United States: In the United States, NB Private Equity will focus on selecting a combination of generalist funds complemented by a number of sector and industry specialist funds. We believe that a combination of these fund managers is best positioned to generate attractive risk-adjusted returns in the context of a diversified portfolio. Our bias will be towards selecting highly experienced fund managers with consistent track records of success and with what we believe to be a high probability of future outperformance. We will seek fund managers that have significant investment experience across market cycles and who have a demonstrated ability to improve the operations of underlying portfolio companies. In addition, we plan to focus on fund managers who have and continue to be able to generate attractive returns without an overreliance on leverage.

Europe: In Europe, the portfolio construction process will be similar to that in the United States; however, fund selection will be on a country-by-country basis. We believe that this is critical to driving outperformance. In most European countries, we believe that the lower end of the mid-market is most attractive due to lower competition and a higher availability of primary buyout targets. Cultural differences from country-to-country have a meaningful influence on the ability of a fund manager to complete attractive transactions, particularly with small and mid-cap European companies. Personal networks and reputation are critical, particularly in less efficient private equity markets such as Germany and some Central and Eastern European countries. Our fund selection criteria will be influenced, in part, by our view of the market conditions of specific countries, particularly the economic environment and relative level of competition between private equity funds.

·	Emerging Markets: Our emerging markets strategy will focus on the Asian and Latin American regions.

Small and Mid-cap Secondary Investments and Co-Investments: We expect to invest up to 40% of the small and mid-cap buyout portfolio in Secondary Investments and Co-Investments. We expect to see significant deal flow in both Secondary Investments and Co-Investments due to our strong presence in those markets through our dedicated senior Secondary Investment and Co-Investment teams.

Large-Cap Buyout: Target 15-30% of the Fund¹¹

The large-cap buyout market consists of a moderate number of institutional fund managers that tend to have enormous resources, a large number of investment professionals and operational staff, and a significant global presence. Generally, the substantial amount of capital that has been allocated to these fund managers is the result of their historic ability to outperform their peers and generate highly attractive risk-adjusted returns. These funds tend to employ large staffs of highly sophisticated investors and some of the most talented and well-known names within the private equity industry. Given their scale, resources and investment talent, we believe that large-cap funds are well positioned to navigate the existing environment and achieve highly attractive returns.

Large-Cap Secondary Investments and Co-Investments: We expect to invest up to 60% of the large-cap buyout portfolio in Secondary Investments and Co-Investments. We believe that Co-Investments alongside the leading private equity funds in the space offer an attractive way to invest in a capital and fee efficient manner, with an extra layer of due diligence. This also allows us to tactically allocate capital based on our prevailing sector biases. Investing in large-cap funds through the secondary market also presents a very attractive opportunity given the potential to be highly selective and purchase leading large-cap managers’ funds at compelling prices.

¹¹ The Adviser may change the targeted asset allocation from time-to-time based on its evaluation of market conditions or the available investment opportunities.

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Special Situations: Target 10-30% of the Fund¹²

Special Situations Market Discussion

We believe that a mixed operating environment, continued deleveraging, potential for destabilizing events, volatility and a focus of companies on their core operations should provide ample special situations opportunities over the next several years. Currently, our core focus within Special Situations is in operational turnarounds and specifically within the United States. We have a moderate focus on distressed assets globally and a low focus on distressed debt given low default rates. We have been cautious with European distressed given the amount of capital that has been raised for that strategy relative to the volume of distressed opportunities available. Our emphasis within this strategy will also focus on primaries to a greater degree than within traditional buyout given comparatively fewer Secondary Investment and Co-Investment opportunities within Special Situations.

Overview of Special Situation Strategies

NB Private Equity categorizes Special Situations into the strategies described below and we vary our exposure to these strategies based on our assessment of the upcoming market opportunity as well as the pipeline of potential investments upon which we can execute.

Operational Turnarounds – Core focus within Special Situations

Funds that employ operational turnaround strategies purchase equity securities of undermanaged businesses that are underperforming or deeply distressed. These funds then seek to perform significant operational improvement, restore those acquired businesses back to health and sell them at market multiples.

¹² The Adviser may change the targeted asset allocation from time-to-time based on its evaluation of market conditions or the available investment opportunities.

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Driver – Orphaned Companies: There is a large supply of orphaned business units within public and private companies around the world that suffer from suboptimal resources, capital and attention. As companies focus on core versus non-core assets, they are often willing sellers of these businesses at relatively attractive prices. Orphaned divisions often represent a rich opportunity set for operational turnaround investors who have specific expertise in corporate carve-outs.

Driver - Poor Management: Poor management is not cyclical and there is an evergreen opportunity to purchase struggling companies that have been created due to mismanagement. Poorly managed companies often face a number of interrelated challenges including loss of talent, market share, competitiveness and less access to capital markets. In today’s low growth but highly competitive marketplace these companies are especially at risk and represent a rich opportunity set for operational turnaround investors who have specific expertise acquiring, restructuring and rehabilitating struggling companies.

Distressed Assets (Financial Assets) – Moderate focus within Special Situations

Funds that employ this strategy purchase non- or sub-performing loan pools at a deep discount typically from financial institutions. They then work out the loans in-house and/or with a servicer to collect, modify, and restructure those loans.

Driver – Bank Deleveraging: Banks in Europe, and to a lesser extent the United States, still have an ongoing need to clear nonperforming assets off their balance sheets in order to satisfy regulators, improve capital ratios and appease the markets. However, the carrying values of these assets are frequently higher than third parties have been willing to pay. As banks, especially in Europe, slowly generate earnings and capital ratios improve, their willingness to sell bad assets and non-core assets at market-clearing prices continues to increase. While the attractiveness of this opportunity has moderated over the past few years due to increased competition for assets, we believe the opportunity will continue for many years given bank provisioning levels, especially in Europe.

Distressed Assets (Hard Assets) – Moderate focus within Special Situations

Funds that employ this strategy invest in aircraft, ships, plants and other hard assets. An example would be within vintage aircraft where general partners acquire select older aircraft from motivated sellers at significant discount to teardown or liquidation value, and generate strong current yields by leasing the asset to other airlines or leasing companies. At lease expiry the assets are either re-leased or the assets are torn down and sold for the value of their parts. [IRRs are often 20% and above for this hard asset strategy.]

Current moderate weight as we pursue select, highly attractive and opportunistic hard asset opportunities.

Distressed Debt – Low focus within Special Situations

Distressed Debt (Control) funds that employ this strategy acquire a control or influence stake in a company’s discounted debt securities in order to restructure the underlying business in a bankruptcy or out of court settlement. During the restructuring process, these funds tend to convert their discounted debt securities into equity and own the business post-restructuring.

Distressed Debt (Non-Control) funds seek to purchase distressed loans, bonds and other debt related securities at a deep discount to intrinsic value and exit those securities after they have appreciated to at or near par value.

Low current weight due to low interest and default rates, high credit prices and a high level of competition versus the existing supply. Europe is more attractive than the U.S. within corporate distressed debt. Although the risk of another “meltdown” has been far reduced due to the liquidity measures put into place, Europe will continue to face ongoing deleveraging in a difficult business and political environment that will likely produce ongoing corporate distressed opportunities over a number of years.

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Special Situations - Opportunistic

This category includes a variety of opportunistic, complex, deep value and/or high yielding strategies that may not cleanly fit into the other four categories.

Outlook for Distressed-Focused Investing and the Fund Strategy: As described above, our primary focus within special situations is currently on operational turnarounds. Within this investment class, we believe there will be a continued focus on struggling smaller and mid-sized companies and orphaned divisions within larger enterprises. Geographically, while the United States has historically been the largest distressed market we believe that there will be significantly increased activity in Europe both from global and European-dedicated distressed oriented managers.

Special Situations Secondary Investments and Co-Investments: We have the flexibility to invest up to 35% of the special situations portfolio in Secondary Investments and Co-Investments. Historically, the supply of Secondary Investments and Co-Investments within the special situations asset class has been relatively small, however, over the past few years the aggregate amount of both continues to rise.

Venture and Growth Capital: Target 10-20% of the Fund¹³

The venture and growth capital industry has demonstrated significant change in the more than 25 years that we have been an active investor in the asset class. We focus our commitment strategy on firms that have verifiable strong investment performance, have demonstrated a differentiated investment strategy, have an experienced, well balanced team and can demonstrate brand value. These firms have demonstrated the ability to identify emerging industry segments and uncover opportunistic investments where less competition exists. Managers in the venture and growth capital sector must be well positioned to originate and control their investments despite financing syndication and minority ownership. Our experience, internal resources and established network enable us to identify, access, diligence, monitor and manage investment relationships throughout the full spectrum of venture and growth capital strategies – from seed incubation and start-up to expansion and growth equity.

Investment Stage: Within this universe, we currently believe that early stage venture capital and growth capital are the two most attractive areas for investment. Early stage venture capital typically sees less inflation in entry valuations even in robust markets such as today’s. Conversely mid and later stage company valuations often see significant increases in their average levels as more money flows into the market – we look to benefit from this by investing at an early stage, not to compete with it. Early stage firms often invest in companies that have little or no revenue, that are not profitable and that require additional capital to develop technologies, market opportunities, acquire customers and achieve a competitive position in the marketplace. These investments generally result in significant initial ownership positions. Commitment concentrations with early stage managers provide the targeted amount of expansion and later stage investments through syndication of later financing rounds as the portfolio company develops. Late stage valuations are currently at historically high average levels, which generally makes this stage less attractive as a point of first entry into companies.

¹³ The Adviser may change the targeted asset allocation from time-to-time based on its evaluation of market conditions or the available investment opportunities.

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Growth capital investments are represented by opportunities that are beyond the scope of traditional venture capital funds, but still focus on smaller, less mature companies that have strong growth potential and can benefit from both capital and professional guidance in order to realize this. Growth capital investments are usually minority investments that come with significant structural protection and often represent the first institutional capital raised by such companies. These investments are generally in fast growing companies with proven business models and evidence of sustainable revenue (and possibly earnings) growth.

·	Investment Diversification: The Master Fund is targeting a portfolio of venture capital and growth equity funds with requisite vintage year, industry sub sector and geographic diversification.

Geographic Allocation: The venture and growth capital industry is expanding globally, and the Fund is well positioned to benefit from this globalization. The Fund will continue to focus on managers located in regions that have demonstrated a viable venture or growth capital ecosystem. In the case of venture capital, the focus will primarily be on the U.S. (where the market for early stage companies is far more proven and the ecosystem in place to support such companies) possibly with exposure to certain markets in Asia. In the case of growth capital, The Fund will also seek managers domiciled outside the United States, including reviewing managers in Asia, Latin American and Europe for inclusion in the portfolio.

·	Industry Focus: The Master Fund's investment focus within venture capital is expected to principally target technology and to a much lesser degree healthcare. Within growth capital we will likely invest in the technology sector, as well as consumer, retail, industrials and other sectors.

Information Technology Investment Focus: A number of themes and opportunities have emerged as a result of the large size of the information technology industry. Information technology can broadly be separated into consumer and enterprise technology. Within each of these segments are underlying sub-sectors, each with investment opportunities. However, even as distinct investment opportunities emerge within the consumer and enterprise sectors, an emerging theme is the convergence of multiple sub-sectors of technology and the interdependence between sub-sectors. For example, the growth in hardware and mobile devices is largely driven by new forms of consumer and social media, “big data” and the explosive growth of the mobile internet. In addition, consumer and enterprise sectors are increasingly impacting one another. For example, communication among consumers across social media and other mediums is shaping and changing the way enterprises interact with consumers and other businesses, which further drives new forms of technology. Described below are select technology sub-sector specific themes that we expect the Fund portfolio to exploit:

Software and Services: Enterprises of all sizes continue to automate the management and security of information technology to facilitate growth, control costs, deliver more secure and reliable systems, and develop and retain a competitive advantage. This software is often delivered in a “Software as a Service” or “SAAS” format. Consumers are increasingly using web based and mobile software for a variety of applications, such as managing and tracking finances. Security of data has become one of the biggest problem areas for corporations and individuals and hence represents a large investment opportunity.

Internet / Mobile Internet: Instantaneous communication, transaction ability and mobility have created hyper-efficient markets that continue to spur demand for new applications and products. We believe that growth in social media and new forms of consumer based web services are trends that are likely to continue, which will lead to rapid development and new investment opportunities in the sector.

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Media: Media (online media, video, gaming etc.) is rapidly evolving and both delivery and content have been areas of rapid development in recent years. We believe that this is likely to continue or accelerate in coming years.

Computer Hardware and Electronics: We believe that the growth and acceleration of data flows among consumers and enterprises is likely to continue. This will likely lead to new forms of computer hardware for consumers and enterprises which will be needed to rapidly process and store significant quantities of data. “The Internet of Things” has also become a popular area for investment which has yielded a number of recent successful exits.

Growth Capital Market

Growth Capital is an attractive strategy that typically arises where business owners need capital for continued expansion of their company, but prefer to retain a majority of their business. However such investments must represent more than simply capital – the value-add of such professional investors can be a catalyst for a company’s success. In general, growth capital is still a relatively underserved segment of the private equity asset class, particularly at the small and mid-cap end of the market. This is due to a combination of a few factors including that growth capital: (i) is often not a control investment strategy and therefore requires coordination with the remaining majority owner which can be challenging; (ii) returns are reliant on growth and operational improvements being successfully executed; and (iii) growth equity investments are often difficult to value at entry given the wide range of possibilities of future cash flows versus traditional buyouts. This creates an imbalance between a large universe of companies that would benefit from growth capital and a relatively small number of funds able to successfully pursue these opportunities. This dynamic in turn creates the potential for attractive and outsized returns.

Successful investors in Growth Capital often benefit from revenue and earnings growth, both on acquisitions, and also the potential for multiple expansion, where at exit a larger and more attractively positioned company may trade for a higher multiple of earnings than it did as a smaller less competitive business.

As mentioned above, the Growth Capital market presents a more diversified opportunity than Venture Capital in terms of geography, industry and target company size, which is another reason that it is an attractive component of a Venture / Growth portfolio.

Venture and Growth Capital Secondary Investments and Co-Investments: Although there is typically less opportunity for both Secondary Investments and Co-Investments in venture and growth capital than in other parts of the private equity market, we believe we are well placed in both investment types due to our track record, network and long history in the asset class and therefore may invest up to 25% of the venture and growth capital portfolio in Secondary Investments and Co-Investments.

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XII.	BENEFIT OF FUND OF FUNDS

A fund of funds is a highly attractive structure for investing in private equity, which we believe provides investors with four key advantages: (i) identification of and access to Portfolio Funds managed by high performing Portfolio Fund Managers; (ii) diversification within the private equity asset class; (iii) industry leading, transparent and timely reporting; and (iv) administrative efficiency. For a description of the risks of investing in private equity fund of funds, see Section XIII — “Risk Factors and Potential Conflicts of Interest.”

Identification and Access are Critical for Success

As in most financial markets, private equity has become increasingly more competitive as exhibited by a dramatic increase in the number of firms, funds, professionals and capital in the industry since 1990. As of September 30, 2015, there were approximately:

14,547 private equity firms versus 630 in 1990;

30,036 private equity funds versus 1,100 in 1990; and

$5.6 trillion of private equity capital under management versus $133 billion on 1990

Source: Thomson Reuters for periods ended 12/31/1990 and 9/30/2015, respectively.

This maturation of the industry has had two major implications for investors in private equity: (i) the identification of top managers is becoming increasingly difficult, as the landscape becomes more crowded and strong fund managers continue to break out on their own; and (ii) increased competition has led to a significant difference in return performance between top and bottom quartile fund managers – more so than in nearly any other asset class as shown in the chart below. These two implications have created a dynamic whereby demand for top quartile managers far outpaces the amount of capital these managers aim to invest (their funds are oversubscribed), with the result that access to their funds is constrained. Often, access is limited to investors who have pre-existing relationships with the managers of top performing funds.

PERFORMANCE SPREADS: FIRST QUARTILE PRIVATE EQUITY FUNDS OVER FOURTH QUARTILE FUNDS

Note: Past performance is not indicative of future results.

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Source: Thomson Reuters Pooled Time Weighted Performance Report was used to determine the Venture Capital and Leveraged Buyout spreads for the 10-year period ending June 30, 2015. Evestment Alliance provided the spreads for U.S. Small-cap Public Equity, U.S. Large-cap Public Equity and Global Bonds, and represents the 10-year period ended June 30, 2015.

Fund of funds managers best suited for this environment are those with (i) sufficient resources and expertise to evaluate and monitor an expanding universe of private equity firms and (ii) deep relationships able to provide access to funds sponsored by top private equity firms, many of which are significantly oversubscribed or considered “invitation-only.”

Prudent Diversification

The Fund will allow all Investors to obtain exposure to a portfolio of Portfolio Funds diversified across some or all of the following:

·	Private Equity Strategies – Small, mid and large-cap buyout; early, mid and late stage venture and growth capital; special situations, including distressed, turnarounds and restructurings; and opportunistic secondary fund investments

·	Industry – Industrial, consumer products, technology, financial, energy, healthcare and others

·	Geography – North America, Europe and emerging markets including Asia and Latin America

·	Vintage Year – Multiple vintage years mitigate exposure to investment and economic cycles

·	Fund Manager – Diversification based on performance, strategy and investment style

Fund of funds investing can limit the risk of direct investing. As illustrated by the chart below, a study from 1983-1998 highlighted that the risk of some loss for a fund of funds is approximately 1% as compared with 30% for a single manager and 42% for a direct investment in a single private company. As previously discussed, the diversification benefits of a fund of funds vehicle is key to NB Private Equity’s approach to managing risk within portfolio construction.

VENTURE CAPITAL ONLY: RISK OF FUND OF FUNDS INVESTMENT VS. DIRECT INVESTMENT

Source: “The Risk Profiles of Private Equity”, Weidig and Mathonet January 2004. Data contains approximately 5,000 direct investments, 300 funds, and 50,000 simulated funds of funds. The risk of loss in the Fund may be greater or lesser than the percentages set out in the chart, and we are presenting the information solely to illustrate a potential benefit of diversification.

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Industry Leading Transparent and Timely Reporting

NB Private Equity provides investors with high quality reports in a timely fashion. NB Private Equity expects to be able to deliver to investors final tax information within 105 days of year end. Quarterly reports are typically provided to investors within 60 calendar days after the end of the quarter. Regular monitoring of relevant news and public filings, capital calls and distributions, along with changes in public security values and currency exchange rates, allows NB Private Equity to update investment values throughout the quarter. At each quarter end, NB Private Equity queries the underlying investment partnerships to obtain information based on a specific checklist regarding the private equity firms’ valuations of publicly traded securities and significant transactions affecting the private portfolio companies, such as realizations and valuation adjustments. Using this information, together with any correspondence or other reports issued by the underlying investments, NB Private Equity can determine the allocation of realized and unrealized gains and losses to the capital account and calculate an ending capital account value typically within 60 calendar days after a quarter end and often well before receipt of finalized financial statements from the underlying private equity funds. The initial quarterly report will be provided for the first full quarter following the initial capital call for the Fund.

