it wi be distributed to Sharehoders within two months of the quarter in respect of which the dividend was decared. Dividends wi be paid in the currency of the cass of Shares in respect of which the dividend was decared. The hoders of any cass of C Shares wi be entited to receive such dividends as the Directors may resove to pay to such hoders out of the assets attributabe to such cass of C Shares (as determined by the Directors). Section D Risks Eement Discosure requirement Discosure D1 Key information on the key risks specific to the issuer or its industry. * The Company s Target Yied is based on estimates and assumptions about a variety of factors incuding, without imitation, asset mix, vaue, voatiity, hoding periods, the terms of the investments made by the Company, performance of underying borrowers, that are inherenty subject to significant business and economic uncertainties and contingencies, and the actua rate of return may be materiay ower than the Target Yied. The Target Yied is aso based on the assumption that the Company wi be abe to impement its investment poicy and strategy successfuy as we as market conditions and the economic environment at the time of assessing the proposed Target Yied, and is therefore subject to change. * The Company may be unabe to reaise vaue from its investments and investors coud ose a or part of their investment. Investments that the Company makes may not appreciate in vaue and, in fact, may decine in vaue. A substantia component of the Investment Managers anaysis of the desirabiity of making a given investment reates to the estimated residua or recovery vaue of such investments in the event of the insovency of the issuer or the borrower. This residua or recovery vaue wi be driven primariy by the vaue of the underying assets constituting the coatera for such investment. The vaue of coatera can, however, be extremey difficut to predict and in certain market circumstances there coud be itte, if any, market for such assets. * Capita gains from the Company s investments may require significant time to materiaise or may not materiaise at a. There may be a significant period between the date that the Company makes an investment and the date that any capita gain or oss on such investment is reaised. Capita return on the Company s 12 Summary

13 c107979_a4_pu020 Proof 3: A4_VERSION_B/L investments, therefore, may not be reaised for a substantia time period, if at a. * Goba capita markets have been experiencing voatiity, disruption and instabiity. Materia changes affecting goba debt and equity capita markets may have a negative effect on the Company s business, financia condition and resuts of operations. * The success of the Company depends on the Investment Managers abiity to achieve the Company s investment objective. There can be no assurance that the Investment Managers wi be abe to do so or that the Company wi be abe to generate any investment returns for Sharehoders or indeed avoid investment osses. * The vaue of senior oans may be adversey infuenced by a number of factors (incuding, but not imited to, the financia condition of the underying borrowers, the industry in which a borrower operates, genera economic or poitica conditions, and interest rates). Furthermore, eary prepayment or defaut by a borrower may affect the vaue of the Portfoio particuary since prepayments of senior oans hed by the Company are ikey to be made during any period of decining interest rates. Such prepayments may resut in the Company repacing such oans with ower-yieding investments, eading to ower returns on the Portfoio and the Shares. * The Company may acquire different contractua rights depending on the way in which it invests in oans. Prepayments of senior oans hed by the Company are ikey to be made during any period of decining interest rates. A purchaser by way of transfer or assignment of a oan typicay has a direct contractua reationship with the borrower. Acquisition of a sub-participation interest in a oan typicay resuts in a contractua reationship ony with the ender which is participating out its interest under the oan, rather than with the borrower. * In the event of defaut under a oan, the Company wi bear a risk of oss of principa and accrued interest. In the case of secured oans, forecosure can be an expensive and engthy process which coud have a materia negative effect on the Company s anticipated return on the forecosed oan. * The Company is dependent on the expertise of the Investment Managers for the successfu impementation of its investment poicy. The Company does not have empoyees and its Directors are appointed on a non-executive basis. Athough, the Directors have overa responsibiity for the Company s activities, they have deegated responsibiity for managing the assets comprised in the Portfoio to the Investment Managers who are not required to, and generay wi not, submit individua investment decisions for the approva of the Board. A of its investment and asset management decisions wi be made by the Investment Managers and not by the Company and accordingy, the Company wi be competey reiant upon, and the success of its impementation of the investment poicy wi depend on the Investment Managers. * The Investment Managers wi source a of the Company s investments and Affiiates of the Investment Managers may participate in some of those investments, which may resut in conficts of interest. 13 Summary