Portfolio Monitoring and Valuation

NB Private Equity maintains extensive and ongoing dialogue with its portfolio fund managers through annual meetings, quarterly updates, informal meetings and calls, and regular underlying company and portfolio valuation discussions. Since NB Private Equity tracks all investment fund performance on a security by security basis it is able to compare relative valuations between different private equity funds in the same investments. In cases where disparate values exist, NB Private Equity reviews specific information on the portfolio company and the securities and the valuation adjustments applied by each private equity fund. In cases where NB Private Equity cannot reconcile the differences, the private equity funds are contacted and NB Private Equity, through the Adviser, determines the appropriate value across its portfolio.

Comprehensive Online Reporting

The Administrator has a web portal that offers investors secure access to an online archive of reports, legal documents, transactional documents and research materials. In order to ensure the security of the information, users are assigned IDs and passwords.

Users are able to navigate through a series of tabs, based on their access level, offering them the following information related to the fund in which they are invested:

·	Reports: Offer links to historical and current financial statements, investment reports and tax returns

·	Investment Activity: Offer source documents related to capital calls and cash distributions

·	Agreements: Offer access to the limited partnership agreement or operating agreement, as applicable

ASC 820 (formerly FAS 157) and Accounting Standard Implementation

Changes to accounting standards and continuing developments in their interpretations require increased valuation capabilities by the limited partner community. NB Private Equity’s accounting staff continually monitors the implementation of the new accounting standards to stay ahead of the evolving environment for the benefit and education of NB Private Equity’s investors.

These standards include more transparency into portfolios and monitoring requirements for all alternative investments, company level valuations, quarterly diligence of fund managers’ processes, etc. Investors in private equity are faced with the burden of ensuring accurate and timely valuations of their underlying assets, which requires significant resources.

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Valuation of Private Equity Investments

Investments are presented in the financial statements at fair value in accordance with accounting principles generally accepted in the United States. NB Private Equity uses the best information reasonably available to determine or estimate fair value.

Publicly traded securities are valued based on quoted prices as of the last day of the reporting period, less discounts to reflect legal restrictions, if any, that affect marketability. NB Private Equity includes in this valuation public securities held directly as well as known public positions held in Portfolio Funds (on a look-through basis). For private interests, NB Private Equity estimates fair value based on a methodology that utilizes the most recently available information from the general partner of the Portfolio Fund or the lead investor of a Co-Investment. In addition, NB Private Equity factors in contributions to, and distributions from, the fund since the last financial statement date, changes in currency exchange rates, information included in any Adviser communications, responses received to specific inquiries posed by NB Private Equity, and material news concerning Portfolio Funds.

The Team maintains a staff of financial reporting analysts who read, distill, follow-up and record into NB Private Equity’s investment accounting system key information about each investment in a private equity fund. NB Private Equity records information for each position in each Portfolio Fund in each private equity fund. Additionally, the Team records in NB Private Equity’s investment accounting system each cash transaction that affects a private equity fund investment and accounts for changes in the inventory or valuations of Portfolio Funds. This detailed information is necessary to facilitate the valuation process.

The NB Private Equity investment team includes in its initial and ongoing diligence inquiries about valuation policy and processes at the Portfolio Funds. Key information from ongoing monitoring is also considered in valuations. All valuations are reviewed by fund accountants and investment professionals and approved by members of the Investment Committee.

If the Team concludes that it is probable that an investment will be sold, the carrying value of that investment is adjusted to the amount expected to be realized from the sale, exclusive of transaction costs.

Information to be Made Available to Investors pursuant to the AIFM Directive:

To the extent required for compliance with the Alternative Investment Fund Managers Directive (“AIFM Directive”), the following information will also be made available to Investors as part of the Fund’s periodic reporting process or, if sooner, at the time of any update to this offering document, and, as a minimum, in the Fund’s annual report:

the percentage of assets which are subject to special arrangements arising from their illiquid nature;

the current risk profile of the Fund and the risk management systems employed by the Adviser to manage those risks; and

the total amount of leverage employed by the Fund.

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Investors will also be provided with information regarding changes to: (i) should one be set, the maximum level of leverage which the Fund, or the Adviser on the Fund’s behalf, may employ; or (ii) any rights to reuse collateral under the Fund’s leveraging arrangements; or (iii) any guarantee granted under the Fund’s leveraging arrangements. If any such change occurs prior to the final closing of the Fund, information will be made available to Investors without undue delay following the occurrence of the change by way of update to this offering document. Where required by applicable laws or the Fund’s governing agreements, such change will be preceded by notification to Investors.

Investors will also be notified whenever the Adviser makes material changes to liquidity management systems and procedures employed in respect of the Fund.

Administrative Efficiency and Scale

A fund of funds can also provide Investors with services that ease the administrative burden of investing in private equity. Such services include due diligence, performance analysis, risk identification, negotiation and documentation of fund agreements, fund monitoring, record keeping, and financial/tax reporting.

Access to a single high performing Portfolio Fund requires the commitment of a significant amount of capital. The minimum commitment to a Portfolio Fund can be $10 million or more. An Investor would likely require more than $100 million to create a reasonably diversified portfolio. A fund of funds provides investors the benefit of scale in building a diversified portfolio.

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XIII.

RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST

Risk Factors

AN INVESTMENT IN THE FUND INVOLVES A HIGH DEGREE OF RISK AND THEREFORE SHOULD ONLY BE UNDERTAKEN BY QUALIFIED INVESTORS WHOSE FINANCIAL RESOURCES ARE SUFFICIENT TO ENABLE THEM TO ASSUME THESE RISKS AND TO BEAR THE LOSS OF ALL OR PART OF THEIR INVESTMENT. THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY, BUT ARE NOT MEANT TO BE AN EXHAUSTIVE LISTING OF ALL OF THE POTENTIAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND. INVESTORS SHOULD CONSULT WITH THEIR OWN FINANCIAL, LEGAL, INVESTMENT AND TAX ADVISORS PRIOR TO INVESTING IN THE FUND.

The Fund’s investment program is speculative and entails substantial risks. Because the Fund will invest all or substantially all of its assets in the Master Fund in pursuit of its investment objectives, the risks associated with an investment in the Fund are in effect the risks of investing in the Master Fund. As stated above, the Master Fund and the Fund have substantially the same investment objectives, policies and strategies. Accordingly, except for specific references to the contrary, all references to the Fund, its investments or its investment portfolio in this summary of risk factors refer to the combined risks relating to the investments by the Fund and the Master Fund, and all references to the Adviser refer to the Adviser as, collectively, the Investment Adviser and Sub-Adviser of the Master Fund, unless the context suggests otherwise. In considering participation in the Fund, the prospective Investors should be aware of certain risk factors, which include the following:

General Risks

There is no assurance that the investment held by the Fund will be profitable, that there will be proceeds from such investments available for distribution to the Investors, or that the Fund will achieve its investment objectives. An investment in the Fund is speculative and involves a high degree of risk. Fund performance may be volatile and an Investor could incur a total or substantial loss of its investment. In general, neither the Fund nor the Investors will have the ability to direct or influence the management of the Portfolio Funds or the investment of their assets. There can be no assurance that projected or targeted returns for the Fund will be achieved.

Illiquidity; Lack of Current Distributions

An investment in the Fund is suitable only for certain qualified investors who have no need for liquidity in the investment. The investments made by the Fund in the Portfolio Funds will be illiquid and typically cannot be transferred or redeemed for a substantial period of time. In addition there may be little or no near-term cash flow available to the Investors from the Fund. The return of capital and the realization of gains on the Fund’s investments, if any, will generally occur only upon the partial or complete disposition of an underlying investment by a Portfolio Fund, which is not within the control of the Adviser.

Due to the pattern of cash flows in private equity funds and the illiquid nature of their investments, Investors typically will see negative returns in the Fund’s early stages; in particular it can take several years for Portfolio Fund investments to be realized during which time management fees will be continued to be drawn from committed capital and certain underperforming investments may be written down or written off. Then as investments are able to realize liquidity events, such as a sale or initial public offering, positive returns will be realized if the Portfolio Fund is successful in achieving its investment strategy.

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Restrictions on Transfer and Withdrawals

The Interests and the interests in the Portfolio Funds indirectly held by the Fund have not been and will not be registered under the Securities Act or applicable state securities laws and may not be resold unless an exemption from such registration is available. The Fund is not under, and the Portfolio Funds are not expected to be under, any obligation to cause such an exemption (whether pursuant to Rule 144 under the Securities Act or otherwise) to be available. Accordingly, there is no secondary market for the Interests or a Fund’s indirect interests in the Portfolio Funds, and such market is not expected to develop. Furthermore, transfers of Interests may be made only with the prior written consent of the Investment Adviser, which may be withheld in the Investment Adviser’s sole discretion. The Fund generally will not have the right to withdraw from any Portfolio Fund. Transfers of Interests may be made only with the prior written consent of the Investment Adviser, which may be withheld in the Investment Adviser’s sole discretion.

Lack of Operating History

The Fund is a newly formed entity with no operating history.

Suitability

Investment in the Fund is suitable only for those persons who, either alone or together with their duly designated representative, have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of their proposed investment, who can afford to bear the economic risk of their investment, who are able to withstand a total loss of their investment and who have no need for liquidity in their investment and no need to dispose of their Interests to satisfy current financial needs and contingencies or existing or contemplated undertakings or indebtedness.

Certain regulatory, legal or other considerations may make an investment in the Fund unsuitable for a particular investor. For example, proposed rule-making under the so-called “Volcker Rule” may make an investment in the Fund less suitable for a banking entity or any affiliate of a banking entity.

Risks of Private Equity Investments Generally

The investments made by the Portfolio Funds will entail a high degree of risk and in most cases be highly illiquid and difficult to value. Unless and until those investments are sold or mature into marketable securities they will remain illiquid. In addition to the extent a Portfolio Fund focuses on venture capital investments the companies in which the Portfolio Fund will invest may be in a conceptual or early stage of development, may not have a proven operating history, may offer services or products that are not yet developed or ready to be marketed or that have no established market, may be operating at a loss or have significant fluctuations in operating results, may be engaged in a rapidly changing business, may require substantial additional capital to support their operations to finance expansion or to maintain their competitive position, or otherwise may have a weak financial condition. As a general matter, companies in which the Portfolio Fund invests may face intense competition, including competition from companies with far greater financial resources; more extensive research, development, technological, marketing and other capabilities; and a larger number of qualified managerial and technical personnel.

Neither the Master Fund nor the Fund will obtain or seek to obtain any control over the management of any portfolio company in which any Portfolio Fund may invest. The success of each investment made by a Portfolio Fund will largely depend on the ability and success of the management of the portfolio companies in addition to economic and market factors.

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Capital Contributions

The Master Fund has not yet identified all of the potential investments that it will make with the Commitments it receives from the Fund. The Investor’s full Commitment will not be immediately invested. The Fund will invest in the Master Fund and the Master Fund will invest in the Portfolio Funds as Commitments are drawn (generally within 6 months of any drawdown). It may take a significant amount of time to fully draw down the Commitments. The Fund’s performance will only include the Commitments that have been drawn-down, thus an Investor’s individual performance may be lower than the performance of the Fund.

Business and Market Risks

The Fund’s investment portfolio will consist of Portfolio Funds which will hold securities issued primarily by privately held companies, and operating results for the portfolio companies in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses.

Buyout Funds. Buyout transactions may result in new enterprises that are subject to extreme volatility, require time for maturity and may require additional capital. In addition, they frequently rely on borrowing significant amounts of capital, which can increase profit potential but at the same time increase the risk of loss. Leveraged companies may be subject to restrictive financial and operating covenants. The leverage may impair the ability of these companies to finance their future operations and capital needs. Also, their flexibility to respond to changing business and economic conditions and to business opportunities may be limited. A leveraged company’s income and net assets will tend to increase or decrease at a greater rate than if borrowed money was not used. Although these investments may offer the opportunity for significant gains, such buyout investments involve a high degree of business and financial risk that can result in substantial losses, which risks generally are greater than the risks of investing in public companies that may not be as leveraged.

Venture Funds. Venture capital funds primarily invest in private companies that have limited operating history, are attempting to develop or commercialize unproven technologies or to implement novel business plans or are not otherwise developed sufficiently to be self-sustaining financially or to become public. Although these investments may offer the opportunity for significant gains, such investments involve a high degree of business and financial risk that can result in substantial losses, which risks generally are greater than the risks of investing in public companies that may be at a later stage of development.

Special Situations. The special situations asset class will likely invest a significant portion of its assets in Portfolio Funds that invest in portfolio companies that may be in transition, out of favor, financially leveraged or troubled, or potentially troubled and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization, or liquidation. These companies may be experiencing, or are expected to experience, financial difficulties that may never be overcome. The securities of such companies are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Such companies’ securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. Such investments could, in certain circumstances, subject a Portfolio Fund to certain additional potential liabilities. For example, under certain circumstances, a lender who has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated, or disallowed, or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments by such companies to us could be required to be returned if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. Numerous other risks also arise in the workout and bankruptcy contexts. In addition, there is no minimum credit standard that is a prerequisite to a Portfolio Fund’s investment in any instrument and a significant portion of the obligations and preferred stock in which a Portfolio Fund may invest may be less than investment grade.

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Dependence on the Adviser and Key Personnel

To the extent that the Fund invests its assets in the Master Fund, the Fund’s performance depends upon the performance of the Master Fund, which, in turn, will depend on the performance of the Portfolio Fund Managers with which the Master Fund invests, and the Adviser’s ability to select, allocate and reallocate effectively the Master Fund’s assets among Portfolio Funds. The success of the Fund is thus substantially dependent on the Adviser and its continued employment of certain key personnel. Similarly, the success of each Portfolio Fund in which the Fund invests is also likely to be substantially dependent on certain key personnel of that Portfolio Fund. Should one or more of the key personnel of the Adviser or of the management of the Portfolio Funds become incapacitated or in some other way cease to participate in management activities, the Fund performance could be adversely affected. There can be no assurance that these key personnel will continue to be associated with or available to the Adviser or the general partner of the Portfolio Funds throughout the life of the Fund.

Investment in Junior Securities

Although the Portfolio Funds may invest in securities that are relatively senior within a portfolio company’s capital structure, it is expected that the Portfolio Funds will invest primarily in securities that are among the more junior securities in a portfolio company’s capital structure and, thus, subject to the greatest risk of loss. Generally, there will be no collateral to protect an investment once made.

Leveraged Investments

The Portfolio Funds may employ leverage in connection with certain investments or participate in investments with highly leveraged capital structures. Although the use of leverage may enhance returns and increase the number of investments that can be made, leverage also involves a high degree of financial risk and may increase the exposure of such investments to factors such as rising interest rates, downturns in the economy, or deterioration in the condition of the assets underlying such investments. In addition, the borrowings of a Portfolio Fund may in certain cases be secured by the Commitments and the other assets of a Portfolio Fund, which may increase the risk of loss of such assets.

Diversification of Investments

The Fund is a “non-diversified” investment company. Thus, there are no percentage limitations imposed by the 1940 Act on the percentage of the Fund’s assets that may be invested in the securities of any one issuer. However, the Fund generally will not commit to more than 25% of the value of total Commitments by Investors (measured at the time of the Commitment) in the securities of a single Portfolio Fund. The Adviser believes that this approach helps to reduce overall investment risk.

Concentration of Portfolio Fund Investments

The number of investments made by the Portfolio Funds is and will be limited and, as a consequence, the Fund’s returns as a whole may be substantially affected by the unfavorable performance of a single investment made by a Portfolio Fund. In addition, a Portfolio Fund may invest exclusively or primarily in a particular asset type or category, which may reduce the overall diversity of the Fund’s assets and increase risk.

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Risks Associated with Secondary Market Investments

Competition for Secondary Market Investment Opportunities. Many institutional investors, including other fund-of-funds entities, as well as existing investors of private equity funds may seek to purchase secondary interests of the same private equity fund which the Fund may also seek to purchase. In addition, many top-tier private equity managers have become more selective by adopting policies or practices that exclude certain types of investors, such as fund-of-funds. These managers may also be partial to secondary interests being purchased by existing investors of their funds with whom they have existing relationships. In addition, some secondary opportunities may be conducted pursuant to a specified methodology (such as a right of first refusal granted to existing investors or a so-called “Dutch auction,” where the price of the investment is lowered until a bidder bids and that first bidder purchases the investment, thereby limiting a bidder’s ability to compete for price) which can restrict the availability of such opportunity for the Fund. No assurance can be given that the Fund will be able to identify investment opportunities that satisfy the Fund’s investment objectives and desired diversification goals or, if the Fund is successful in identifying such investment opportunities, that the Fund will be permitted to invest, or invest in the amounts desired, in such opportunities.

Nature of Secondary Market Investments. The Fund may acquire secondary interests in existing private equity funds primarily from existing investors in such funds (and not from the issuers of such investments). Because the Fund will not be acquiring such interests directly from the issuers, it is generally not expected that the Fund will have the opportunity to negotiate the terms of the interests being acquired or other special rights or privileges. There can be no assurance as to the number of investment opportunities that will be presented to the Fund. In addition, valuation of such private equity funds interests may be difficult, as there generally will be no established market for such investments or for the privately-held portfolio companies in which such funds may own securities. Moreover, the purchase price of interests in such funds will be subject to negotiation with the sellers of the interests and there is no assurance that the Fund will be able to purchase interests at attractive discounts to NAV, or at all. The overall performance of the Fund will depend in large part on the acquisition price paid by the Fund for its secondary interests, the structure of such acquisitions and the overall success of the underlying private equity fund.

Pooled Secondary Market Investments. The Fund may have the opportunity to acquire a portfolio of private equity fund interests from a seller, on an “all or nothing” basis. In some such cases, certain of the private equity fund interests may be less attractive than others, and certain of the investment managers managing such funds may be more familiar to the Fund than others or may be more experienced or highly regarded than others. In such cases, it may not be possible for the Fund to carve out from such purchases those investments which the Adviser considers (for commercial, tax legal or other reasons) less attractive.

Contingent Liabilities Associated With Secondary Market Investments. In the cases where the Fund acquires an interest in a private equity fund through a secondary transaction, the Fund may acquire contingent liabilities of the seller of the interest. More specifically, where the seller has received distributions from the relevant private equity fund and, subsequently, that private equity fund recalls one or more of these distributions, the Fund (as the purchaser of the interest to which such distributions are attributable and not the seller) may be obligated to return the monies equivalent to such distribution to the private equity fund. While the Fund may, in turn, make a claim against the seller for any such monies so paid to the private equity fund, there can be no assurances that the Fund would prevail on such claim.

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Risk of Early Termination. The governing documents of the underlying private equity funds are expected to include provisions that would enable the general partner, the manager, or a majority in interest (or higher percentage) of their limited partners or members, under certain circumstances, to terminate such funds prior to the end of their respective stated terms. Early termination of a private equity fund in which the Fund is invested may result in (i) the Fund having distributed to it a portfolio of immature and illiquid securities, or (ii) the Fund’s inability to invest all of its capital commitments as anticipated, either of which could have a material adverse effect on the performance of the Fund.

Co-Investments

The Master Fund may make co-investments on an opportunistic basis. There can be no assurance that the Master Fund will be given Co-Investment opportunities, or that any Co-Investment offered to the Master Fund would be appropriate or attractive to the Master Fund. Due diligence will be conducted on Co-Investment opportunities; however, the Adviser may not have the ability to conduct the same level of due diligence applied to Portfolio Fund investments. In addition, the Adviser may have little opportunities to negotiate the terms of such Co-Investments. The Master Fund generally will rely on the Portfolio Fund manager or sponsor offering such Co-Investment opportunity to perform most of the due diligence on the relevant portfolio company and to negotiate terms of the Co-Investment.

Absence of Regulatory Oversight

The Portfolio Funds will not be registered as investment companies under the 1940 Act, and the Fund, as an indirect investor in these Portfolio Funds, will not have the benefit of the protection afforded by the 1940 Act to investors in registered investment companies (which, among other protections, require investment companies to have a majority of disinterested directors, require securities held in custody at all times to be individually segregated from the securities of any other person and marked to clearly identify such securities as the property of such investment company, and regulate the relationship between the adviser and the investment company).

In-Kind Distributions

The Adviser expects in most instances to cause the Master Fund to make distributions to the Fund in cash, but retains the discretion to make distributions of securities in kind to the Fund to the extent permitted under applicable law. There can be no assurance that securities distributed in kind will be readily marketable or salable, and Investors may be required to hold such securities for an indefinite period and/or may incur additional expense in connection with any disposition of such securities. If the Fund ultimately receives distributions in kind indirectly from any of the Portfolio Funds, it may incur additional costs and risks in connection with the disposition of such assets or may distribute such assets in kind to the Investors who may incur such costs and risks.

Projections

Projected operating results of a company in which a Portfolio Fund invests normally will be based primarily on financial projections prepared by each company’s management. In all cases, projections are only estimates of future results that are based upon information received from the company and assumptions made at the time the projections are developed. There can be no assurance that the results are set forth in the projections will be attained, and actual results may be significantly different from the projections. Also, general economic factors, which are not predictable, can have a material effect on the reliability of projections.

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Carried Interests

Generally, each of the Portfolio Funds provides its respective general partners or managers certain specified carried interests or other special allocations based on the returns to its investors. Such carried interests may create incentives for the general partners or managers of the Portfolio Funds to make more risky or speculative investments than they would otherwise make. Each Investor in the Fund will pay, in effect, two sets of carried interests, one at the Fund level and one indirectly through the Master Fund at the Portfolio Fund level. Consequently, the returns to Investors will be lower than returns to a direct investor in the Portfolio Funds.

Investments Longer Than Term

The Fund may make investments which may not be realized prior to the date the Fund is to be dissolved. The Fund may attempt to sell, distribute, or otherwise dispose of investments at a time which may be disadvantageous, and as a result, the price obtained for such investments may be less than that which could have been obtained if the investments were held for a longer period of time. Moreover, the Fund may be unsuccessful in realizing investments at the time of the Fund’s dissolution. There can be no assurance that the winding up of the Fund and the final distribution of its assets will be able to be executed expeditiously.

Illiquid and Long-Term Investments

An investment in the Fund requires a long-term commitment. Although the portfolio companies of the Portfolio Funds invested in by the Fund may occasionally generate some current income, return of capital and the realization of gains, if any, from such portfolio company generally will occur only upon partial or complete sale or other disposition of such portfolio company. While one or more of these transactions may occur at any time with respect to a given portfolio company, sale or other disposition of a portfolio company of a Portfolio Fund is generally not expected to occur for a number of years (in most instances two to four years, or longer) after the initial investment is made.

Financial Markets Fluctuations and Changes

General fluctuations in the market prices of securities may affect the value of the Fund’s investments. Instability in the securities markets also may increase the risks inherent in the Fund’s investments. The ability of portfolio companies to refinance debt securities may depend on their ability to sell new securities in the public high-yield debt market or otherwise.

Need for Follow-On Investments

Following its initial investment in a given portfolio company, a Portfolio Fund may decide to provide additional funds to such portfolio company or may have the opportunity to increase its investment in a successful portfolio company. There is no assurance that a Portfolio Fund will make follow-on investments or that a Portfolio Fund will have sufficient funds to make all or any of such investments. Any decision by a Portfolio Fund not to make follow-on investments or its inability to make such investments (i) may have a subsequent negative effect on a portfolio company in need of such an investment, (ii) result in a lost opportunity for a Portfolio Fund to increase its participation in a successful operation, or (iii) result in a loss of certain anti-dilution protection.

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Non-U.S. Investments

Portfolio Funds may invest in the securities of issuers located outside of the United States. Foreign securities involve certain factors not typically associated with investing in U.S. securities, including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which foreign investments are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) inflation matters, including rapid fluctuations in inflation rates; (iii) differences between the U.S. and foreign securities markets, including potential price volatility in and relative liquidity of some foreign securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and the potential of less government supervision and regulation; (iv) economic, social and political risks, including potential exchange control regulations and restrictions on foreign investment and repatriation of capital, the risks of political, economic or social instability and the possibility of expropriation or confiscatory taxation; and (v) the possible imposition of foreign taxes on income and gains recognized with respect to such securities. In addition, laws and regulations of foreign countries may impose restrictions that would not exist in the United States and may require financing and structuring alternatives that differ significantly from those customarily used in the United States. Foreign countries also may impose taxes on the Fund, the Investors and/or a Portfolio Fund. No assurance can be given that a change in political or economic climate, or particular legal or regulatory risks, including changes in regulations regarding foreign ownership of assets or repatriation of funds or changes in taxation might not adversely affect an investment by the Fund.

Investments in Emerging Markets

Portfolio Funds may invest in emerging markets such as China, India, Brazil and countries located in Emerging Europe. Investing in emerging markets involves additional risks and special considerations not typically associated with investing in other, more established economies or markets. Such risks may include (i) increased risk of nationalization or expropriation of assets or confiscatory taxation; (ii) greater social, economic and political uncertainty, including war or terrorism or social unrest; (iii) higher dependence on exports and the corresponding importance of international trade; (iv) greater volatility, less liquidity and smaller capitalization of markets; (v) greater volatility in currency exchange rates; (vi) greater risk of inflation; (vii) greater controls on foreign investment and limitations on realization of investments, repatriation of invested capital and on the ability to exchange local currencies for U.S. dollars; (viii) increased likelihood of governmental involvement in and control over the economy; (ix) governmental decisions to cease support of economic reform programs or to impose centrally planned economies; (x) differences in auditing and financial reporting standards which may result in the unavailability of material information about portfolio companies; (xi) less extensive regulation of financial and other markets; (xii) longer settlement periods for transactions and less reliable clearance and custody arrangements; (xiii) less developed corporate laws, including regarding fiduciary duties of officers and directors and the protection of investors; (xiv) less developed, reliable or independent judiciary systems for the enforcement of contracts or claims; (xv) greater regulatory uncertainty; (xvi) the maintenance of investments with non-U.S. brokers and securities depositories and (xvii) threats or incidents of corruption that may cause a Portfolio Fund not to pursue certain investments, or alter certain activities or liquidate certain portfolio investments prior to or after the time when the Portfolio Fund would otherwise liquidate to achieve optimal returns, which may cause losses or have other negative impacts on the Fund or the Portfolio Funds.

Repatriation of investment income, assets and the proceeds of sales by foreign investors may require governmental registration and/or approval in some emerging market countries. The Fund could be adversely affected by delays in or a refusal to grant any required governmental registration or approval for such repatriation or by withholding taxes imposed by emerging market countries on interest or dividends paid on financial instruments held by a Portfolio Fund or gains from the disposition of such financial instruments.

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In emerging markets, there is often less government supervision and regulation of business and industry practices, stock exchanges, over-the-counter markets, brokers, dealers, counterparties and issuers than in other more established markets. Any regulatory supervision that is in place may be subject to manipulation or control. Some emerging market countries do not have mature legal systems comparable to those of more developed countries. Moreover, the process of legal and regulatory reform may not be proceeding at the same pace as market developments, which could result in investment risk. Legislation to safeguard the rights of private ownership may not yet be in place in certain areas, and there may be the risk of conflict among local, regional and national requirements or authorities. In certain cases, the laws and regulations governing investments in securities may not exist or may be subject to inconsistent or arbitrary application or interpretation. Both the independence of judicial systems and their immunity from economic, political or nationalistic influences remain largely untested in many countries. The Fund or Portfolio Funds may also encounter difficulties in pursuing legal remedies or in obtaining and enforcing judgments in non-U.S. courts.

Independent Counsel

No independent counsel has been retained to represent the interests of the Investors. Neither the Fund’s Offering Memorandum nor the Operating Agreement has been reviewed by any attorney on behalf of the Investors. Legal counsel to the Fund and Adviser does not represent any Investor.

Evolving Regulatory Risks of Private Investment Funds; Dodd-Frank Act

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), which became law in July 2010, seeks to regulate markets, market participants and financial instruments that previously have been unregulated and substantially alters the regulation of many other markets, market participants and financial instruments. Because many provisions of the Dodd-Frank Act require additional rulemaking by the applicable regulators before becoming fully effective and the Dodd-Frank Act mandates multiple agency reports and studies (which could result in additional legislative or regulatory action), it is difficult to predict the full impact of the Dodd-Frank Act on the Portfolio Funds and the markets in which they trade and invest. Certain provisions of the Dodd-Frank Act would subject registered advisers to new requirements to keep records and to report information to the SEC, which could in turn be supplied to the Board of Governors of the Federal Reserve, a new Financial Services Oversight Council or other U.S. governmental agencies or Congress. The Dodd-Frank Act also gives the SEC new authority to promulgate rules requiring registered investment advisers to make disclosures to investors, prospective investors, counterparties and creditors of any private fund advised by the registered investment adviser.

The Dodd-Frank Act could result in certain investment strategies in which the Portfolio Fund will engage or may have otherwise engaged becoming non-viable or non-economical. Regulations adopted under each could make it more difficult for the Portfolio Funds to generate positive investment returns consistent with historical performance or to effectively manage their risks, which will impact the Fund’s return.

The Dodd-Frank Act was promulgated following the global financial crises that arose in mid-2008. In response to that crisis, regulators in the U.S. and several other countries undertook unprecedented regulatory actions, including a temporary ban on short-selling, the creation of numerous bailout and liquidity programs and other extraordinary measures. Further financial crises may result in additional governmental intervention in the markets. The consequences of the extensive changes to the regulation of various markets and market participants contemplated by the legislation and increased regulation arising out of the financial crisis are difficult to predict or measure with certainty.

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Increased Regulatory Scrutiny and Reporting

In the environment following the market events of 2008 and 2009, the Fund and the Adviser expect increased scrutiny by government regulators, investigators, auditors and law enforcement officials regarding the identities and sources of funds of investors in private investment funds. In that connection, in the future the Fund may become subject to additional obligations, such as reporting requirements regarding its investors. Each Investor will be required to provide to the Fund such information as may be required to enable the Fund to comply with all applicable legal or regulatory requirements, and each Investor will be required to acknowledge and agree that the Fund may disclose such information to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file such reports with such authorities as may be required by applicable law or regulation. If required by applicable law, regulation or interpretation thereof, the Fund may suspend all activity with respect to an Investor’s account with the Fund, including suspending the Investor’s right to redeem funds or assets from the Fund pending the Fund’s receipt of instructions regarding the Investor’s account from the appropriate governmental or regulatory authority.

Private Offering Exemption

This offering has not been registered under the Securities Act, in reliance on the exemptive provisions of Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Section 18(b)(4)(D) of the Securities Act, added by the National Securities Markets Improvement Act of 1996, preempts state registration of transactions in securities exempt pursuant to “rules and regulations issued by the SEC under Section 4(a)(2) of the Securities Act.” Preemption therefore applies to transactions exempt under Regulation D, but not to transactions exempt under Section 4(a)(2) alone. Because of the lack of uniformity among the state’s securities laws and their general complicated nature, the Fund has chosen not to incur the expense and burden of reviewing exemptions under each state’s laws, but rather rely on the uniform exemption provided by Regulation D.

No assurance can be given that the offering currently qualifies or will continue to qualify under the exemptive provisions of Regulation D because of, among other things, the adequacy of disclosure and the manner of distribution, the timeliness of filings, the existence of similar offerings in the past or in the future, or the retroactive change of any securities law or regulation. If the Regulation D exemption is lost, the Fund may not be able to avail itself of other state exemptions and successful claims or suits for rescission may be brought and successfully concluded for failure to register these offerings or for acts or omissions constituting offenses under the Exchange Act, or applicable state securities laws.

Manager Liability

In certain circumstances, each Portfolio Fund is expected to receive the right to appoint a representative to the board of directors of the companies in which it invests. Serving on the board of directors of a portfolio company exposes the Portfolio Fund’s representatives, and ultimately the Portfolio Fund, to potential liability. Although portfolio companies often have insurance to protect directors and officers from such liability, not all portfolio companies may obtain such insurance, which may be insufficient if obtained.

Public Company Holdings

A Portfolio Fund’s investment portfolio may contain securities issued by publicly held companies. Such investments may subject the Portfolio Fund to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, increased obligations to disclose information regarding such companies, limitations on the ability of the Portfolio Fund to dispose of such securities at certain times, increased likelihood of shareholder litigation against such companies’ board members, and increased costs associated with each of the aforementioned risks.

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Default

The Master Fund, in general, will not always contribute the full amount of the Fund’s commitment to a Portfolio Fund at the time of its admission to the Portfolio Fund. Instead, the Master Fund may be required to make incremental contributions pursuant to capital calls issued from time to time by the Portfolio Fund. If the Master Fund defaults on its commitment or fails to satisfy capital calls in a timely manner then, generally, it will be subject to significant penalties, including the complete forfeiture of the Master Fund’s investment in the Portfolio Fund. Any failure by the Master Fund to make timely capital contributions in respect of its commitments may (i) impair the ability of the Master Fund, and in turn the Fund to pursue its investment program, (ii) force the Master Fund to borrow, (iii) cause the Master Fund, and, indirectly, the Fund and the Investors to be subject to certain penalties from the Portfolio Funds (including the complete forfeiture of the Master Fund’s investment in a Portfolio Fund), or (iv) otherwise impair the value of the Master Fund’s investments (including the complete devaluation of the Master Fund, and in turn the Fund).

Similarly, Investors will not contribute the full amount of their Commitments to the Fund at the time of their admission. Investors will be required to make incremental contributions pursuant to capital calls issued from time to time, by the Fund. Unlike the Portfolio Funds, the Fund will have limited recourse in retrieving un-drawn Commitments in the instance that an Investor defaults on a Commitment. An Investor, or Investors, that default(s) on his/her/its/their Commitment to the Fund may cause the Master Fund to, in-turn, default on its commitment to a Portfolio Fund. Thus the Fund, and especially the non-defaulting Investors, will bear the penalties of such default (as outlined above, including, but not limited to, the complete forfeiture of the Master Fund’s investment in a Portfolio Fund and the complete devaluation of the Master Fund, and in turn the Fund). While the Adviser has taken steps to mitigate this risk, including seeking Commitments from Investors that exceed the commitments that are made to the Portfolio Funds, there is no guarantee that such measures will be sufficient or successful.

Recall of Distributions

The Master Fund and the Fund may be subject to terms of the Portfolio Funds which permit the recall of distributions to meet Portfolio Fund obligations. In the event funds are recalled for this purpose, the Fund may in turn require Investors to return amounts previously distributed to them.

Competition for Access to Investment Opportunities

The Adviser and its affiliates seek to maintain excellent relationships with Portfolio Fund Managers with which they have previously invested. However, because of the number of investors seeking to gain access to the top performing investment funds, co-investments, secondary investments and other vehicles, there can be no assurance that the Adviser will be able to secure interests on behalf of the Fund in all of the investment opportunities that it identifies for the Fund, or that the size of the interests available to the Fund will be as large as the Adviser would desire. In the event the assets of the Master Fund are considered to be “plan assets” under ERISA, such investment opportunities may be further limited. Moreover, as registered investment companies, the Master Fund and the Fund will be required to make certain public disclosures and regulatory filings regarding their operations, financial status, portfolio holdings, etc. While these filings are designed to enhance investor protections, Portfolio Fund managers may view such filings as contrary to their business interests and deny access to the Master Fund; but may permit other, non-registered funds or accounts, managed by the Adviser or its affiliates, to invest. As a result, the Fund may not be invested in certain private equity funds that are held by other unregistered funds or accounts managed by the Adviser or its affiliates, even though those private equity funds are consistent with the Fund’s investment objective. In addition, certain provisions of the 1940 Act prohibit the Master Fund and the Fund from engaging in transactions with the Adviser; however; unregistered funds also managed by the Adviser are not prohibited from the same transactions. As a result, the Master Fund and the Fund, due to their status as registered investment companies, may be ineligible to participate in certain opportunities that will be available to unregistered investment companies advised by the Adviser.

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Competition for Investment Opportunities

The Portfolio Funds encounter competition for investments from numerous other investment partnerships, limited liability companies, and trusts, as well as from individuals, corporations, bank and insurance company investment accounts, foreign investors, and other entities engaged in investment activities, including other investment funds. As a result, there can be no guarantee that a sufficient quantity of suitable investment opportunities for the Portfolio Funds will be found, that investments on favorable terms can be negotiated, or that the Fund will be able to fully realize on the value of its investments. Competition for investments may have the effect of increasing costs, thereby reducing investment returns to the Portfolio Funds in which the Fund is indirectly invested.

Time Required to Maturity of Investments

There is generally a period of at least two to four years before a Portfolio Fund has completed making its investments. Such investments also may take a significant period from the date they are made to reach a state of maturity allowing for realization of the investment to be achieved. As a result, based on historical realization periods for Portfolio Funds, it is likely that no significant cash return, if any, from disposition of an Portfolio Fund’s investments will occur until a substantial number of years from the date of closing of such Portfolio Fund. The proceeds of Fund’s investments, therefore, are not likely to be realized for a substantial time period.

Investments in Less Established Companies

The Portfolio Funds may invest a portion of their assets in the securities of less established companies. Investments in such portfolio companies may involve greater risks than are generally associated with investments in more established companies. For example, such companies may have shorter operating histories on which to judge future performance and, if operating, may have negative cash flow. In the case of start-up enterprises, such companies may not have significant or any operating revenues. Such companies also may have a lower capitalization and fewer resources (including cash) and be more vulnerable to failure, resulting in the loss of the Fund’s entire investment. In addition, less mature companies could be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any company in which a Portfolio Fund invests, the Fund may suffer a partial or total loss of capital invested in that company.

Economic Conditions

Changes in economic conditions, including, for example, interest rates, inflation rates, industry conditions, competition, technological developments, trade relationships, political and diplomatic events and trends, tax laws and innumerable other factors, can substantially and adversely affect the business and prospects of the Portfolio Funds and the Fund. These conditions are not within the control of the Adviser or the Portfolio Fund Managers.