14 c107979_a4_pu020 Proof 3: A4_VERSION_B/L D3 Key information on the key risks specific to the securities. * The Issue Shares may trade at a discount to NAV per Share and Sharehoders may be unabe to reaise their investments through the secondary market at NAV per Share. * The existence of a iquid market in the Issue Shares cannot be guaranteed. The number of Issue Shares to be issued pursuant to the Issue is not yet known, and, foowing the Issue, there may be a imited number of hoders of Issue Shares. Limited numbers and/or hoders of Issue Shares may mean that there is imited iquidity in such Issue Shares. * Hoders of Issue Shares have imited voting rights. The Issue Shares do not carry voting rights in reation to the eection of the Company s board of directors and generay have no voting rights, except that (i) any ateration to the memorandum of incorporation of the Company or the Artices or the passing of any resoution to wind up the Company requires the consent of the hoders of the Issue Shares by ordinary resoution (such that the hoders of Issue Shares may veto, but cannot force the Company to take, any such actions); and (ii) as may be required by Guernsey aw. * The C Share cass may be exposed to currency risk. The Issue Shares wi be denominated in Stering. Investments made by the Company wi be denominated in U.S. Doars, Stering and Euros. Therefore, the hoders of the Issue Shares may be subject to foreign currency fuctuations between the currency in which such Issue Shares are denominated and the currency of the investments made by the Company. * The Standard Listing of the Issue Shares wi afford Sharehoders a ower eve of reguatory protection than a Premium Listing, which is subject to additiona obigations under the Listing Rues in respect of those securities. * Sharehoders in certain jurisdictions may not be eigibe to participate in any Redemption Offer and to receive the cash proceeds thereof. The securities aws of certain jurisdictions, incuding the United States, restrict the Company s abiity to aow Sharehoders to participate in any Redemption Offer. Section E Offer Eement Discosure requirement Discosure E1 The tota net proceeds and an estimate of the tota expenses of the issue/offer, incuding estimated expenses charged to the investor by the issuer or the offeror. The Net Issue Proceeds wi not be known unti after the Issue and wi be dependent on investor demand. On the basis that the Company issues 100,000,000 of C Shares, the Net Issue Proceeds woud be 98,000,000 (assuming that the expenses of the Issue wi be equa to 2 per cent of the Gross Issue Proceeds). On the basis that the Company issues 500,000,000 of C Shares (the maximum amount that the Company wi raise pursuant to the Issue), the Net Issue Proceeds woud be 490,000,000 (assuming that the expenses of the Issue wi be equa to 2 per cent of the Gross Issue Proceeds). On the basis that the Company issues 1,000,000 of C Shares (the minimum amount that the Company may raise pursuant to the Issue), the Net Issue Proceeds woud be 980,000 (assuming that the expenses of the Issue wi be equa to 2 per cent of the Gross Issue Proceeds). The Company wi bear expenses reated to the Issue up to a maximum of 2 per cent. of the Gross Issue Proceeds. Such expenses sha be borne out of the proceeds of the Issue and in this manner wi be charged to the hoders of C Shares. 14 Summary

15 c107979_a4_pu020 Proof 3: A4_VERSION_B/L E2a E3 Reasons for the offer and use of proceeds Terms and Conditions of the offer The Company s investment objective is to provide its sharehoders with reguar dividends, at eves that are sustainabe, whist preserving the capita vaue of its investment portfoio, utiising the investment skis of the Investment Managers. The Company wi use the Net Issue Proceeds to impement its investment poicy. Offer An appication for Issue Shares pursuant to the Offer must be made on the Appication Form attached at Appendix A to this Prospectus or as may be otherwise pubished by the Company. By signing the Appication Form an investor: (i) offers to subscribe for such number of Issue Shares at 1.00 per Stering C Share as purchased by the subscription amount specified in the Appication Form, being a minimum of 1,000 or such esser amount as the Company may, in its absoute discretion, determine to accept; (ii) it wi submit payment in Stering in respect of the Issue Shares it subscribes for; (iii) agrees that, its appication may not be revoked; (iv) undertakes to pay the amount for the number of Issue Shares subscribed for in fu on appication; (v) authorises the Receiving Agent to procure that there be sent to it definitive certificates in respect of the number of Issue Shares for which the appication is accepted; (vi) agrees that a subscription cheques and payments wi be processed through a bank account in the name of Capita Registrars Limited re NB Goba Foating Rate Income Fund Limited opened with the Receiving Agent; (vii) agrees to give certain warranties. Any appication may be rejected in whoe or in part at the soe discretion of the Company. The contracts created by the acceptance of appications (in whoe or in part) under the Offer wi be conditiona upon: (i) Admission occurring at 0800 hours on 26 March 2013 (or such ater time or date, not being ater than 5 Apri 2013, as the Company and the Joint Bookrunners may agree); and (ii) the Sponsor and Pacing Agreement becoming otherwise unconditiona in a respects, and not being terminated in accordance with its terms before Admission becomes effective. Pacing Each Pacee which confirms its agreement (whether oray or in writing) to Orie and/or to Dexion and/or PSL to subscribe for Issue Shares under the Pacing wi be bound by these terms and conditions and wi be deemed to have accepted them. The Company and/or Orie and/or Dexion may require any Pacee to agree to such further terms and/or conditions and/or give such additiona warranties and/or representations as it (in its absoute discretion) sees fit and/or may require any such Pacee to execute a separate pacing etter (a Pacing Letter ). Conditiona on: (i) Admission occurring and becoming effective by 0800 hours (London time) on or prior to 26 March 2013 (or such ater time and/ or date, not being ater than 5 Apri 2013, as the Company, the Investment Managers, Orie and Dexion may agree); (ii) the Sponsor and Pacing Agreement becoming otherwise unconditiona in a respects and not having been terminated on or before 26 March 2013 (or such ater time and/or date, not being ater than 5 Apri 2013 as the parties thereto may agree); and (iii) Orie and/or Dexion confirming to the Pacees their aocation of Issue Shares, a Pacee agrees to become a member of the Company and agrees to subscribe for those Issue Shares aocated to it by Orie and/or Dexion at the Issue Price. 15 Summary