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Portfolio Company Risks

Portfolio companies in which the Portfolio Funds invest will be subject to the risk that a proposed service or product cannot be developed successfully with the resources available to the enterprise. There can be no assurance that the development efforts of any portfolio company will be successful or, if successful, will be completed within the budget or time originally estimated. Additional funds may be necessary to complete such development, to achieve market acceptance, to support expansion or to achieve or maintain competitive positions. The portfolio companies may not be able to obtain such funds on favorable terms, or at all.

Many of the portfolio companies of a Portfolio Fund may operate at a loss or with highly erratic operating results. Such companies may face intense competition, including competition from companies with much greater financial resources, much more extensive development, production, marketing and service capabilities and a much larger number of qualified managerial and technical personnel. The Adviser anticipates that the Fund (through the Master Fund and the Portfolio Funds) will be making significant investments in companies in a number of sectors, some of which are rapidly changing, and such companies may face increased risks of product or service obsolescence. There can be no assurance that any particular portfolio company will succeed.

Foreign Currency Risks

The Fund is expected to invest a portion of its capital in Portfolio Funds based outside the United States for which fund currency is the euro or another non-U.S. dollar currency. In addition, these Portfolio Funds, as well as Portfolio Funds for which fund currency is the U.S. dollar, may make investments denominated in currencies other than the U.S. dollar. Fluctuations in the exchange rate between the U.S. dollar and these other currencies will result in changes to the values, in U.S. dollar terms, of the Fund’s Commitments as well as the Fund’s investments. The Adviser may, where it deems prudent and practicable, seek to mitigate the effect of such currency fluctuations by engaging in currency hedging activities, but it does not expect to eliminate the Fund’s exposure to exchange rate fluctuations.

Currency Denomination of Interests

The Fund is denominated in U.S. dollars. Investors subscribing for Interests in the Fund in any country in which U.S. dollars are not the local currency should note that changes in the value of exchange between U.S. dollars and such currency may have an adverse effect on the value, price, or income of the investment to such Investor. There may be foreign exchange regulations applicable to investments in foreign currencies in certain jurisdictions where this Offering Memorandum is being issued.

Non-Controlling Investments and Limited Rights as Shareholder

In connection with Co-Investments, the Fund may hold non-controlling interests in certain portfolio companies and, therefore, may have a limited ability to protect their interests in such companies and to influence such companies’ management. In addition, Co-Investments may be made with third parties through joint ventures or other entities, which may have larger or controlling ownership interests in such portfolio companies. In such cases, the Fund will rely significantly on the existing management and board of directors of such companies, which may include representatives of other financial investors with whom the Fund is not affiliated and whose interests may at times conflict with the interests of the Fund. Such Fund investment may involve risks in connection with such third-party involvement, including the possibility that a third party may be in a position to take (or block) action in a manner contrary to the Fund’s investment objectives or may have financial difficulties resulting in a negative impact on such investment. In addition, the Fund may in certain circumstances be liable for the actions of their third-party co-venturers. Co-Investments made with third parties in joint ventures or other entities also may involve carried interests and/or other fees payable to such third party partners or co-venturers. There can be no assurance that appropriate minority shareholder rights will be available to the Fund or that such rights will provide sufficient protection to the Fund’s interests.

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Multiple Tiers of Expenses

Each of the Portfolio Funds (i) pays (or requires its limited partners to pay) its respective general partners and investment advisers or managers certain fees and (ii) bears certain costs and expenses. Such fees and expenses are expected to reduce materially the actual returns to investors in the Portfolio Funds, including the Fund. In addition, because of the deduction of the fees payable by the Fund to the Investment Adviser and other expenses payable directly by the Fund from amounts distributed to the Fund by the Portfolio Funds or from the Investors’ capital contributions to the Fund, the returns to an Investor in the Fund will be lower than the returns to a direct investor in the Portfolio Funds. Each Investor in the Fund will pay, in effect, two sets of fees, one directly at the Fund level, and one indirectly through the Master Fund at the Portfolio Fund level. Fees and expenses of the Fund and the Portfolio Funds will generally be paid regardless of whether the Fund or Portfolio Funds produce positive investment returns. If the Fund or Portfolio Funds do not produce significant positive investment returns, these fees and expenses could reduce the amount recovered by an Investor in the Fund to less than its total capital contributions to the Fund.

Lack of Portfolio Information

The Adviser receives detailed information from each Portfolio Fund Manager regarding the investment performance and investment strategy of Portfolio Funds. The Adviser may have little or no means of independently verifying information provided by Portfolio Funds of their Portfolio Fund Managers and thus, may not be able to ascertain whether Portfolio Funds are adhering to their disclosed investment strategies and their investment and risk management policies.

Investments in Technology and Life Sciences Sectors

The Fund may invest a significant portion of the assets in Portfolio Funds that invest heavily in the technology and life sciences sectors or in Co-Investments in those sectors. These investments may pose a higher risk of loss and higher volatility than investments in other market sectors due to various factors. For example, the rapid pace of technological development may result in products or services developed by companies in which the Portfolio Funds or the Fund may invest becoming obsolete or having relatively short product cycles. Technology and life sciences companies also rely on a combination of patent, trademark, copyright, and trade secret laws, as well as confidentiality and non-compete agreements, to protect intellectual property assets that often represent a significant component of the value of their total assets. There can be no assurance that such precautions taken by the companies in which the Fund or the Portfolio Funds have invested will protect them against the adverse financial consequences arising from third parties’ unauthorized use or infringement of those assets or that these companies will not face allegations of unauthorized use or infringement of others’ intellectual property.

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Investing in a Master/Feeder Fund

The Fund pursues its investment objective by investing in the Master Fund. The Fund does not have the right to withdraw its investment in the Master Fund. Interests in the Master Fund also may be held by investors other than the Fund. These investors may include other investment funds, including investment companies that, like the Fund, are registered under the 1940 Act, and other types of pooled investment vehicles. When investors in the Master Fund vote on matters affecting the Master Fund, the Fund could be outvoted by other investors. The Fund also may be indirectly adversely affected otherwise by other investors in the Master Fund. Other feeder funds invested in the Master Fund may offer interests to their respective investors, if any, that have costs, expenses and other terms that differ from those of the Fund. Thus, the investment returns for investors in other funds that invest in the Master Fund may differ from the investment return of investors in the Fund.

Limitations on Performance Information

Performance of private equity vehicles is difficult to measure and therefore such measurements may not be as reliable as performance information for other investment products because, among other things: (i) there is no market for underlying investments, (ii) private equity investments take years to achieve a realization event and are difficult to value before realization, (iii) private equity investments are made over time as capital is drawn down from investments, (iv) the performance record of a private equity fund is not established until the final distributions are made, which may be 10-12 years or longer after the initial closing and (v) industry performance information for private equity funds may be skewed upwards due to survivor bias lack of reporting by underperforming managers.

Passive Interest in the Fund and Portfolio Funds

Except as otherwise provided in the Operating Agreement, the Investors will not have any right to participate in the day-to-day management of the business and operations of the Fund and the management of the Fund’s assets. Furthermore, the day-to-day management of the business and operation of each of the Portfolio Funds and the management of the assets of the Portfolio Funds, including the valuation by the Portfolio Funds of their assets, will be controlled by the respective general partners and sponsors or managers of the Portfolio Funds and not by the Fund.

Risk of Dilution

Investors that are admitted after the initial closing date of Fund may be required to pay a “make-up” amount to the Fund. Such newly admitted Investors will participate in existing Fund investments and will therefore dilute or reduce the level of Investors’ interests in those investments.

Valuation Risk

In light of the illiquid nature of the Interests, and of interests in the Portfolio Funds and other securities in which the Fund may invest, any valuation made by the Adviser of the Interests and Fund investments will be based on the Adviser’s good faith determination as to the fair value of those interests. There can be no assurance, however, that the values assigned in good faith by the Adviser to the Interests, interests in Portfolio Funds, or other Fund investments will equal or approximate the price at which they may be sold or otherwise liquidated or disposed of from time to time.

Indemnification Obligations and Limited Liability of Managers and Adviser

To the fullest extent permitted by applicable law, the Fund will indemnify and hold harmless the Managers, the Adviser and its affiliates and certain other persons set out in the Operating Agreement, against claims and liabilities to which they may become subject by reason of their position with or activities on behalf of the Fund. None of the indemnified persons will be indemnified, however, to the extent that any losses, claims, damages, or liabilities are determined to be the result of willful misconduct, bad faith or gross negligence in the performance of his, her or its duties or by reason of his, her or its reckless disregard of his, her or its obligations and duties, and no indemnification will be provided for any losses incurred as a result of such person’s investment in the Fund investments, or for expenses that such person has otherwise agreed to bear or for any losses, claims, damages, liabilities, costs or expenses attributable to any dispute or other action between or among such persons. It is expected that each Portfolio Fund in which the Fund invests also will be required to indemnify its manager and other entities or individuals involved in managing the Portfolio Fund for certain losses arising out of their activities on behalf of such Portfolio Fund. Such indemnification obligations of the Fund or Portfolio Funds, if required to be paid, could potentially reduce the returns to the Investors.

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Liquidation

The Fund may be dissolved, and the affairs of such Fund wound up, as provided in the applicable Operating Agreement. The dissolution and winding up of one or more feeder funds (e.g., the Fund) may result in the dissolution and winding up of the Master Fund, which may adversely affect the Investors.

Tax Considerations for the Fund

An Investor’s U.S. federal income tax liability with respect to income and gains of the Fund for a year may exceed the Fund’s distributions to such Investor in respect of such year. In addition, an Investor may be subject to various limitations on its ability to use its allocable share of deductions and losses of the Fund (e.g., passive loss limitations, investment interest limitations, capital loss limitations, and limitations on the deductibility of miscellaneous itemized deductions).

Investments by the Fund in certain types of foreign entities can result in either current taxation to U.S. Investors on amounts earned by the foreign entities although not distributed to the Fund or unfavorable tax treatment, relative to U.S. investments, upon the Fund’s indirect sale, exchange, or other disposition of an interest in the foreign entity.

Allocations of Income and Loss to Investors

For income tax purposes, each Investor will be treated as a partner of the Fund and, as such, generally will be taxed upon its distributive share of each item of the Fund’s income, gain, loss and deductions for each taxable year of the Fund. Generally, an Investor’s distributive share of Fund income, gain, loss, deduction or credit for U.S. federal income tax purposes is determined in accordance with the provisions of the Operating Agreement if those provisions either have substantial economic effect (as determined under Treasury Regulations) or are in accordance with the Investor’s “interest in the partnership.”

The Investment Adviser intends that the allocations in the Operating Agreement will be respected for U.S. federal income tax purposes. However, the Treasury Regulations regarding when allocations are respected are complex, and there can be no assurance that the allocations described in the Operating Agreement will be respected by the IRS. In particular, as described in more detail in “Reports to Investors,” the Fund will apply certain estimates and simplifying conventions intended to ensure that the Fund’s net taxable income, gains, loss, or deductions are properly allocated among Investors and the Special Member in a manner that reflects their beneficial interests in such tax items while permitting timely delivery of Schedule K-1s to Investors. Although simplifying conventions are contemplated by the Code and many funds use similar simplifying conventions, the use of this method may not be permitted under existing Treasury Regulations.

Tax Laws Subject to Change

It is possible that the current federal, state, local, or foreign income tax treatment accorded an investment in the Fund will be modified by legislative, administrative, or judicial action in the future. The nature of additional changes in federal or non-U.S. income tax law, if any, cannot be determined prior to enactment of any new tax legislation. However, such legislation could significantly alter the tax consequences and decrease the after tax rate of return of an investment in the Fund. Potential Investors therefore should seek, and must rely on, the advice of their own tax advisers with respect to the possible impact on their investments of recent legislation, as well as any future proposed tax legislation or administrative or judicial action.

Potential Conflicts of Interest

The Adviser is accountable to the Fund as a fiduciary and, consequently, must operate the Fund prudently, in good faith and in the interest of and for the benefit of the Investors. The Adviser does manage the assets of other clients and funds and, therefore, prospective Investors should be aware of potential conflicts of interest before investing. To mitigate any such conflicts, the Adviser will seek to apportion or allocate business opportunities among persons or entities to or with which it or its affiliates have fiduciary duties and other relationships on a basis that is fair and equitable to the maximum possible extent to each of such persons or entities, including the Fund.

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Neuberger Berman is a large participant in the equity and fixed income markets and engages in a broad spectrum of activities, including financial advisory services, research, sponsoring and managing public and private investment funds and accounts and other activities. In the ordinary course of its investment activities, Neuberger Berman’s activities or strategies, or the activities or strategies used for other accounts or funds managed by Neuberger Berman, may conflict with the transactions and strategies employed on behalf of the Master Fund. Neuberger Berman’s trading activities are carried out generally without reference to positions held by the Master Fund and may have an effect on the value of the positions so held, or may result in Neuberger Berman having an interest in the issuer adverse to that of a Portfolio Fund (e.g., Neuberger Berman may have a short position in a security held long by a Portfolio Fund). Neuberger Berman’s interests or the interests of its clients may conflict with the interests of the Investors, notwithstanding Neuberger Berman’s direct or indirect participation in the Fund’s investments. By acquiring an Interest in the Fund, each Investor will be deemed to have acknowledged the existence of such actual and potential conflicts of interest and to have waived any claim with respect to the existence of such actual and potential conflicts of interest.

Investment Adviser Affiliates May Engage in Adverse Activities. The Fund may invest, through the Master Fund, in Portfolio Funds (or indirectly in portfolio companies) that have relationships with affiliates of the Adviser. Such affiliates may take actions that are detrimental to the interests of the Fund in such Portfolio Funds or portfolio companies.

Certain affiliates of the Adviser invest for their own accounts as well as for other venture capital and investment advisory affiliates of the Adviser. By investing for its clients and its own account and the accounts of its officers and employees, affiliates of the Adviser may compete with a Portfolio Fund for potential investments in portfolio companies and with the Fund for investments in Portfolio Funds. Absent SEC exemptive relief, the Fund will not invest in any private equity funds sponsored by the Adviser or any of its affiliates or invest in a Portfolio Fund for which the Adviser or any of its affiliates act as placement agent, even if doing so may be advantageous to the Fund.

The 1940 Act prohibits the Master Fund from participating in certain transactions with certain of its affiliates. The Master Fund generally will be prohibited, for example, from buying or selling any securities from or to another client of the Investment Adviser, Sub-Adviser or of Neuberger Berman. The 1940 Act also prohibits certain “joint” transactions with certain of the Master Fund’s affiliates, which in certain circumstances could include investments in the same portfolio company (whether at the same or different times to the extent the transaction involves jointness). If a person acquires more than 25% of the Master Fund’s voting securities, the Master Fund will be prohibited from buying or selling any security from or to such person or certain of that person’s affiliates, or entering into prohibited joint transactions with such persons. Similar restrictions limit the Master Fund’s ability to transact business with its officers or Independent Managers or their affiliates. The SEC has interpreted the 1940 Act rules governing transactions with affiliates to prohibit certain “joint transactions” involving entities that share a common investment adviser. As a result of these restrictions, the scope of investment opportunities that would otherwise be available to the Master Fund may be limited.

The 1940 Act imposes significant limits on co-investment with affiliates of the Master Fund, and the Master Fund generally will not be permitted to co-invest alongside its affiliates in privately negotiated transactions unless the Master Fund obtains an exemptive order from the SEC or the transaction is otherwise permitted under existing regulatory guidance, such as transactions where price is the only negotiated term, and will not participate in transactions where other terms are negotiable. This reduces the amount of transactions in which the Master Fund can participate and makes it more difficult for the Master Fund to implement its investment objectives. The Adviser has filed an application for an exemptive order from the SEC that, if granted, is expected to expand the Master Fund’s ability to co-invest alongside its affiliates in privately negotiated transactions. No assurances can be given as to whether or when the SEC may issue this relief.

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Neither the Adviser nor its affiliates will consider the conflicts between their activities and the interests of any Portfolio Fund or portfolio company (in many cases the Adviser and those affiliates or the employees responsible for managing the Fund will not even be aware of these conflicts) and will engage in their business activities in the ordinary course without regard to whether a particular act or omission may have an adverse effect on the Fund.

Investment Opportunities May Be Allocated to Adviser Affiliates. Affiliates of the Adviser may be interested in some of the same investment opportunities as the Adviser. Accordingly, an affiliate of the Adviser may make an investment that would otherwise be appropriate for the Fund. As among the Fund (investing through the Master Fund) and the Adviser’s other fund-of-funds vehicles or other clients, investment opportunities presented to the Adviser will be allocated in a fair and equitable manner among the Adviser’s existing clients, taking into consideration the investment objectives and terms of such clients and any legal, tax or regulatory considerations specific to such clients. Opportunities that are suitable for more than one of the Adviser’s fund-of-funds vehicles, including the Fund, or other clients and for which there is insufficient capacity to fulfill each fund-of-funds vehicle’s or other client’s need, will be allocated among such clients pro rata in proportion to its amount available to invest in such opportunity, subject to any legal, tax and regulatory considerations of each client. For example, certain clients of the Adviser are subject to the Bank Holding Company Act and therefore may not be able to make an investment that the Master Fund is able to make. There can be no assurance that the Fund will be offered any specific investment opportunities that come to the attention of the Adviser’s affiliates.

The Fund (investing through the Master Fund) may invest in Portfolio Funds in which the Adviser and/or its affiliates (including, to the extent permitted by applicable law, other fund-of-funds products that have been or may be established by the Adviser and/or its affiliates) has an investment, and the Adviser and/or its affiliates may invest in Portfolio Funds in which the Fund has made an investment. The Adviser has adopted procedures governing the co-investment in securities acquired in private placements with certain clients of the Adviser.

The Adviser is not obligated, however, to invest for the Fund in any Portfolio Fund that Neuberger Berman, or its affiliates, may acquire for its or their own accounts if the Adviser concludes that it is not in the best interests of the Fund to acquire a position in such Portfolio Fund. The Investors in the Fund will not benefit from investments made by Neuberger Berman and its other affiliates.

There May be Conflicts of Interest at the Portfolio Fund Level. Each Portfolio Fund may become involved in activities in which there is a potential conflict between the interests of Portfolio Fund investors, like the Fund, and the Portfolio Fund’s management. Typically Portfolio Funds will have an investor’s committee with some degree of supervision over potential conflicts, although there can be no assurance that such committee, or other conflict of interest provisions of a Portfolio Fund’s governing documents, will be effective.

Conflicts Associated with Fee Arrangements with Portfolio Funds. In certain cases, the Adviser or its affiliates may enter into arrangements with a Portfolio Fund manager under which the Portfolio Fund manager agrees to rebate a portion of its management fee or make other fee payments in connection with an investment in the Portfolio Fund by an investment vehicle managed or sponsored by the Adviser or its affiliates. To the extent any such rebates or payments relate to the Master Fund’s investment in a Portfolio Fund, the Master Fund will receive the economic benefit of such rebate or payment. However, to the extent the Adviser, in its sole discretion, determines that such an arrangement is not permissible or appropriate for the Master Fund, other vehicles managed by the Adviser or its affiliates may nonetheless participate in the rebate or repayment. Affiliates of the Adviser may receive and retain these payments with respect to other investment vehicles in consideration of, or to defray the cost of, services provided by such affiliates. The receipt of such payments by affiliates of the Adviser could incentivize the Adviser to participate in Portfolio Funds whose managers agree to make such payments or could enhance the likelihood that Portfolio Fund managers will agree to make such payments.

Portfolio Fund Valuation May be Affected by Compensation Arrangements. If a Portfolio Fund calculates its compensation on the value of the Portfolio Fund’s assets, the Portfolio Fund’s manager may exercise discretion in assigning values to the Portfolio Fund’s investments. These factors can create a conflict of interest because the value assigned to an investment may affect the advisory fee at the Portfolio Fund level. If there is a difference in the advisory fee required to be paid, the Portfolio Fund’s documents generally do not require the Portfolio Fund’s manager to return past advisory fees, although claw-back provisions in a Portfolio Fund’s documents may permit the recovery of excess carried interest distributions.

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XIV.	CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain aspects of the U.S. federal income taxation of the Fund and its Investors that should be considered by a prospective Investor. The Fund has not sought a ruling from the IRS or any other U.S. federal, state, or local agency with respect to any of the tax issues affecting the Fund. Further, the Fund has not obtained an opinion of counsel with respect to any U.S. federal tax issues other than the classification of the Fund as a partnership for U.S. federal income tax purposes.

This summary is based on the Fund’s intended plan of operation applying the U.S. federal income tax laws as in effect on the date hereof as contained in the Code, Treasury Regulations, and relevant judicial decisions and administrative guidance. The U.S. federal tax laws are subject to change (possibly with retroactive effect), and any such change may materially affect the tax consequences of an investment in the Fund. Neither the Investment Adviser nor its counsel has any continuing duty to advise the Fund or any Investor of any changes in the tax law that may affect any party or cause any part of this discussion to become inaccurate. No rulings or opinions of counsel (except as noted above with respect to the Fund’s partnership status) have been or will be requested with respect to any tax-related matter discussed herein. There can be no assurance that the positions the Fund takes on its tax returns will be accepted by the IRS. This discussion relates only to U.S. federal income taxes and not to any local, state or foreign taxes or U.S. federal taxes other than income taxes.

Because this is a general summary, it does not address all aspects of U.S. federal income taxation that may be relevant to a particular Investor in light of the Investor’s particular circumstances, nor does it address, unless explicitly noted (and only to the extent so noted), certain types of Investors subject to special treatment under the federal income tax laws, including but not limited to tax-exempt organizations, insurance companies, banks and certain financial institutions, broker-dealers, dealers in securities or currencies, traders in securities that elect to use the mark-to-market method of accounting for their securities, Investors who are themselves partnerships or other pass-through entities for federal income tax purposes, regulated investment companies, real estate investment companies, real estate mortgage investment conduits, expatriates, persons liable for alternative minimum tax, persons whose “functional currency” is not the U.S. dollar, persons holding their investment as part of a hedging, constructive sale or conversion, straddle, or other risk-reducing transaction, and persons acquiring their interests in the Fund in connection with the performance of services. Unless otherwise indicated, this summary addresses only individual citizens or residents of the United States, corporations (including entities treated as corporations for U.S. federal income tax purposes) organized under the laws of the United States, any state, or the District of Columbia, estates with income subject to United States federal income tax regardless of its source, or trusts subject to primary supervision by a United States court or for which United States persons control all substantial decisions.

Portions of this discussion address the ability of Investors to utilize items of loss or deduction allocated to them by the Fund. Potential Investors are cautioned that the Fund will not be operated for the purpose of generating tax deductions, losses, credits, or other benefits. Investors should not anticipate that an investment in the Fund will yield items of deduction, loss, or credit to offset items of income or gain from other sources.

Tax-exempt organizations should be aware that the Fund may generate UBTI and should carefully review those sections of this Offering Memorandum regarding liquidity and other financial matters to ascertain whether the investment objective of the Fund are consistent with their overall investment plans. Each tax-exempt Investor should consult with their tax advisers prior to purchasing an Interest in the Fund.

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THIS SUMMARY IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, LEGAL OR TAX ADVICE TO ANY PROSPECTIVE INVESTOR. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL TAX CONSEQUENCES AND ANY OTHER POTENTIAL TAX CONSEQUENCES UNDER THE LAWS OF ANY STATE, LOCALITY OR OTHER RELEVANT TAXING JURISDICTION ARISING FROM THE HOLDING OR DISPOSAL OF INTERESTS IN THE FUND.

U.S. Federal Income Tax Classification of the Fund and the Master Fund

[The Investors will receive an opinion from Dechert LLP, counsel to the Fund, that the Fund, as it is constituted on the date of the opinion, will be classified as a partnership and not as an association taxable as a corporation for U.S. federal income tax purposes.] Similarly, based upon the provisions of the Code and the Treasury Regulations, as currently in effect, the Master Fund expects that it will be classified as a partnership and not as an association taxable as a corporation for U.S. federal income tax purposes.

As entities that are properly classified as partnerships, the Fund and the Master Fund will generally not themselves be subject to U.S. federal income tax. For income tax purposes, each Investor will be treated as a partner of the Fund and, as such, will be taxed upon its distributive share of each item of the Fund’s income, gain, loss and deductions including the amounts of such items allocated to the Fund by the Master Fund (which will include income allocated from the Portfolio Funds that are treated as partnerships) for each taxable year of the Fund ending with or within the Investor’s taxable year. Each item will have the same character to an Investor and will generally have the same source (either United States or foreign), as though the Investor realized the item directly. Investors will be required to report these items regardless of the extent to which, or whether, the Fund or Investors receive cash distributions for such taxable year, and thus may incur income tax liabilities unrelated to any distributions to or from the Fund.

The Fund and/or Master Fund could fail to qualify as a partnership for U.S. federal income tax purposes in future years as a result of a variety of developments including, without limitation, (i) modifications of the law governing the classification of entities as partnerships and (ii) characterization of the Fund and/or Master Fund as a “publicly traded partnership” as a result of the volume and nature of contributions of capital and redemptions and transfers of interests in the Fund and/or Master Fund. While there can be no assurance, the Fund and the Master Fund each expects that it will not be characterized as a publicly traded partnership for U.S. federal income tax purposes in future years based upon its anticipated ability to either (i) qualify for a safe harbor or (ii) be able to satisfy a general facts and circumstances test under applicable Treasury Regulations. Failure to qualify as a partnership would result in the Fund and/or Master Fund (as the case may be) being treated as a corporation for U.S. federal income tax purposes. As a corporation, the Fund or Master Fund (as the case may be) would generally be subject to an entity-level U.S. federal income tax, and all or a portion of its distributions (other than upon liquidation of such fund or an investor’s interest in such fund) could be characterized as dividends.

Allocations of Income and Loss to Investors

Generally, an Investor’s distributive share of Fund income, gain, loss, deduction or credit for U.S. federal income tax purposes is determined in accordance with the provisions of the Operating Agreement if those provisions either have substantial economic effect (as determined under Treasury Regulations) or are in accordance with the Investor’s “interest in the partnership.”

The Investment Adviser expects that the allocations in the Operating Agreement will be respected for U.S. federal income tax purposes. However, the Treasury regulations regarding when allocations are respected are very complex, and there can be no assurance that the allocations described in the Operating Agreement will be respected by the IRS.

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Investor’s Tax Basis in its Interest

An Investor’s tax basis in its Interest will include the amount of money and/or tax basis of property (if any) that the Investor contributes to the Fund, increased principally by the Investor’s distributive share of any Fund income and certain Fund liabilities (if any), and decreased, but not below zero, principally by (i) the amount of cash distributions from the Fund to the Investor and the adjusted tax basis of any distributions in kind from the Fund to the Investor, (ii) the amount of the Investor’s distributive share of the Fund’s losses and (iii) the Investor’s share of a reduction in certain Fund liabilities, if any.

Distributions

A cash distribution to an Investor generally will be taxable only to the extent that it exceeds the Investor’s tax basis in its Interest. The amount of the distribution, if any, that is in excess of tax basis will be considered to be gain from the sale of the Interest and generally taxable as capital gain except to the extent attributable to certain ordinary income items of the Fund. Subject to certain exceptions, an Investor would generally recognize loss with respect to its Interest only upon the receipt of a distribution consisting solely of cash in an amount that was less than the Investor’s tax basis in its Interest and which occurred in connection with a complete liquidation of the Investor’s Interest.

Distributions of property other than cash, whether in complete or partial liquidation of an Investor’s Interest, generally will not result in the recognition of taxable income or loss to the Investor (except to the extent such distribution is treated as made in exchange for such Investor’s share of the Fund’s unrealized receivables). However, under Section 731 of the Code, a distribution consisting of marketable securities in many cases is treated as a distribution of cash (rather than property) unless the distributing partnership is an “investment partnership” within the meaning of Section 731(c)(3)(C)(i) and the recipient is an “eligible partner” within the meaning of Section 731(c)(3)(C)(iii). While there can be no assurance, the Fund expects to qualify as an “investment partnership” within the meaning of Section 731(c)(3)(C) of the Code as long as neither the Fund nor the Master Fund (1) actively and substantially participates in the management of any Portfolio Fund or (2) holds an interest of 20 percent or more of the total capital and profits interests in any Portfolio Fund. If the Fund so qualifies, and the Investor is an “eligible partner,” which term should include an Investor whose contributions to the Fund consisted solely of cash, the non-recognition rules described herein should apply.

Sale of Interests

An Investor generally will recognize capital gain or loss on the sale of an Interest, except for any gain attributable to unrealized receivables or inventory items held by the Fund at the time of the sale. Based upon the anticipated operations of the Fund, the Investment Adviser does not anticipate that the Fund will hold any significant amounts of unrealized receivables or inventory items. The difference between the amount realized upon a sale of an Interest and the Investor’s adjusted tax basis in the Interest will determine the amount of gain or loss recognized. For this purpose, the amount realized will include the Investor’s share of any Fund liabilities.

In general, the sale of an Interest by an Investor will not affect the Fund’s ongoing operations. If, however, Interests representing 50% or more of the Fund were to be sold within a twelve-month period, then the Fund would terminate for tax purposes. The Operating Agreement prohibits transfers of Interests without the consent of the Fund’s Board of Managers.

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An Investor selling appreciated securities distributed to it tax-free by the Fund will generally recognize taxable gain based on the total appreciation in the value of the securities (subject to certain adjustments and exceptions in the case of a distribution in liquidation of an Investor’s interest in the Fund), including such appreciation that accrued while the securities were held by the Fund.

Medicare Tax

An additional 3.8% Medicare tax is imposed on certain net investment income of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

Elections Regarding Tax Basis Adjustments

The Code generally provides for optional adjustments to the basis of partnership property upon distributions of partnership property to a partner and transfers of partnership interests (including by reason of death) provided that a partnership election has been made pursuant to Section 754 of the Code. The actual effect of any such election may depend upon whether the Master Fund also makes such an election. In general, such an election by the Fund would permit the Fund to adjust the tax basis of its assets to reflect gain or loss attributable to the sale or exchange of an Interest or to reflect any difference between the Fund’s tax basis in any property distributed to an Investor and the tax basis the Investor receives in the property. The election generally could be beneficial if the Fund’s assets have appreciated in value. Because the election, once made, cannot be revoked without the consent of the IRS, if the election were made and there were many transfers, the calculation of the adjustments and the necessary recordkeeping could become complex thereby increasing the Fund’s administrative costs. There can be no assurance whether a Section 754 election will be made on behalf of the Fund.

The Fund generally will be required to adjust the tax basis of its assets in the same manner as if a Section 754 election were in effect upon (i) transfers of Interests at a time when the adjusted tax basis of the Fund’s assets exceeds their fair market value by more than $250,000 and (ii) distributions of cash or property to an Investor that would have produced a downward adjustment in the tax basis of the Fund’s assets of more than $250,000 had a Section 754 election been in effect. In lieu of the adjustment described in clause (i) of the preceding sentence, if the Fund qualifies to make an election to be an “electing investment partnership,” as defined in Section 743 of the Code, the Fund could elect to preclude the transferee of the Interest from deducting its allocable share of any loss realized by the Fund on the sale or exchange of Fund assets to the extent the transferor Investor realized a loss on the original transfer of its Interest. Although the Fund expects that it will qualify to make an election to be an “electing investment partnership,” there can be no assurances that it will so qualify. In addition, because of the limited relief provided by such election and the complexity required to determine the amount of loss that the transferee Investor could not deduct, the Fund may determine that such election should not be made.

The Fund also will provide Investors with statements to assist Investors in determining and reporting on their federal income tax returns items of taxable income, gain, loss, deduction and credit arising from their investment in the Fund. NB Private Equity is dedicated to providing our investors with accurate and timely financial reports and K-1s. NB Private Equity’s processes and proprietary software are such that we expect to be able to provide our investors with tax information based upon NB Private Equity’s valuation and reporting process that relies on a combination of proprietary reporting systems and a close integration of our back office team and the Fund’s Administrator and our investment professionals in the monitoring and valuation process within 105 days of year end. However, the Fund may be delayed in providing final Schedule K-1s to Investors. In the event of a delay, Investors will most likely be required to obtain extensions of the filing dates for their U.S. federal, state and local income tax returns. Investors will be responsible for any and all costs and fees incurred by them in connection with obtaining the tax extensions.

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Investments in Portfolio Funds

The Fund, through its investment in the Master Fund, expects to invest in Portfolio Funds rather than directly engage in any business operations. The Fund anticipates, but can provide no assurance that, the Portfolio Funds will be treated as partnerships for U.S. federal income tax purposes and will, in turn, invest in the equity or debt securities of portfolio companies. Assuming for the remainder of this discussion that this is so, the U.S. federal, state and local income tax consequences of the Fund’s indirect investment in a Portfolio Fund will depend heavily on the structure and other circumstances of the portfolio companies selected by Portfolio Funds. Beyond its ability to choose among Portfolio Funds in which to invest, the Master Fund will have no control over the Portfolio Funds and their choice of investments. Therefore, Investors must be prepared for allocations presenting a wide variety of U.S. federal, state and local income tax consequences.

To the extent Portfolio Funds invest in domestic portfolio companies taxed as corporations, unlike those taxed as partnerships, such companies are subject to U.S. federal income tax and will report separately their income, gains, losses, deductions, and credits on their own tax return. Interest or dividends earned from such portfolio companies will generally be ordinary income. Dividends earned from such portfolio companies may be eligible for the preferential rates applicable to qualified dividend income, which is generally taxed at a maximum rate of 20%. Generally, the U.S. federal income tax consequences of a Portfolio Fund’s disposition of investments in domestic portfolio companies will depend on whether the Portfolio Fund is treated as an investor or trader (i.e., realizing capital gains or losses), or a dealer (i.e., realizing ordinary income or loss) for tax purposes.

To the extent Portfolio Funds invest in domestic portfolio companies taxed as partnerships, such portfolio companies, like the Fund itself, will not be subject to U.S. federal income tax. The Portfolio Funds, the Master Fund and indirectly the Fund and the Investors themselves, must take into account for tax purposes a distributive share of such a portfolio company’s items of taxable income, gain, loss, deduction, and credit without regard to whether the portfolio company ever makes distributions. Moreover, the Portfolio Funds, the Master Fund, the Fund, and Investors will be deemed engaged in any trade or business carried on by a portfolio company taxed as a partnership. As noted above, the U.S. federal, state and local income tax consequences of a Portfolio Fund’s disposition of investments in domestic portfolio companies will depend on whether the Portfolio Fund is treated as an investor, trader, or a dealer for tax purposes. In addition, when disposing of a domestic portfolio company treated as a partnership, gain or loss attributable to inventory or unrealized receivables of the company (defined broadly to include, among other items recapture items, market-discount bonds, short-term obligations, and stock in certain foreign corporations) that might otherwise be capital gain will instead be ordinary income or loss.

To the extent the Portfolio Funds invest in foreign entities, the tax consequences will vary widely depending on the jurisdiction and structure of the portfolio company. Foreign portfolio companies treated as corporations for U.S. federal income tax purposes may be classified as “controlled foreign corporations” or “passive foreign investment companies” under the Code, subject to a variety of unfavorable U.S. federal income tax consequences, including but not limited to accelerating the timing of taxable income to the Investors, altering the character (i.e., ordinary vs. capital gain) of an Investor’s income and potentially increasing an Investor’s overall U.S. federal income tax liability. In addition, in certain circumstances, an Investor may incur additional U.S. federal income tax reporting obligations. Investors should consult their own tax advisors about the applicability of the controlled foreign corporations and passive foreign investment companies rules and the U.S. federal income tax consequences of such rules to their investment in the Fund. Gains or losses from certain foreign currency transactions attributable to exchange rate fluctuations are treated as ordinary income or loss. In addition to taxing the portfolio company’s operations, foreign jurisdictions may impose withholding taxes on dividends, interest, or other payments to the Portfolio Funds. Subject to numerous limitations, Investors may be entitled to a credit or deduction for their share of such withholding taxes and certain other foreign taxes incurred by the Portfolio Funds, the Master Fund or the Fund.

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Portfolio Funds and their portfolio companies may engage in business in, otherwise derive income from, and in general be subject to taxing authority in numerous state, local, and foreign jurisdictions. Investors, by virtue of their participation in the Fund, may be subject to tax payment and reporting obligations in such jurisdictions under their widely varying rules and regulations. Each Investor should consult an independent adviser regarding how an investment in the Fund may affect his, her, or its state, local, and foreign tax payment and reporting obligations.

Limitations on Certain Deductions

Limitation on Deductibility of Interest Expense

For non-corporate taxpayers, Section 163(d) of the Code limits the deduction for “investment interest” (i.e., interest or short sale expenses for “indebtedness properly allocable to property held for investment”). Investment interest is not deductible in the current year to the extent that it exceeds the taxpayer’s “investment income,” consisting of net gain and ordinary income derived from investments in the current year. Long-term capital gain is excluded from investment income for this purpose unless the taxpayer elects to pay tax on such amount at ordinary income tax rates. The deduction for any investment interest that is disallowed under Section 163(d) of the Code for any year may generally be carried forward and used in subsequent years, subject to the limitations of Section 163(d) in the subsequent years.

For purposes of this provision, income of the Fund generally will be treated as investment income, and the investment interest limitation generally would apply to a non-corporate Investor’s share of any interest expense attributable to the Fund’s operations. In such case, a non-corporate Investor could be denied a deduction for all or part of that portion of its distributive share of the Fund’s ordinary losses attributable to interest expenses. The investment interest limitation would also apply to interest paid by a non-corporate Investor on money borrowed to finance its investment in the Fund. Prospective Investors are advised to consult with their own tax advisors with respect to the application of the investment interest limitation in their particular tax situations.