16 c107979_a4_pu020 Proof 3: A4_VERSION_B/L Each Pacee must pay the Issue Price for the Issue Shares issued to the Pacee in the manner and by the time directed by Orie and/or Dexion. If any Pacee fais to pay as so directed and/or by the time required, the reevant Pacee s appication for Issue Shares sha be rejected. By agreeing to subscribe for Issue Shares, each Pacee which enters into a commitment to subscribe for Issue Shares wi (for itsef and any person(s) procured by it to subscribe for Issue Shares and any nominee(s) for any such person(s)) be deemed to give certain representations and warranties to each of the Company, the Investment Managers, the Registrar, Orie, Dexion and PSL. E4 Materia interests Not appicabe. No interest is materia to the Issue. E5 Name of person or entity offering to se securities NB Goba Foating Rate Income Fund Limited. Not appicabe. There are no ock-up agreements in pace. E6 Diution The Issue is not being made on a pre-emptive basis and existing Sharehoders may participate in the Issue on the same terms as any other third party investor. Therefore, Sharehoders who choose not to participate in the Issue for an amount at east pro-rata to their hoding wi have their percentage hoding diuted foowing conversion of C Shares to Ordinary Shares. E7 Estimated expenses charged to the investor by the issuer or the offeror The Company wi bear expenses reated to the Issue up to a maximum of 2 per cent. of the Gross Issue Proceeds. Such expenses sha be borne out of the proceeds of the Issue and in this manner wi be charged to the hoders of C Shares. 16 Summary

17 c107979_a4_pu030 Proof 3: A4_VERSION_B/L Risk Factors An investment in the Company and more specificay the Issue Shares carries a number of risks, incuding the risk that the entire investment may be ost. In addition to a other information set out in this Prospectus, the foowing specific factors shoud be considered when deciding whether to make an investment in the Issue Shares. The risks set out beow are those which are considered to be the materia risks reating to an investment in the Issue Shares and the Company but are not the ony risks reating to the Issue Shares or the Company. No assurance can be given that Sharehoders wi reaise profit on, or recover the vaue of, their investment in the Issue Shares. It shoud be remembered that the price of Issue Shares and the income from them can go down as we as up. The Issue Shares are ony suitabe for investors who understand the risk of capita oss and that there may be imited iquidity in the underying investments of the Company and in the Issue Shares, for whom an investment in the Issue Shares woud be of a ong-term nature and constitute part of a diversified investment portfoio and who understand and are wiing to assume the risks invoved in investing in the Issue Shares. Additiona risks and uncertainties of which the Company is presenty unaware or that the Company currenty beieves are immateria may aso adversey affect its business, financia condition, resuts of operations or the vaue of the Issue Shares. Potentia investors in the Issue Shares shoud review this Prospectus carefuy and in its entirety and consut with their professiona advisers prior to making an appication to subscribe for Issue Shares. Defined terms used in the risk factors beow have the meanings set out under the section headed Gossary of Seected Terms on pages 138 to 143 of this Prospectus. Risks reating to the Company The past performance of the Company is not an indication of its future performance This document contains certain historica financia and other information in reation to the past performance of the Company. The past performance of the Company is not an indication of its future performance. The Company s future returns and operating cash fows depend on and may be negativey affected by many factors, some of which are not in the Company s contro, incuding the price and performance of its investments, the avaiabiity and iquidity of investment opportunities faing within the Company s investment objective and poicy, the eve and voatiity of interest rates, readiy accessibe short- term borrowings, conditions in the financia markets, rea estate market and economy, the financia performance of borrowers, and the Company s abiity to successfuy operate its business and execute its investment strategy. Therefore there can be no assurance that the Company s future performance wi be successfu or refect past performance. The Company s Target Yied is based on estimates and assumptions that are inherenty subject to significant business and economic uncertainties and contingencies, and the actua rate of return may be materiay ower than the Target Yied The Company s Target Yied set forth in this Prospectus is a target ony and is based on estimates and assumptions about a variety of factors incuding, without imitation, asset mix, vaue, voatiity, hoding periods, the terms of the investments made by the Company, performance of underying borrowers, investment iquidity, changes in current economic and market conditions, fuctuations in currency exchange rates, prevaiing interest rates and credit spreads, government reguations or other poicies, the wordwide economic environment, changes in aw and taxation, natura disasters, terrorism, socia unrest and civi disturbances, a of which are beyond the Company s contro and which may adversey affect the Company s abiity to achieve the Target Yied. The Target Yied is aso based on the assumption that the Company wi be abe to impement its investment poicy and strategy successfuy as we as market conditions and the economic environment at the time of assessing the proposed Target Yied, and is therefore subject to change. There is no guarantee or assurance that the Target Yied or actua returns can be achieved at or near the eves set forth in this Prospectus. Accordingy, the actua rate of return achieved may be materiay 17 Risk Factors