Application of Rules for Income and Losses from Passive Activities

The Code restricts the deductibility of losses from a “passive activity” against certain income that is not derived from a passive activity. This restriction applies to individuals, certain trusts, estates, personal service corporations and certain closely held corporations.

Pursuant to Temporary Regulations issued by the Treasury Department, income or loss from the Fund’s investment activity generally will not constitute income or loss from a passive activity. Therefore, for an Investor subject to these rules, passive losses from other sources generally will not be able to be deducted against the Investor’s share of income and gain from the Fund.

Deductibility of Fund Investment Expenditures by Non-Corporate Investors

Investment expenses (excluding investment interest expenses) of an individual, trust or estate are deductible only to the extent they exceed 2% of adjusted gross income. In addition, the Code further restricts the ability of an individual with an adjusted gross income in excess of a specified amount to deduct such investment expenses. Under such provision, investment expenses in excess of 2% of adjusted gross income may be deducted only to the extent such excess expenses (along with certain other itemized deductions) exceed the lesser of (i) 3% of the excess of the individual’s adjusted gross income over the specified amount or (ii) 80% of the amount of certain itemized deductions otherwise allowable for the taxable year. Moreover, investment expenses are not deductible by a non-corporate taxpayer in calculating its alternative minimum tax liability. An Investor’s allocable share of the expenses of the Fund (including the management fee) will be investment expenses for purposes of these rules.

The consequences of the investment expense limitations will vary depending upon the particular tax situation of each taxpayer. Accordingly, non-corporate Investors should consult their tax advisors with respect to the application of these limitations.

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Application of Basis and “At Risk” Limitations on Deductions

The amount of any loss of the Fund that an Investor is entitled to include in its income tax return is limited to its adjusted tax basis in its Interest as of the end of the Fund’s taxable year in which such loss occurred. Similarly, an Investor that is subject to the “at risk” limitations (generally, non-corporate taxpayers and closely held corporations) may not deduct losses of the Fund to the extent that they exceed the amount such Investor has “at risk” with respect to its Interest at the end of the year. The amount that an Investor has “at risk” will generally be the same as its adjusted basis as described above, except that it will generally not include any amount attributable to liabilities of the Fund or any amount borrowed by the Investor unless, in each case, the Investor is personally liable to repay such liabilities from other sources.

Losses denied under the basis or “at risk” limitations are suspended and may be carried forward in subsequent taxable years, subject to these and other applicable limitations.

Tax Returns; Audit

The Fund is required to file annual information returns reporting its income, expenses and other tax items and the amounts of such items properly allocable to each of its Investors. The Fund’s tax returns are subject to review by the IRS and other taxing authorities, which may dispute the Fund’s tax positions. Any recharacterizations or adjustments resulting from an audit may require each Investor to file amended tax returns and/or pay additional income taxes, interest or penalties and possibly may result in an audit of the Investor’s own tax return.

The Fund’s tax matters partner (the Special Member) will have considerable authority with respect to the tax treatment of Fund items and the procedural rights of the Investors. The Special Member generally will be able to extend the statute of limitations on behalf of all Investors with respect to Fund items and to effect settlements with respect to tax deficiencies that bind certain Investors. An Investor may file with the IRS a statement that the Special Member does not have the authority to enter into a settlement agreement on behalf of that Investor.

For returns filed for Fund taxable years beginning after 2017 (or possibly sooner, if the Fund so elects), new partnership audit rules will apply. Under the new regime, a “partnership representative,” rather than the tax matters partner, will have sole authority to act on behalf of the Fund in any audit proceeding, and generally would bind the Fund and the Investors. Absent certain elections by the Fund, this new audit regime could cause any adjustments to Fund tax items, and any resulting tax liability, to be determined and collected at the Fund level and thus borne by the Investors in the year in which the audit is completed, rather than the year to which the audit relates. It is expected that the Special Member will act as the Fund’s “partner representative” and, as such, will have authority to make elections and otherwise act on behalf of the Fund in the event of an audit. Future guidance is expected to clarify many aspects of this new partnership audit regime.

Tax-Exempt Investors; UBTI

Qualified pension and profit sharing plans (including Keogh or HR 10 Plans), individual retirement accounts (“IRAs”), educational institutions and other Investors exempt from taxation under Code Section 501 are generally exempt from federal income tax except to the extent that they have UBTI. UBTI is income from an unrelated trade or business regularly carried on, excluding various types of permissive investment income such as dividends, interest, and capital gains (so long as not derived from debt financed property).

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To the extent that the Fund directly or indirectly holds property that constitutes debt financed property, property primarily for sale to customers (“dealer” property), or an investment in a partnership or other pass through entity that holds debt-financed property or otherwise generates unrelated business taxable income, income attributable to such property or activity that is allocated to an exempt organization which has acquired an equity interest in the Fund will constitute UBTI.

UBTI in excess of $1,000 in any year is taxable and may result in an alternative minimum tax liability.

The foregoing discussion is intended to apply primarily to qualified plans; the UBTI of certain other exempt organizations may be computed in accordance with special rules. For example, under current law, the receipt of any amount of UBTI in a year by a charitable remainder trust will subject the trust taxable to a 100% excise tax on all of its UBTI for that year. For this reason, an investment in the Fund may be unsuitable for such trusts.

There are no restrictions on the Fund’s ability to realize income that could be characterized as UBTI. Neuberger Berman may form other feeder funds that will be treated as corporations for U.S. federal income tax purposes. Investors concerned about ECI should contact the Investment Adviser regarding such alternative structures.

Non-U.S. Investors

The Fund must withhold U.S. federal income tax at a rate of 30 percent (or any lower rate provided by an applicable tax treaty) with respect to the distributive share of the Fund's income of an investor that, for U.S. federal income tax purposes, is a non-resident alien individual, a foreign corporation, or a foreign estate or trust (a “Non-U.S. Investor”), if such income consists of certain types of U.S. source income (such as interest (other than “portfolio interest”), dividends and rents) not effectively connected with the conduct by the Fund of a U.S. trade or business.

Generally, if the Fund is (or is treated as) engaged in the conduct of a U.S. trade or business, a Non-U.S. Investor’s distributive share of the Fund's taxable income effectively connected with such trade or business is subject to U.S. federal income tax on a net basis. In addition, a Non-U.S. Investor that is a corporation would generally also be subject to a 30% branch profits tax (or lower treaty rate, if applicable) on its effectively connected earnings and profits that are not timely reinvested in a U.S. trade or business. The net U.S. federal income tax is generally collected by means of a U.S. federal withholding tax payable quarterly by the Fund at the highest applicable ordinary income tax rate. This tax must be paid without regard to whether the Fund makes actual distributions to Non-U.S. Investors. Each Non-U.S. Investor generally would be allowed a credit for its distributive share of the withholding tax paid by the Fund against its U.S. federal income tax liability. The Non-U.S. Investor would be liable to the extent the actual tax liability were greater than the amount withheld and any excess withholding tax may generally be eligible for a refund.

A Non-U.S. Investor (other than an individual) would be subject to U.S. federal withholding taxes (at a 30% rate) on payments of certain amounts made to the Non-U.S. Investor (“withholdable payments”), unless the Non-U.S. Investor complies or is deemed compliant with applicable reporting and withholding requirements. Withholdable payments generally will include interest (including original issue discount), dividends, rents, annuities, and other fixed or determinable annual or periodical gains, profits or income, if such payments are derived from U.S. sources, as well as (effective January 1, 2019) gross proceeds from dispositions of securities that could produce U.S. source interest or dividends. Income which is effectively connected with the conduct of a U.S. trade or business is not, however, included in this definition. To avoid the withholding tax, unless deemed compliant, the Non-U.S. Investor would be required to identify and disclose certain identifying and financial information about certain U.S. account holders or investors, and in certain circumstances may be required to withhold tax (at a 30% rate) on withholdable payments and related payments made to any account holder or investor which fails to furnish the requested information.

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All Investors will be required to obtain U.S. taxpayer identification numbers and furnish appropriate documentation certifying as to their U.S. or non-U.S. tax status, together with such additional tax information as the Special Member may from time to time request. Failure to furnish requested information or (if applicable) satisfy its FATCA obligations may subject an Investor to U.S. withholding taxes and/or mandatory withdrawal, transfer or other termination of such Investor’s interest in the Fund.

There are no restrictions on the Fund’s ability to realize income that could be characterized as ECI. Neuberger Berman may form other feeder funds that will be treated as corporations for U.S. federal income tax purposes. Investors concerned about ECI should contact the Investment Adviser regarding such alternative structures.

Non-U.S. Investors should consult their own tax advisers as to the tax consequences to them of an investment in the Fund, including the possible application of any treaty provisions, withholding and other taxes and reporting requirements.

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XV.	ADDITIONAL INFORMATION

Summary of Operating Agreement

The following is a summary description of additional items and of select provisions of the Operating Agreement. The description of such items and provisions is not definitive and reference should be made to the complete text of the form of Operating Agreement contained as an exhibit.

Liability of Investors. Investors of the Fund will be members of a limited liability company as provided under Delaware law. Under Delaware law and the Operating Agreement, an Investor will be liable for the debts and obligations of the Fund only to the extent of its capital commitments and any contributions to the capital of the Fund (plus any accretions in value thereto prior to withdrawal) and an Investor, in the discretion of the Board, may be obligated to satisfy withholding tax obligations with respect to such Investor.

Duty of Care. The Operating Agreement provides that neither the Managers nor, if applicable, the Investment Adviser or the Sub-Adviser (including certain of their affiliates, among others) shall be liable to the Fund or any of its Investors for any loss or damage occasioned by any act or omission in the performance of their respective services as such in the absence of willful misconduct, bad faith, gross negligence or reckless disregard of their duties. The Operating Agreement also contains provisions for the indemnification, to the extent permitted by law, of the Managers by the Fund, but not by the Investors individually, against any liability and expense to which any of them may be liable which arises in connection with the performance of their activities on behalf of the Fund. A Manager will not be personally liable to any Investor for the repayment of any balance in such Investor’s Capital Account or for contributions by such Investor to the capital of the Fund or by reason of any change in the federal or state income tax laws applicable to the Fund or its Investors. The rights of indemnification and exculpation provided under the Operating Agreement do not provide for indemnification of a Manager for any liability, including liability under federal securities laws that, under certain circumstances, impose liability even on persons that act in good faith, to the extent, but only to the extent, that such indemnification would be in violation of applicable law.

Dissolution and Liquidation. The Fund will be dissolved upon the occurrence of any of the following:

the expiration of its term, except as otherwise extended pursuant to the Operating Agreement;

upon the affirmative vote by the Managers, subject, to the extent required by the 1940 Act, to the consent of the Investors;

the sale or other disposition at any one time of all or substantially all of the assets of the Fund; and

dissolution required by operation of law.

Upon the occurrence of any event of dissolution, the Managers or a liquidator acting as such under appointment by the Managers is charged with winding up the affairs of the Fund and liquidating its assets. Net profits or net losses during the fiscal period including the period of liquidation will be allocated as described in the Operating Agreement.

Upon the dissolution of the Fund, its assets are to be distributed to its members in accordance with the positive balance in their respective Capital Accounts, after providing for all obligations of the Fund.

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Voting. Each Investor has the right to vote based on the pro rata value of its Interest at a meeting of Investors called by the Managers. Investors will be entitled to vote on any matter on which shareholders of a registered investment company organized as a corporation would normally be entitled to vote, including the election of Managers, approval of the Master Fund’s agreement with any investment adviser to the Fund, and certain other matters, to the extent that the 1940 Act requires a vote of Investors on any such matters. Except for the exercise of their voting privileges, Investors in their capacity as such are not entitled to participate in the management or control of the Fund’s business, and may not act for or bind the Fund.

Reports to Investors. The Fund will furnish to Investors, as soon as practicable after the end of each taxable year, information that is necessary for Investors to complete their income tax or information returns, along with any other tax information required by law. Accordingly, NB Private Equity expects to be able to deliver to investors Schedule K-1s based upon NB Private Equity’s valuation and reporting process that relies on a combination of proprietary reporting systems and a close integration of our back office team and the Fund’s Administrator and our investment professionals in the monitoring and valuation process within 105 days of year end. The tax information in such Schedule K-1s will be based on NB Private Equity’s portfolio valuation and it is expected that the Fund will issue its Investors Schedule K-1s prior to April 15of the following year in advance of the Fund receiving all Schedule K-1s from the Portfolio Funds. Once all Schedule K-1s from Portfolio Funds are received by the Fund, the Special Member will be issued its Schedule K-1 for that taxable year. Any variation in the Fund’s net taxable income and gains from the amounts reflected on the Schedule K-1s previously issued to Investors will be reflected on the Special Member’s Schedule K-1. As a result, if the Fund’s actual net taxable income and gains exceed the corresponding amounts described on the Investors’ Schedule K-1s, the Special Member’s Schedule K-1 will generally reflect an additional allocation of income and gains to the extent of such excess. Similarly, if the Fund’s actual net taxable income and gains are less than the corresponding amounts described on the Investors’ Schedule K-1s, the Special Member’s Schedule K-1 will generally reflect a decreased allocation of income and gains. If such an adjustment occurs, Investors’ allocable share of the Fund’s net taxable income and gains will then be adjusted during the following year in order to compensate for or “true up” any amount of adjustments to the Special Member’s earnings that occurred during the prior year as a result of the process used to deliver Schedule K-1s to Investors on the timeline described above. That adjustment assures that net taxable income and gains are properly allocated among the Investors and the Special Member based on the final tax information received from the Portfolio Funds while permitting timely tax reporting to Investors. While the Investment Adviser expects that the allocations described above will be respected for U.S. federal income tax purposes, it is possible that the IRS may disagree. See Section XIII – “Risk Factors and Potential Conflicts of Interest,” “Allocations of Income and Loss to Investors” for more information.

Although the Fund expects to be able to provide final Schedule K-1s to Investors for any given tax year within 105 days of year end, the Fund may be delayed in providing final Schedule K-1s to Investors. In the event of a delay, Investors will likely be required to obtain extensions of the filing dates for their U.S. federal, state, and local income tax and information returns. Investors will be responsible for any and all costs and fees incurred by them in connection with obtaining the tax extensions. Portfolio Funds and their portfolio companies may engage in business, otherwise derive income from, and in general be subject to taxing authority in numerous state, local, and foreign jurisdictions. Investors, by virtue of their participation in the Fund, may be subject to tax payment and reporting obligations in such jurisdictions under their widely varying rules and regulations. Each Investor should consult an independent adviser regarding how an investment in the Fund may affect his, her, or its state, local, and foreign tax payment and reporting obligations.

It is the responsibility of each Investor to investigate the legal and tax consequences, under the laws of pertinent jurisdictions, of his investment in the Fund. We strongly recommend that each prospective Investor consult, and depend upon, its own tax counsel or other advisor with regard to those matters. Further, it is the responsibility of each Investor to file all state, local and non-U.S., as well as U.S. federal tax returns that may be required of it.

Independent Registered Public Accounting Firm

[ ], [ ], serves as the independent registered public accounting firm of the Fund.

Legal Counsel

Dechert LLP, 1095 Avenue of the Americas, New York, NY 10036, serves as legal counsel to the Fund and the Master Fund.

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APPENDIX A

Securities Legends For Select Jurisdictions

FOR PROSPECTIVE INVESTORS IN FLORIDA: WHEN SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA, ANY SALE IN FLORIDA MADE IN RELIANCE ON THE EXEMPTION FROM REGISTRATION CONTAINED IN SECTION 517.061(11) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT IS VOIDABLE BY THE PURCHASER EITHER WITHIN THREE DAYS AFTER THE FIRST TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR AN ESCROW AGENT, OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.

FOR PROSPECTIVE INVESTORS IN GEORGIA: THE INTERESTS HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10–5–9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

FOR PROSPECTIVE INVESTORS IN PENNSYLVANIA: THESE SECURITIES WILL BE SOLD ONLY TO “ACCREDITED INVESTORS” AS REFERENCED IN SECTION 203 (T) OF THE PENNSYLVANIA SECURITIES ACT OF 1972 (THE “PA ACT”). PURSUANT TO SECTION 207(M)(2) OF THE PA ACT, EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION, DIRECTLY FROM AN ISSUER OR AN AFFILIATE OF AN ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO THE SELLER, UNDERWRITER (IF ANY), OR ANY OTHER PERSON, WITHIN TWO BUSINESS DAYS AFTER THE ISSUER RECEIVES A SIGNED SUBSCRIPTION AGREEMENT.

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APPENDIX B

Related Performance Information

for the Sub-Adviser’s Private Equity Fund of Funds Vehicles

Information concerning certain discretionary private equity fund of funds vehicles and managed accounts managed by the Sub-Adviser is provided below for the purposes of illustrating the Investment Adviser’s prior experience with respect to investments in private equity funds.

The performance information below does not represent the performance of the Fund or the Master Fund (which have not commenced investment operations as of the date hereof) but rather represents the performance of private investment vehicles managed by the Sub-Adviser with substantially similar investment objectives, policies and strategies to those of the Fund and the Master Fund. The private investment vehicles whose performance information is presented below are privately offered funds that rely on an exemption from having to register as an investment company under the 1940 Act. As a result, such funds are not subject to the investment limitations, diversification requirements and other restrictions imposed by the 1940 Act.

Past performance of private investment vehicles managed by the Sub-Adviser is not indicative of future results, and there can be no assurance that the Fund will achieve comparable results or that the returns generated by the Fund or the Master Fund will equal or exceed those of other funds managed by the Sub-Adviser or that the Fund or the Master Fund will be able to implement its investment strategy or achieve its investment objectives.

Investors should recognize the limitations of performance information for private equity investments due to a variety of factors including the valuation, cash flow, investment seasoning and accounting dynamics outlined in Section XIII — “Risk Factors and Potential Conflicts of Interest – Limitations on Performance Information.”

Please see important disclosures below the table.

NB Private Equity Team’s primary fund of funds vehicles and managed accounts (“NB Private Equity Private Investment Portfolio”) have generated aggregate returns that place them among the top quartile of private equity investors. This top quartile track record reflects over [$6.1] billion in capital committed to more than 410 private equity managers, which in turn have made nearly 20,000 investments into underlying portfolio companies. The chart below shows that NB Private Equity Private Investment Portfolio’s annual compounded aggregate IRR after all fees and expenses, since inception and ending June 30, 2015, is 15.8% for its primary commingled funds and custom fund vehicles.

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Note: Past performance is not indicative of future results. Refer to the endnotes for certain important information related to the track record.

The following chart shows the net multiple of all recent NB Private Equity commingled and customized fund-of-funds against the Cambridge Fund of Funds Index. Every commingled and customized fund invested over the last seven years is outperforming the Cambridge Median Index.

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6/30/15 Net multiple vs. 3/31/15 Cambridge Fund of funds index

Source: Neuberger Berman performance as of June 30, 2015 and the median net multiple of Cambridge Associates Fund of Funds Index for each respective vintage year are as of March 31, 2015, the most recent available. Neuberger Berman performance represents pooled cash flows to all investors within each respective fund. Cambridge Associates data provided at no charge.

Important Performance Information

Past performance is not an indicator, guarantee or projection of future performance. The performance information presented (the “PI”) is derived from the financial statements of NB Private Equity primary fund of funds vehicles and managed accounts (each a “Fund Account”) and their underlying partnerships. Unless otherwise noted, the PI presented is based upon the most recent audited Fund Account net asset value as of June 30, 2015. The PI is net of NB Private Equity’s fees, expenses and carried interest (unless identified as gross), is a composite, does not represent the performance of any one Fund Account, is based on realized investments and the value of unrealized investments, and does not equate with the returns experienced by an investor in any particular Fund Account as a result of differences in the nature, timing and terms of investments. For net returns, the capital flows between a Fund Account and its investors and the investors’ capital account balance on the date of the calculation are utilized to calculate the PI. .For gross returns, the capital flows between a Fund Account and its investors and the investors’ capital account balance on the date of the calculation are utilized to calculate the PI. Vintage year returns are presented on a gross basis because the governing documents of the Fund Accounts do not provide a mechanism to appropriately allocate fees, expenses and carried interest to each investment on the basis of vintage year.

The PI does not include NB Private Equity vehicles and managed accounts that focus on secondary private equity investments or co-investments. If such vehicles and accounts were included, the since inception aggregate IRR ending June 30, 2015, net of fees, expenses and carried interest, is 13.9%. The PI also does not include the performance of recent Fund Accounts that commenced after 2011, as these Fund Accounts are too early in their investment cycle to have meaningful performance information. Certain Fund Accounts included in the PI consist of capital contributed by employees and affiliates and do not have fees, expenses, or carried interest. The PI does not include other private equity fund investments made by NB Private Equity or investments made by NB Private Equity for strategic purposes.

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Predecessors. The PI includes all Fund Accounts managed by NB Private Equity and its predecessor entities (the “Predecessors”), the oldest of which was founded in 1981. The PI is presented since January 1, 1987, which reflects the first full-year period for which the relevant Predecessor provided private equity fund of funds discretionary investment advice. NB Private Equity and its affiliates are the successor to all of the Predecessors’ operational assets and employed at the time of the succession substantially all of their key personnel, and NB Private Equity became either the advisor or sub-advisor to all then-existing Fund Accounts previously advised by the Predecessors. References to NB Private Equity include the Predecessors. Investment decisions for Fund Accounts are made by the Investment Committee on a majority vote basis. Any changes in personnel participating on the Investment Committee have occurred over a period of time and, with respect to each Predecessor, the members of the Investment Committee at the time of the relevant succession continued to serve as members of the Investment Committee immediately following the succession. Consequently, NB Private Equity continues to determine its investment advice with respect to Fund Accounts through the same decision-making process that was utilized by each of the Predecessors. The Investment Committee currently consists of eight voting members.

Indices. Each of the presented Indices are unmanaged and have no expenses, and the investment attributes of the PI differ materially from those of the Indices, and therefore, Fund Accounts and the Indices should not be considered equivalent in respect of potential investment returns or risks. The Indices are presented to show general trends in the markets for the period or vintage year presented. In comparing the Indices to Fund Accounts, capital contributions and distributions with respect to the Fund Accounts are treated as purchases and redemptions from the Indices, which are priced based upon the market value of the Indices on the corresponding dates. At the end of the presented period, all shares in the Indices are assumed sold to provide a terminal value.

Thomson Reuters’ Private Equity Performance Index is based on statistics as of March 31, 2015 published by Thomson Reuters’ Private Equity Performance Database analyzing the cash flows and returns for approximately 4,478 venture capital and private equity funds. The Thomson data are compiled from information provided to Thomson by investors and general partners of such funds and are not independently verified by Thomson or NB Private Equity. Returns are net to investors after management fees, expenses and carried interests at the underlying fund level, but, since the data are collected in respect of underlying funds, do not reflect the impact on returns of fund of funds level management fees, expenses and carried interests. The investment strategies of the funds included in the Thomson index are in some cases not the same as those in which the Fund Accounts are directly or indirectly invested.

The Standard & Poor’s 500 (“S&P 500”) is a basket of 500 widely-held stocks that is weighted by market value. The NASDAQ Composite Index is a market-value weighted index of all common stocks listed on the NASDAQ National Market. The FTSE 100 Index (Financial Times Stock Exchange Index) is a share index of the 100 most highly capitalized UK companies listed on the London Stock Exchange. The MSCI World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. Returns for the public stock indices are based upon simple quarterly market price appreciation of an investment in the index beginning on December 31, 1986 (or other relevant period) calculated on a annualized basis. Public market returns, other than MSCI World, exclude all dividends including both payment of dividends to an investor in the index and reinvestment of dividends in the index. Public market returns for MSCI World include all dividend payments to an investor in the index and exclude reinvestment of dividends in the index.

B-4

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Performance Measurement for Private Equity Vehicles. Unlike mutual funds or private investment funds that invest primarily in the public securities markets (e.g., hedge funds), performance of private equity funds generally is not measured on the basis of annual total return calculations. Rather, most private equity funds use the “internal rate of return” or “IRR” as a measure of fund performance. This is because most private equity funds invest capital over several years by calling capital from investors, and make distributions to investors periodically, generally in connection with realization of one or more underlying investments. Therefore, the timing and amount of cash flows are more significant in measuring the performance of a private equity fund because, unlike most mutual funds or hedge funds, the timing and amount of cash flows to and from a private equity fund generally are determined by the fund’s investment manager or affiliated general partner, rather than the investor. IRR is a measurement of the average annual yield earned on an investment since the investment’s inception. More specifically, IRR measures the internal rate of return on the present value of all capital called from investors, by calculating a rate of return on such capital contributions based on (i) all distributions made to investors and (ii) the value of residual unrealized investments in the applicable fund’s portfolio. The “net” IRR takes into account the management fees, expenses and carried interest paid by the applicable private equity fund-of-funds vehicle.

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PART C

OTHER INFORMATION

Part C of this Registration Statement should be read in conjunction with Parts A and B. Capitalized terms used in this Part C and not otherwise defined have the meanings given them in Parts A and B of this Registration Statement.

ITEM 25.

FINANCIAL STATEMENTS AND EXHIBITS

(1)	Financial Statements: Registrant has no assets and financial statements are omitted.

(2)

Exhibits:

(2)(a)(1)

Certificate of Formation.⁽¹⁾

(2)(a)(2)

Limited Liability Company Agreement.⁽²⁾

(2)(b)

Not Applicable.

(2)(c)

Not Applicable.

(2)(d)

See Item 25(2)(a)(2).

(2)(e)

Not Applicable.

(2)(f)

Not Applicable.

(2)(g)

Not Applicable.

(2)(h)

Placement Agency Agreement.⁽²⁾

(2)(i)

Not Applicable.

(2)(j)

Custodian Agreement.⁽²⁾

(2)(k)(1)

Administrative Services Agreement.⁽²⁾

(2)(k)(2)

Escrow Agreement.⁽²⁾

(2)(l)

Not Applicable.

(2)(m)

Not Applicable.

(2)(n)

Not Applicable.

(2)(o)

Not Applicable.

(2)(p)

Not Applicable.

(2)(q)

Not Applicable.

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(2)(r)(1)

Code of Ethics of Registrant.⁽²⁾

(2)(r)(2)

Code of Ethics of Investment Adviser.⁽²⁾

(2)(r)(3)

Code of Ethics of Sub-Adviser.⁽²⁾

(1)	Filed herewith.

(2)	To be filed by amendment.

ITEM 26.

MARKETING ARRANGEMENTS

Not Applicable.

ITEM 27.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Legal fees	$	[ ]
Blue Sky fees	$	[ ]
Printing	$	[ ]
Miscellaneous	$	[ ]
Total	$	[ ]

ITEM 28.

PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

[After completion of the private offering of Interests, the Registrant expects that no person will be directly or indirectly under common control with the Registrant, except that the Registrant may be deemed to be controlled by the Investment Adviser. Information regarding the ownership of the Investment Adviser is set forth in its Form ADV as filed with the SEC (File No. 801-8259).]

ITEM 29.

NUMBER OF HOLDERS OF SECURITIES

Set forth below is the number of record holders as of [ ], 2015, of each class of securities of the Registrant:

Title of Class: Limited Liability Company Interests

Number of Record Holders: [ ]

ITEM 30.

INDEMNIFICATION

[Registrant’s Operating Agreement contains provisions limiting the liability, and providing for indemnification, of the Registrant’s Managers and officers under certain circumstances. The Registrant hereby undertakes that it will apply the indemnification provision of the Operating Agreement in a manner consistent with Release 40-11330 of the Securities and Exchange Commission under the 1940 Act so long as the interpretation of Section 17(h) and 17(i) of the 1940 Act remains in effect.

Registrant, in conjunction with the Investment Adviser and Registrant’s Board, maintains insurance on behalf of any person who is an Independent Manager, officer, employee, or agent of Registrant, against certain liability asserted against him or her and incurred by him or her or arising out of his or her position. Registrant will not pay that portion of the premium, if any, for insurance to indemnify any such person for any act for which Registrant itself is not permitted to indemnify.]

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ITEM 31.

BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

A description of any other business, profession, vocation, or employment of a substantial nature in which the investment adviser of the Registrant, and each member, director, executive officer, or partner of any such investment adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of member, trustee, officer, employee, partner or director, is set forth in the Offering Memorandum in the section entitled “Management.”

ITEM 32.

LOCATION OF ACCOUNTS AND RECORDS

[All applicable accounts, books and documents required to be maintained by the Registrant by Section 31(a) of the 1940 Act and the Rules promulgated thereunder are in the possession and custody of the Registrant’s administrator, [ ], located at [ ], with the exception of certain documents which are in the possession and custody of the Investment Adviser, located at 605 Third Avenue, New York, NY 10158. Registrant is informed that all applicable accounts, books and documents required to be maintained by registered investment advisers are in the custody and possession of the Investment Adviser.]

ITEM 33.

MANAGEMENT SERVICES

Not Applicable.

ITEM 34.

UNDERTAKINGS

Not Applicable.

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SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York on the 18th day of November, 2015.

	NB Crossroads Private Markets Fund IV LLC

	By:		/s/ Robert Conti

	Name:	Robert Conti
	Title:	Chief Executive Officer and President

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, NB Crossroads Private Markets Fund IV Holdings LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York on the 18th day of November, 2015.

	NB Crossroads Private Markets Fund IV Holdings LLC

	By:		/s/ Robert Conti

	Name:	Robert Conti
	Title:	Chief Executive Officer and President

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EXHIBIT INDEX

(a)(1)

Certificate of Formation

		Page

I.	GLOSSARY OF DEFINED TERMS	1

II.	EXECUTIVE SUMMARY	3

III.	SUMMARY OF OFFERING TERMS	9

IV.	THE FUND	17

V.	INVESTMENT OBJECTIVE AND PROCESS	18
	Investment Objective and Process	18
	Waiving of Voting Rights	29
	Other Regulatory	29

VI.	MANAGEMENT	30
	Board of Managers	30
	Board of Managers and Officers	31
	Committees	31
	Investment Adviser and Sub-Adviser	31
	Portfolio Management	32
	Further Information Regarding Management of the Fund	41

VII.	THE OFFERING	45
	Description of Interests	45
	Investor Commitments and Drawdowns	45
	Purchase Procedures	46
	Anti-Money Laundering Regulations	47

VIII.	AGREEMENTS; SERVICE PROVIDERS	48
	Investment Advisory Agreement	48
	Investment Sub-Advisory Agreement	49
	Administrator	49
	Custodian	50

IX.	FEES AND EXPENSES OF THE FUND; ALLOCATIONS OF PROFIT AND LOSS; DISTRIBUTION	51
	Distribution and Servicing Fees	51
	Advisory Fees	51
	Carried Interest	51
	Fund Expenses	52
	Allocation of Profit and Loss; Distributions	53

X.	THE NEUBERGER BERMAN GLOBAL PLATFORM	54

XI.	PRIVATE EQUITY OPPORTUNITY	57

XII.	BENEFIT OF FUND OF FUNDS	69

XIII.	RISK FACTORS AND POTENTIAL CONFLICTS OF INTEREST	74
	Risk Factors	74
	Potential Conflicts of Interest	89

XIV.	CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	92

XV.	ADDITIONAL INFORMATION	101

APPENDIX A SECURITIES LEGENDS FOR SELECT JURISDICTIONS		1

APPENDIX B RELATED PERFORMANCE INFORMATION FOR THE SUB-ADVISER’S PRIVATE EQUITY FUND OF FUNDS VEHICLES		1

1940 Act	The Investment Company Act of 1940, as amended

Administration Agreement	The agreement between the Fund and the Administrator with respect to the provision of administrative services to the Fund

Administrator	UMB Fund Services, Inc. (or any successor administrator)

Adviser	The Investment Adviser and the Sub-Adviser

Advisers Act	The Investment Advisers Act of 1940, as amended

Board	The Board of Managers of the Fund and the Master Fund

Capital Account	The individual capital account maintained on the books of the Fund for each Investor

CFTC	The Commodity Futures Trading Commission

Code	The Internal Revenue Code of 1986, as amended

Commitments	Capital commitments from Investors to the Fund

Covered Persons	The Investment Adviser, the Sub-Adviser and their respective affiliates, related shareholders, members, employees or agents

Custodian	UMB Bank, N.A. (or any successor custodian)

Dechert	Dechert LLP, counsel to the Fund and the Master Fund

Fund	NB Crossroads Private Markets Fund IV LLC

Fund Complex	All investment companies for which the Investment Adviser or an affiliated person of the Investment Adviser serves as investment adviser

Interests	Limited liability company interests in the Fund

Independent Managers	Managers that are not “interested persons” as defined under Section 2(a)(19) of the 1940 Act of either the Fund or the Adviser

Investment Adviser	Neuberger Berman Management LLC (or any successor investment adviser to the Master Fund)

Investment Advisory Agreement	The investment advisory agreement between the Master Fund and the Investment Adviser

Investment Sub-Advisory Agreement	The investment sub-advisory agreement between the Investment Adviser and Sub-Adviser

Investors	Persons or entities subscribing for Interests in the Fund and admitted as members

IRS	Internal Revenue Service

Managers	The managers comprising the Board of the Fund and the Master Fund

Master Fund	NB Crossroads Private Markets Fund IV Holdings LLC

NAV	Net asset value

Neuberger Berman	Neuberger Berman Group LLC

OFAC	The U.S. Department of Treasury’s Office of Foreign Assets Control

Offering Memorandum	This Confidential Private Offering Memorandum

Operating Agreement	The Limited Liability Company Agreement of the Fund, as amended from time to time

Placement Agent	Neuberger Berman Management LLC, an affiliate of Neuberger Berman (or any successor placement agent to the Fund)

Placement Fee	The placement fee (sales load), which may be charged to investors

Portfolio Funds	Underlying professionally managed private equity funds and other collective investment vehicles or accounts in which the Master Fund invests

Portfolio Fund Managers	The group of alternative asset managers who manage the Portfolio Funds

Portfolio Management Team	The investment professionals responsible for the day-to-day management of the Master Fund’s portfolio

Securities Act	The Securities Act of 1933, as amended

SEC	Securities and Exchange Commission

Special Member	[ ]

Sub-Adviser	NB Alternatives Advisers LLC (or any successor investment sub-adviser to the Master Fund)

Subscription Documents	The Subscription Documents, as amended from time to time, required to be completed by prospective Investors

UBTI	Unrelated business taxable income

Underlying Commitments	Total capital commitments entered into by the Master Fund with respect to Portfolio Funds and direct investments in portfolio companies

Key Terms
Target Size of Master Fund:	$300 million (or higher, in the discretion of the Investment Adviser).

Minimum Commitment to the Fund:	$50,000 (commitments of lesser amounts at the discretion of the Board).

Investment Period:	Five years.

Term:	10 years (subject to two extensions by the Board without the approval of the Investors for up to two years per extension and with approval of the Investors thereafter).

Annual Advisory Fee:	Annual rate of 0.10% during the first 12-months following the Fund’s commencement of operations; 0.55% beginning in year two through the end of year eight from the commencement of operations and then 0.30% for the remaining life of the Fund based on the Investors’ total Commitments.

Carried Interest:	6.5%, after each investor in the Fund has received aggregate distributions equal to 100% of all drawn Commitments, to be distributed to the Special Member only after the fourth anniversary of the final closing.

Investor Transaction Expenses
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)	0.00	%
Minimum Sales Load (as a percentage of offering price)	0.00	%
Make-Up Payment Rate (initial closing)⁽¹⁾	0.00	%
Make-Up Payment Rate (subsequent closings)⁽¹⁾	8.00	%
Dividend Reinvestment and Cash Purchase Plan Fees	0.00	%
Annual Expenses (as a percentage of average net assets)
Advisory Fee⁽²⁾	0.10	%
Other Operating Expenses⁽³⁾	0.95	%
Distribution and Servicing Fee⁽⁴⁾	0.40	%
Acquired Fund Fees and Expenses⁽⁵⁾	1.31	%
Gross Annual Expense Ratio	2.76	%
Fund Expense Reimbursement	0.00	%
Net Annual Expense Ratio before Incentive Allocation	2.76	%
Total Annual Expenses	[ ]	%

		1 Year				3 Years				5 Years				10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return:		$	53			$	110			$	166			$	319

The Fund:	The Fund is a limited liability company organized under the laws of the State of Delaware and is registered under the 1940 Act as a closed-end non-diversified management investment company. The Fund will offer and sell Interests in the Fund in minimum denominations of $50,000 to “accredited investors” as defined in Regulation D under the Securities Act, who are also “qualified clients” as defined in Rule 205-3 under the Advisers Act in private placement transactions that do not involve any “public offering” within the meaning of Section 4(a)(2) of, and/or Regulation D under, the Securities Act.

Master/Feeder Structure:	The Fund will pursue its investment objective by investing all or substantially all of its assets in the Master Fund, a Delaware limited liability company that is also registered under the 1940 Act, which in turn will execute investment transactions. The Master Fund has the same investment objective and substantially the same investment policies and restrictions as those of the Fund. In addition, other feeder funds that invest in the Master Fund alongside the Fund may be established from time to time. Such other feeder funds may be established for different investors with different terms and conditions.

The Investment Adviser and Sub-Adviser:	Each of the Investment Adviser and Sub-Adviser is an indirect wholly owned subsidiary of Neuberger Berman and is registered as an investment adviser under the Advisers Act. The Investment Adviser has full, exclusive and complete authority in the management and control of the business of the Fund and will make all decisions affecting the business of the Fund. The Investment Adviser has engaged the Sub-Adviser to assist with investment decisions with respect to the Master Fund.

Investment Objective:	The investment objective of the Fund is to provide attractive risk-adjusted returns to Investors. Through its investment in the Master Fund, the Fund seeks to achieve this objective through investments in a diversified portfolio of professionally managed Portfolio Funds and select Co-Investments in portfolio companies. The Fund, through the Master Fund, will primarily invest in newly formed Portfolio Funds. The Master Fund may also invest, on an opportunistic basis, in Secondary Investments in underlying Portfolio Funds acquired from investors in such Portfolio Funds.

	It is expected that under ordinary circumstances the Master Fund will commit at least 80% of the aggregate amount of Investors’ Commitments to the Fund, together with capital commitments by investors in any other feeder funds, to Portfolio Funds. Neither the Master Fund nor the Fund will borrow money for investment purposes.

Investment Allocations:	It is currently expected that the following private equity strategy allocations will be made for the Master Fund: Buyout 55%-85% Venture and Growth Capital 10%-20% Special Situations 10%-30%

Suitability Standards:	Interests are being offered only to persons and entities that are both “accredited investors” as defined in Regulation D of the Securities Act and “qualified clients” as defined in Rule 205-3 under the Advisers Act. Each prospective Investor in the Fund should obtain the advice of his, her or its own legal, accounting, tax and other advisers in reviewing documents pertaining to an investment in the Fund, including, but not limited to, this Offering Memorandum, the Operating Agreement and the Subscription Documents before deciding to invest in the Fund.

Offering Size:	The anticipated aggregate offering size for the Master Fund is approximately $300 million.

Term:	The Master Fund and the Fund each has an initial term of 10 years, which may be subject to two extensions by the Board without the approval of the Investors for up to two years per extension and with the approval of the Investors thereafter.

Capital Commitments:	The minimum Commitment to the Fund will be $50,000, although the Board of Managers of the Fund reserves the right to accept Commitments of lesser amounts in its discretion. The Fund may offer Interests through multiple closings, which are anticipated to occur over a period of up to one year following the initial closing, provided that the Board may extend such period. An Investor participating in a closing that occurs after the initial closing may be required to pay a “make-up” amount to the Fund. Such “make-up” payment will be calculated by applying the annualized rate of 8% to the percentage of the Investor Commitments previously drawn down by the Fund and applied over the period of time since such draw-downs. The amount of the make-up payments will be paid to and retained as assets of the Fund.

Capital Accounts:	An individual Capital Account will be maintained by the Fund for each of its members, to which will be credited or debited such member’s capital contributions and shares of the income, losses and distributions of the Fund, with respect thereto.

Distributions:	Distributions from the Fund are made as follows: (i) to the members of the Fund (including the Investors and the Special Member) until they have received a 100% return of all drawn Commitments; and (ii) then a 93.5%/6.5% split between the members and the Special Member, respectively. The Special Member will not receive any of the carried interest that it may have earned until after the fourth anniversary of the final closing (the anticipated time frame in which all, or substantially all, of the Commitments that the Fund intends to invest will have been drawn). For example, assume an Investor makes Commitments of $100,000, of which 85% is drawn by the Fund. Then the Investor will need to receive $85,000 ($85,000 x 1.00) in distributions before any carried interest is withheld. After the Investor receives the $85,000 in distributions, all future distributions will be split between the Investor (93.5%) and the Special Member (6.5%).

Tax Distributions:	The Board may in its sole discretion cause the Fund to distribute to the Special Member (each, a “Tax Distribution”) an amount designed to assist the Special Member (or its direct and indirect investors) in satisfying any income tax liability attributable to allocations of taxable income and gains of the Fund in any fiscal year for which such an accrual or such an allocation is required. The amount of any Tax Distribution will be calculated in accordance with the provisions of the Operating Agreement.

Recycling:	At the election of the Investment Adviser, the Master Fund may retain or recall for reinvestment proceeds received by the Master Fund from the Portfolio Funds up to an amount equal to 30% of the Master Fund’s pro rata share of the Underlying Commitments. Amounts so retained will not be included in the calculation of an Investor’s contributed capital. Separate from and in addition to any amounts retained or recalled for reinvestment by the Master Fund, in the event that funds are returned to the Master Fund by a Portfolio Fund, which are subject to reinvestment in such Portfolio Fund, the Investment Adviser may, in its discretion, hold such amounts or distribute such amounts to the Investors. If such amounts are distributed to the Investors, each Investor’s unfunded Commitment will be increased by the amount of funds so returned.

Withdrawals and Transfers of Interests:	Withdrawals of capital or profits will not be permitted, except to the extent required to comply with applicable laws or for certain limited tax reasons. Transfers of Interests may be made only with the prior written consent of the Investment Adviser, which may be withheld in the Investment Adviser’s sole discretion. In certain circumstances set forth in the Operating Agreement, an Investor may be required to withdraw entirely from the Fund.

Advisory Fee:	In consideration of the advisory services provided by the Investment Adviser, the Master Fund will pay the Investment Adviser an advisory fee based on an annual rate of 0.10% during the first 12-months following the Fund’s commencement of operations; 0.55% beginning in year two through the end of year eight from the commencement of operations and then 0.30% for the remaining life of the Fund based on the Investors’ total Commitments.

Carried Interest:	The Special Member will receive a carried interest of 6.5% (as described in “Distributions” above).

Placement Agent and Fees:	Neuberger Berman Management LLC also will serve as placement agent of the Fund and may retain various sub-placement agents to place Interests in the Fund. There is no placement fee for purchases of Interests by or on behalf of accounts for which the Investment Adviser or one of its affiliates (including the Placement Agent) acts in a fiduciary, advisory, custodial or similar capacity.

Distribution and Servicing Fee:	Under the terms of a placement agency agreement with the Placement Agent, the Placement Agent is authorized to retain brokers, dealers and certain other financial intermediaries for distribution services and to provide ongoing investor services and account maintenance services to Investors. The Fund will pay a quarterly fee out of the net assets of the Interests at the annual rate of 0.40% from the commencement of operations through the end of year eight, and 0.15% thereafter based on the Investors’ total Commitments, determined and accrued as of the last day of each calendar quarter (the “Distribution and Servicing Fee”). The Placement Agent will pay various sub-placement agents substantially all of the Distribution and Servicing Fee, which they will use to compensate their brokerage representatives for sales and support services. The Distribution and Servicing Fee is charged on an aggregate Fund-wide basis based on total Commitments, and Investors will be subject to the Distribution and Servicing Fee as long as they hold their Interests or have uncalled Commitments. Each compensated broker, dealer or other financial intermediary is paid by the Placement Agent either based on the aggregate net asset value of outstanding Interests or the value of the Commitments by Investors that receive services from such broker, dealer or other financial intermediary.

	The Placement Agent, or its affiliate, may directly place Interests in the Fund, and for such directly placed Interests, will retain a portion of the Distribution and Servicing Fee to compensate its representatives for their sales and support services. The Adviser may pay additional compensation out of its own resources (i.e., not Fund assets) to certain sub-placement agents for sales and wholesaling support, and also for other services including due diligence support, account maintenance, provision of information and support services, including distribution and marketing support services.

Expenses:	The Fund shall bear all of its own expenses, including without limitation: the Distribution and Servicing Fee; the carried interest, if any, applicable to the Special Member; its pro rata portion of all of the Master Fund’s fees and expenses (which will be borne through the Fund’s investment in the Master Fund), including its pro rata portion of the advisory fee payable by the Master Fund to the Investment Adviser in its capacity as investment adviser to the Master Fund and expenses (including financing, due diligence, travel and other costs) related to the acquisition, holding, monitoring and disposition of the Portfolio Funds; accounting, audit and tax preparation fees and expenses; administrative expenses and fees; legal fees and expenses, custody and escrow fees and expenses; the costs of any errors and omissions/directors and officers liability insurance or any fidelity bond; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions among the Investment Adviser and any custodian or other agent engaged by the Fund; interest expenses; any extra ordinary expenses; and such other expenses as may be approved from time to time by the Board. In addition, the Fund shall bear its organizational expenses, and expenses relating to the offering and sale of units of Interests; provided that to the extent such organizational and offering expenses when aggregated with those of the Master Fund and any other feeder fund exceed $1,500,000, the excess amount over $1,500,000 shall be borne by the Investment Adviser. Except as set forth herein or in another agreement between the Fund and the Investment Adviser, the Investment Adviser shall bear all of its costs incurred in providing services to the Master Fund.

Portfolio Fund Fees and Expenses:	The Fund, through its investment in the Master Fund, will indirectly bear the management fees and carried interest allocations (or equivalent) of the Portfolio Funds; the expenses of the Portfolio Funds, including without limitation, investment-related expenses, non-investment related interest expense, administrative expenses and fees and disbursements of attorneys and accountants engaged on behalf of the Portfolio Fund and other ordinary and extraordinary expenses. Portfolio Fund Managers generally charge their Portfolio Funds (a) a management fee of between 1.00% and 2.50% of capital committed or assets under management and (b) a performance allocation between 20% and 30% of the net profits. These fees and performance allocations, as well as any other expenses incurred by the Portfolio Funds will be passed through to the Master Fund and thereby indirectly to the Investors of the Fund.

Valuation:	The Fund’s assets will be valued at their fair market value as determined by the Investment Adviser in good faith, taking into consideration all available information and other factors that the Investment Adviser deems pertinent. The Investment Adviser may rely on the most recent valuations and other information provided by the Portfolio Fund Managers, except where the Investment Adviser may reasonably determine additional factors should be considered and reflected.

Records and Reports:	The Investment Adviser will maintain and preserve for the Fund during its term all accounts, books and other relevant Fund documents. The Fund will provide annual audited financial statements, quarterly commentary regarding investments by the Fund and Schedule K-1 tax reporting information to its Investors.

UBTI; Taxation; Delayed K-1s:	As entities that are properly classified as partnerships, the Fund and the Master Fund will not themselves be subject to U.S. federal income tax. For income tax purposes, each Investor will be treated as a partner of the Fund and, as such, will be taxed upon its distributive share of each item of the Fund’s income, gain, loss and deductions, including the amounts of such items allocated to the Fund by the Master Fund (which will include income allocated from the Portfolio Funds that are treated as partnerships) for each taxable year of the Fund ending with or within the Investor’s taxable year. Each item will have the same character to an Investor and will generally have the same source (either United States or foreign), as though the Investor realized the item directly. Investors will be required to report these items regardless of the extent to which, or whether, the Fund or Investors receive cash distributions for such taxable year, and thus may incur income tax liabilities unrelated to any distributions to or from the Fund. Investors are urged to consult their own tax advisors with specific reference to their own tax situations and the tax laws applicable to an investment in a Fund.

	There are no restrictions on the Fund’s ability to realize income that could be characterized as UBTI or as effectively connected with a U.S. trade or business (“ECI”). Neuberger Berman may form other feeder funds that will be treated as corporations for U.S. federal income tax purposes. Investors concerned about UBTI or ECI should contact the Investment Adviser regarding such alternative structures. Although the Fund expects to be able to provide final Schedule K-1s to Investors for any given tax year within 105 days of year end, the Fund may be delayed in providing final Schedule K-1s to Investors. In the event of a delay, Investors will most likely be required to obtain extensions of the filing dates for their U.S. federal, state and local income tax returns. Investors will be responsible for any and all costs and fees incurred by them in connection with obtaining the tax extensions.

Indemnification and Exculpation:	The Investment Adviser, the Sub-Adviser and their other Covered Persons will (a) have limited liability to the Master Fund and the Fund and the Investors, and (b) be indemnified and held harmless by the Master Fund and the Fund, in each case to the fullest extent permitted by applicable law.

Legal Counsel:	Dechert serves as legal counsel to the Fund and the Master Fund. Dechert, which does not represent any Investor in the Fund, may also advise the Investment Adviser and certain of its affiliates on their respective obligations to the Fund. No attorney-client relationship exists, however, between Dechert and any other person solely by reason of such other person investing in the Fund. Each Investor should consult with its own counsel as to the legal and tax aspects of an investment in the Fund and its suitability for such Investor.

Fiscal and Tax Year End:	The Fund’s fiscal year for financial reporting purposes is the 12-month period ending on March 31. The Fund’s taxable year is the 12-month period ending December 31 (or such other taxable year as may be required under the Code).

Registered Investment Companies		Other Pooled Investment Vehicles		Other Accounts
Number of Accounts	Total Assets	Number of Accounts	Total Assets	Number of Accounts	Total Assets
[ ]	[ ]	[ ]	[ ]	[ ]	[ ]
Number of Accounts with Performance- Based Fees	Total Assets with Performance- Based Fees	Number of Accounts with Performance- Based Fees	Total Assets with Performance- Based Fees	Number of Accounts with Performance- Based Fees	Total Assets with Performance- Based Fees
[ ]	[ ]	[ ]	[ ]	[ ]	[ ]

Name, Age, Position(s) Held with Registrant and Address	Term of Office and Length of Time Served	Principal Occupation During Past 5 Years	Number of Funds in Fund Complex* Overseen	Other Directorships Held During Past 5 Years
[ ]	[ ]	[ ]	[ ]	[ ]
[ ]	[ ]	[ ]	[ ]	[ ]

[ ]	[ ]	[ ]	[ ]	[ ]
[ ]	[ ]	[ ]	[ ]	[ ]

Name, Position(s) Held with Registrant, Year of Birth and Address*	Term of Office and Length of Time Served	Principal Occupation During Past 5 Years
Andrew B. Allard, Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002) and Anti-Money Laundering Compliance Officer (1961)	Term — Indefinite; Length — since inception	General Counsel and Senior Vice President, the Investment Adviser, since 2013; Senior Vice President, Neuberger Berman, since 2006 and Employee since 1999; Deputy General Counsel, Neuberger Berman, since 2004; formerly, Vice President, Neuberger Berman, 2000 to 2005; formerly, Employee, the Investment Adviser, 1994 to 1999; Chief Legal Officer (only for purposes of sections 307 and 406 of the Sarbanes-Oxley Act of 2002), ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (ten since 2013); Anti-Money Laundering Compliance Officer, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (six since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).
Mark Bonner, Assistant Treasurer (1977)	Term — Indefinite; Length — since inception	Senior Vice President, Neuberger Berman, since 2015. Formerly, Senior Vice President, Bank of America; Merrill Lynch Alternative Investments LLC (2006-2015); Manager, Advent International Corporation (2004-2006); Senior Associate, Pricewaterhouse Coopers LLP (1999-2004).
James D. Bowden, Vice President (1953)	Term — Indefinite; Length — since inception	Managing Director, Neuberger Berman, since 2015. Formerly, Managing Director, Bank of America; Manager and Vice President, Merrill Lynch Alternative Investments LLC (2013-2015); Executive Vice President, Bank of America Capital Advisors LLC (1998 to 2013).

Name, Position(s) Held with Registrant, Year of Birth and Address*	Term of Office and Length of Time Served	Principal Occupation During Past 5 Years
Claudia A. Brandon, Executive Vice President and Secretary (1956)	Term — Indefinite; Length — since inception	Senior Vice President, Neuberger Berman, since 2007 and Employee since 1999; Senior Vice President, the Investment Adviser, since 2008 and Assistant Secretary since 2004; formerly, Vice President, Neuberger Berman, 2002 to 2006; formerly, Vice President-Mutual Fund Board Relations, the Investment Adviser, 2000 to 2008; formerly, Vice President, the Investment Adviser, 1986 to 1999 and Employee 1984 to 1999; Executive Vice President, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (nine since 2008 and one since 2013); Secretary, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (three since 1985, three since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).
Robert Conti, Chief Executive Officer and President (1956)	Term — Indefinite; Length — since inception	Managing Director, Neuberger Berman, since 2007; Managing Director, NBFI, since 2009; formerly, Senior Vice President, Neuberger Berman, 2003 to 2006; formerly, Vice President, Neuberger Berman, 1999 to 2003; President and Chief Executive Officer, NB Management, since 2008; formerly, Senior Vice President, NB Management, 2000 to 2008.
Agnes Diaz, Vice President (1971)	Term — Indefinite; Length — since inception	Senior Vice President, Neuberger Berman, since 2012; Employee, the Investment Adviser, since 1996; formerly, Vice President, Neuberger Berman, 2007 to 2012; Vice President, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (ten since 2013).
Sheila James, Assistant Secretary (1965)	Term — Indefinite; Length — since inception	Vice President, Neuberger Berman, since 2008 and Employee since 1999; formerly, Assistant Vice President, Neuberger Berman, 2007; formerly, Employee, the Investment Adviser, 1991 to 1999; Assistant Secretary, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (six since 2002, one since 2003, one since 2005, one since 2006 and one since 2013).
Brian Kerrane, Vice President (1969)	Term — Indefinite; Length — since inception	Managing Director, Neuberger Berman, since 2014; Vice President, the Investment Adviser, since 2008 and Employee since 1991; formerly, Senior Vice President, Neuberger Berman, 2006 to 2014; Chief Operating Officer, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (ten since 2015); Vice President, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (nine since 2008 and one since 2013).
Kevin Lyons, Assistant Secretary (1955)	Term — Indefinite; Length — since inception	Assistant Vice President, Neuberger Berman, since 2008 and Employee since 1999; formerly, Employee, the Investment Adviser, 1993 to 1999; Assistant Secretary, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (seven since 2003, one since 2005, one since 2006 and one since 2013).
John M. McGovern, Treasurer (1970)	Term — Indefinite; Length — since inception	Senior Vice President, Neuberger Berman, since 2007; Employee, the Investment Adviser, since 1993; Treasurer and Principal Financial and Accounting Officer, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (eight since 2005, one since 2006 and one since 2013); formerly, Vice President, Neuberger Berman, 2004 to 2006; formerly, Assistant Treasurer, eight registered investment companies for which the Investment Adviser acts as investment manager and administrator, 2002 to 2005.

Name, Position(s) Held with Registrant, Year of Birth and Address*	Term of Office and Length of Time Served	Principal Occupation During Past 5 Years
Joshua Miller, Vice President (1978)	Term — Indefinite; Length — since inception	Senior Vice President, Neuberger Berman, (since 2004). Principal and Chief Operating Officer of NB Private Equity’s Private Investment Portfolios (since 2010).
Chamaine Williams, Chief Compliance Officer (1971)	Term — Indefinite; Length — since inception	Senior Vice President, Neuberger Berman, since 2007; Chief Compliance Officer, the Investment Adviser, since 2006; Chief Compliance Officer, ten registered investment companies for which the Investment Adviser acts as investment manager and administrator (eight since 2005, one since 2006 and one since 2013); formerly, Senior Vice President, LBI, 2007 to 2008; formerly, Vice President, LBI, 2003 to 2006; formerly, Chief Compliance Officer, Lehman Brothers Asset Management Inc., 2003 to 2007; formerly, Chief Compliance Officer, Lehman Brothers Alternative Investment Management LLC, 2003 to 2007.

Name of Person, Position	Aggregate Compensation from the Fund*		Pension or Retirement Benefits Accrued as Part of Fund Expenses		Estimated Annual Benefits Upon Retirement		Total Compensation from Fund Complex Paid to Managers**
[ ]	$	[ ]	$	0	$	0	$	[ ]^([2])
[ ]	$	[ ]	$	0	$	0	$	[ ]^([2])
[ ]	$	[ ]	$	0	$	0	$	[ ]^([2])
[ ]	$	[ ]	$	0	$	0	$	[ ]^([2])
[ ]	$	[ ]	$	0	$	0	$	[ ]^([2])